Structure of Corporate Governance

Organization Form

Company with Audit & Supervisory Board Members

Directors

Chairperson of the Board	President
Number of Directors	5
Election of External Directors	Yes
Number of External Directors	2
Number of Independent Directors	2

Audit & Supervisory Board Members

Establishment of Audit & Supervisory Board	Established
Maximum Number of Audit & Supervisory Board Members Stipulated in Articles of Incorporation	4
Number of Audit & Supervisory Board Members	4

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit Departments

MarketEnterprise has the Internal Audit Department that is under the direct supervision of the President. This department performs on-site audits of all business sites every six months to confirm the effectiveness of internal controls and status of business operations. Results of these audits are submitted to the President and, as needed, to the Board of Directors. For items requiring improvements, departments submit reports to the President concerning progress with improvements in accordance with the audit documents and instructions for improvements. Afterward, the personnel in charge of internal audits checks the status of items requiring improvements by determining progress made and verifying the effectiveness of corrective measures.

There is one member of the Internal Audit Department. In accordance with the Internal Audit Rules, there is a framework for providing additional assistance, such as by temporarily appointing employees other than this individual to perform audits, as needed.

Audit & Supervisory Board Members perform audits for the purpose of determining the status of business activities, the effectiveness of internal controls, and any issues and risks. These audits include examinations of management documents, discussions with directors and business site managers and members, and other forms of communication with personnel. Audit & Supervisory Board Members also perform on-site audits of all business sites every six months. Audit & Supervisory Board Members and internal auditors exchange information about their activities and audit results as needed, thereby establishing a framework for the seamless functioning of internal controls throughout the MarketEnterprise.

For accounting audits, MarketEnterprise has an auditing contract with KPMG AZSA & Co. For the current fiscal year, certified public accountants Takaaki KURUSU and Ryoma DOUDOU were the designated and engagement partners for this audit. In addition, there were five other certified public accountants, five individuals who have passed the accountant test, and five others assistants.

The personnel in charge of internal audits, Audit & Supervisory Board Members and the accounting auditor perform auditors independently. In addition, for the effectiveness and efficiency of audits, these three parties periodically exchange opinions for the purpose of further improving the effectiveness of their audits.

Appointment of External Audit & Supervisory Board Members	Appointed
Number of External Audit & Supervisory Board Members	4
Number of Independent Audit & Supervisory Board Members	4

External Directors

Reasons of Appointment

Name	Reasons of Appointment
Kohei TERADA	Mr. Terada has extensive knowledge of corporate management gained as a former founder and representative director of a company listed on the First Section of the TSE and as an outside director of several companies. Based on this knowledge, he is expected to play a role in ensuring the appropriateness of the execution of the Group's business operations. In addition, since Mr. Terada has a position independent from management and retains neutral and fair perspective, MarketEnterprise believes that there is no concern of Mr. Terada having a conflict of interest with general shareholders and has accordingly designated him an Independent Director.
Noriko HARADA	Ms. Harada has extensive knowledge of corporate management gained as a representative director of a company currently listed on the TSE Growth Market. Based on this knowledge, she is expected to play a role in ensuring the appropriateness of the execution of the Company's group operations, and in utilizing her extensive knowledge of the IT industry and experience in overseas company assignments in the management of the Company. In addition, since Mr. Tanii has a position independent from management and retains neutral and fair perspective, MarketEnterprise believes that there is no concern of Mr. Tanii having a conflict of interest with general shareholders and has accordingly designated him an Independent Director.

Main activities

Name	Main activities contents
Kohei TERADA	He attended all 13 Board of Directors meetings held in 2023. At the meeting, he supervises and makes recommendations on overall management from a broad perspective based on his wealth of experience and knowledge as the founder and representative director of a Former Listed Company.
Noriko HARADA	As she is a newly elected director appointed at the 18th Annual General Meeting of Shareholders held on September 27, 2024, she has no activities in fiscal year 2023.

External Audit & Supervisory Board Member

Reasons of Appointment

Name	Reasons of Appointment
Masaki YAMAZAKI	Mr. YAMAZAKI maintains independence from the management who execute business operations and there is no concern of having a conflict of interest with general shareholders. MarketEnterprise believes that he will utilize knowledge gained through his experience as an auditor at Mitsubishi Agricultural Machinery Co., Ltd. for the supervision of management.
Eisuke ITO	Mr. ITO maintains independence from management who executes business operations and there is no concern of having a conflict of interest with general shareholders. MarketEnterprise believes that he will utilize his knowledge as a certified public accountant for supervision of management.
Tetsuya OI	Mr. OI maintains independence from management who executes business operations and there is no concern of having a conflict of interest with general shareholders. MarketEnterprise believes that he will utilize his knowledge as an attorney for supervision of management.
Yuko NODA	Ms. NODA maintains independence from management who executes business operations and there is no concern of having a conflict of interest with general shareholders. MarketEnterprise believes that he will utilize his knowledge as a certified public accountant for supervision of management.

Supporting System for External Directors and/or Audit & Supervisory Board Members

To provide support to External Directors and External Audit & Supervisory Board Members, the Administration Department handles communications involving the Board of Directors and provides these individuals with preliminary explanations of proposals to be submitted at meetings. In addition, these individuals receive documents and assistance for gathering information and other activities as needed.

Directors’ Remuneration

Policy on the amount of compensation for executives and the determination of and the calculation method

The remuneration of individual Directors is determined by the Representative Director, who was delegated with this authority by the Board of Directors, based on the responsibilities and performance of each Director. This remuneration is within the limit established by a resolution approved at the General Meeting of Shareholders.

The remuneration of individual Audit & Supervisory Board Members is determined based on discussions by the Audit & Supervisory Board. Remuneration is based on whether the individual has a full-time position at MarketEnterprise, each individual’s sharing of tasks and other considerations. This remuneration is within the limit established by a resolution approved at the General Meeting of Shareholders.

Directors’ Remuneration

MarketEnterprise does not disclose remuneration of individual Directors since there is no Director who receives total remuneration at least 100 million yen. The remuneration of Directors and Audit & Supervisory Board Members are disclosed at total amount respectively.

Cross-shareholdings

Not applicable.

Other Matters Concerning Corporate Governance System

MarketEnterprise positions extensive disclosure activities as an integral part of corporate governance.

MarketEnterprise quickly collects and provides information that should be disclosed from the perspective of improving management transparency, fairness and continuity for shareholders, investors and others. In addition, there are measures for the disclosure of information in compliance with the Financial Instruments and Exchange Act, the Timely Disclosure Rules of securities exchanges, and other requirements. MarketEnterprise also actively discloses other information that is believed to be useful for giving people a better understanding of its policies, goals and activities in a timely manner.
Information acquired by MarketEnterprise is under the supervision of the person responsible for timely disclosure (the Managing Director and General Manager of the Administration Department). Information that should be disclosed based on the prescribed examination and process, is then made public in a timely manner.

Furthermore, there are periodic classes for employees concerning the prevention of insider trading to raise awareness and knowledge about this subject.

Organization chart for corporate governance