Composition, etc., Bet365 アプリe Board of Directors

Last update: August 31, 2023

1. Composition Bet365 アプリe Board of Directors (balance among knowledge, experience, and skills, and diversity and size, Bet365 アプリe Board of Directors) and reasons for selection as director [CGC Principle 3.1 (v)][CGC Supplementary Principle 4.11.1, 2]Updated

The Company emphasizes the composition of directors and Audit & Supervisory Board members for the Board of Directors having a good overall balance of knowledge, experience, and skills to effectively perform the role and responsibilities Bet365 アプリe Board and ensuring both diversity and an appropriate size.
In particular, as a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Therefore, the Company examines the Board composition, considering diversity (including career and age) in terms of female and non-Japanese Directors and Audit & Supervisory Board Members as well as the balance among their knowledge, experience, and skills. For the Company's Audit & Supervisory Board Members, the Company takes care to appoint such persons with appropriate knowledge of finance and accounting.
The Company stipulates the aforementioned policies in the "Guidelines for Directors and Audit & Supervisory Board Members" (See " Guidelines for Directors and Audit & Supervisory Board Members ").

Chairperson Bet365 アプリe Board of Directors

The Board of Directors resolved at its meeting on April 18, 2024 that the Company will separate the positions of chairperson Bet365 アプリe Board of Directors and chief executive officer (CEO) for the purposes outlined below.

Purposes

(1) Strengthen corporate governance system
(2) Improve transparency and objectivity in decision-making
(3) Improve effectiveness of corporate strategies and efficiency of corporate operations

Based on this policy, Stephen Hayes Dacus, the Lead Independent Outside Director, assumed the position of chairperson Bet365 アプリe Board of Directors at its meeting held on May 28, 2024.

Composition, etc., Bet365 アプリe Board of Directors for FY2024

The Company executed a bold reform to a Board of Directors composed with Independent Outside Directors in the majority at its FY2022 Shareholder’s Meeting to establish a governance structure suitable for a world-class retail group as it is aiming for in its Medium-term Management Plan 2021-2025 announced in July 2021.
　Continuing from FY2023, the composition Bet365 アプリe Board of Directors in FY2024 emphasizes experience in top management at listed companies; knowledge and experience relating to food, digital transformation (DX), and global management, which are viewed as the strategic axes Bet365 アプリe Group; and skill sets such as specialization in business transformation to establish a management structure which will contribute to further growth and maximization of long-term corporate value and shareholder value.
　The Board of Directors Bet365 アプリe Company will make important decisions which support the swift and decisive risk-taking Bet365 アプリe management team with its diverse members as described above. At the same time, it will provide highly-effective oversight and appropriately fulfill its roles and responsibilities as the Board of Directors.

Establishment of Lead Independent Outside Director

Because a majority Bet365 アプリe members Bet365 アプリe Board of Directors are outside directors with diverse experience and skills, the Company established the position of lead independent outside director to enhance the effectiveness Bet365 アプリe Board’s oversight function by fulfilling the following roles.

Roles Bet365 アプリe lead independent outside director

(1) Ensure mutual coordination and follow-up among Outside Directors.
(2) Further enhance and maintain dialogue and communication between Outside Directors and senior management.
(3) Strengthen coordination between Outside Directors and the Audit & Supervisory Board.
(4) Promote “constructive dialogue with shareholders and investors” in which Outside Directors participate.

Appointment of Audit & Supervisory Board Members with expertise with regard to finance and accounting

The Company has appointed the following three Audit & Supervisory Board Members who have expertise with regard to finance and accounting.

Standing Audit & Supervisory Board Member Nobutomo Teshima was engaged in operations relating to accounting in the accounting management division in the Company and SEVEN-ELEVEN JAPAN CO., LTD. for a total period of 20 years or more.
Audit & Supervisory Board Member Kazuhiro Hara is a certified public accountant and certified tax accountant.
Audit & Supervisory Board Member Kaori Matsuhashi is a certified public accountant.

Major management and industry experience, management skills, knowledge, etc. of Directors and Audit & Supervisory Board Members

Name	Title	Management and Industry Experience				Management Skills, Knowledge, etc.
Name	Title	CEO Experience	Retail Experience	International Business Experience	Financial Business Experience	Organizational Management	Marketing/Branding	DX/IT/Security	Finance and Accounting	Risk Management/Crisis Response/Legal	Sustainability
Ryuichi Isaka	Representative Director and President	◯	◯	◯		◯	◯				◯
Junro Ito	Representative Director and Vice President		◯			◯				◯	◯
Fumihiko Nagamatsu	Director	◯	◯			◯	◯
Joseph M. DePinto	Director	◯	◯	◯		◯	◯	◯
Yoshimichi Maruyama	Director				◯				◯	◯
Tamaki Wakita	Director	◯	◯	◯		◯	◯
Stephen Hayes Dacus	Lead Independent Outside Director	◯	◯	◯		◯	◯		◯
Toshiro Yonemura	Independent Outside Director					◯		◯		◯
Yoshiyuki Izawa	Independent Outside Director	◯		◯	◯	◯			◯		◯
Meyumi Yamada	Independent Outside Director	◯	◯			◯	◯	◯			◯
Jenifer Simms Rogers	Independent Outside Director			◯	◯				◯	◯	◯
Shinji Wada	Independent Outside Director	◯	◯			◯		◯			◯
Fuminao Hachiuma	Independent Outside Director	◯		◯		◯	◯				◯
Paul Yonamine	Independent Outside Director	◯		◯	◯	◯		◯	◯
Elizabeth Miin Meyerdirk	Independent Outside Director	◯	◯	◯			◯	◯	◯
Noriyuki Habano	Standing Audit & Supervisory Board Member		◯				◯			◯
Nobutomo Teshima	Standing Audit & Supervisory Board Member		◯					◯	◯	◯
Kazuhiro Hara	Independent Outside Audit & Supervisory Board Member								◯	◯
Mitsuko Inamasu	Independent Outside Audit & Supervisory Board Member							◯		◯
Kaori Matsuhashi	Independent Outside Audit & Supervisory Board Member					◯			◯	◯

* The above table is not an exhaustive list Bet365 アプリe knowledge and experience each person can offer.

* The ratio of foreign national Directors will be 33.3% (5/15) and the ratio of female Directors will be 20.0% (3/15). (Rounded to one decimal place)

Director (Internal)Updated

Name (date of birth)	Area of Responsibility in the Company and Important Concurrent Positions (as of May 31, 2024)	Attendance at Meetings	Reasons for Selection (experience and knowledge)
Ryuichi Isaka (October 4, 1957) Member Bet365 アプリe Nomination Committee	President, Representative Director and CEO Director of 7-Eleven, Inc.	Board of Directors^1 19/19 Nomination Committee^2 10/10	He has overseas business experience and broad knowledge Bet365 アプリe retailing industry cultivated as a president of a Group company and a director Bet365 アプリe Company as well as broad knowledge and experience in company management including the franchise business, marketing, and management administration, as well as sustainability (addressing environmental and social issues and so forth). The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to maximize the Group's corporate value through the generation of new business and through activation of our existing business by means of using the collective capabilities Bet365 アプリe retail group, which has various business categories.
Junro Ito (June 14, 1958) Member Bet365 アプリe Compensation Committee	Vice President, Representative Director Supervising Officer of Superstore Operations Chief Sustainability Officer (CSuO) Chief Administrative Officer (CAO) Information Management Supervisor	Board of Directors^1 19/19 Compensation Committee^3 4/4	He has overseas business experience and broad knowledge Bet365 アプリe retailing industry cultivated as a director Bet365 アプリe Company and its Group companies as well as broad knowledge and experience in ESG (Environment, Social, Governance), risk management, accounting and finance, social marketing, and so forth. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, to enhance its corporate value including non-financial aspects, and to smoothly execute group management.
Fumihiko Nagamatsu (January 3, 1957)	Director and Senior Managing Executive Officer Head of Domestic CVS operations (Japan) Representative Director and President of SEVEN-ELEVEN JAPAN CO., LTD. Director of 7-Eleven, Inc.	Board of Directors^*1 19/19	He has broad knowledge Bet365 アプリe retailing industry cultivated as a president of a Group company and a director Bet365 アプリe Company as well as broad knowledge and experience relating to company management including the franchise business, management administration, personnel management, and so forth. The Company would like him to utilize this knowledge and experience to realize its management plans, to advance Group functions, and to pursue Group synergies.
Joseph M. DePinto (November 3, 1962)	Director and Senior Managing Executive Officer Head of Overseas CVS operations (North America) Director and Chief Executive Officer (CEO) of 7-Eleven, Inc Chairman Bet365 アプリe Board of Brinker International, Inc. (Non-Executive) Director of DHC Acquisition Corp. (Non-Executive)	Board of Directors^*1 17/19	He has broad knowledge Bet365 アプリe international retailing business cultivated as a president of our U.S. Group company and as a director Bet365 アプリe Company as well as broad knowledge and experience relating to company management, the franchise business, management administration, marketing, and so forth. The Company would like him to utilize this knowledge and experience to realize its management plans, to provide advice to the Company's Board of Directors from an international perspective, and to promote global management Bet365 アプリe Company.
Yoshimichi Maruyama (November 2, 1959) Member Bet365 アプリe Nomination Committee	Director, Managing Executive Officer and CFO General Manager of Corporate Finance & Accounting Division Representative Director and President of Seven & i Financial Center Co., Ltd. Director of 7-Eleven, Inc.	Board of Directors^1 19/19 Compensation Committee^2 4/4	He has business experience in a financial institution and broad knowledge relating to the Group's overall operations cultivated as a senior officer in the risk management division and finance division Bet365 アプリe Company as well as broad knowledge and experience relating to risk management, finance, accounting, and so forth. The Company would like him to utilize this knowledge and experience to realize its management plans, stabilize the Group's financial base, and strengthen financial discipline, among other matters.
Tamaki Wakita (May 12, 1972) Member Bet365 アプリe Compensation Committee	Director and Executive Officer Chief Strategy Officer (CSO) General Manager of Corporate Planning Division 7-Eleven, Inc. Director	-	He has business experience overseas and broad knowledge Bet365 アプリe retail industry cultivated as a president and director of a Group company as well as a wide range of advanced knowledge and experience relating to company management, management strategy, marketing, and so forth. The Company would like him to utilize this knowledge and experience to realize its management plans and to further improve the effectiveness of its management and the Board of Directors.

Director (Outside)Updated

Name (date of birth)	Area of Responsibility in the Company and Important Concurrent Positions (as of May 31, 2024)	Attendance at Meetings	Reasons for Selection (experience and knowledge)
Stephen Hayes Dacus (November 7, 1960) Chair Bet365 アプリe Strategy Committee Member Bet365 アプリe Nomination Committee	Lead Independent Outside Director Hana Group SAS Non-executive Director Daiso USA LLC Chairman	Board of Directors^1 19/19 Nomination Committee^2 9/10	He has served as a corporate executive officer in the retail industry and other industries both in the U.S. and Japan, and has a broad range of high level knowledge and experience in corporate management, marketing, finance and accounting, etc. cultivated through abundant global business experience. The Company would like him to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors.
Toshiro Yonemura (April 26, 1951) Chair Bet365 アプリe Compensation Committee Member Bet365 アプリe Strategy Committee	Independent Outside Director Outside Director of Kansaidengyosha Co., Ltd.	Board of Directors^1 19/19 Nomination Committee^2 9/10 Compensation Committee^*3 4/4	He has held such important positions as Superintendent General Bet365 アプリe Tokyo Metropolitan Police Department and Deputy Chief Cabinet Secretary for Crisis Management, has held positions such as Chief Security Officer (CSO) Bet365 アプリe Tokyo Organising Committee Bet365 アプリe Olympic and Paralympic Games, and has broad high level knowledge and experience regarding organizational management, risk management, etc. The Company would like him to utilize this knowledge and experience to realize the management plans aimed for by the Company, and to further improve risk management and the effectiveness Bet365 アプリe Company's management and the Board of Directors.
Yoshiyuki Izawa (February 10, 1948) Member Bet365 アプリe Nomination Committee Member Bet365 アプリe Strategy Committee	Independent Outside Director Outside Director, Member Bet365 アプリe Audit and Supervisory Committee of Nitori Holdings Co., Ltd. Outside Director of Sanoh Industrial Co., Ltd.	Board of Directors^1 19/19 Nomination Committee^2 10/10	He has broad knowledge and experience in international corporate management, business administration, finance, accounting, sustainability, and capital markets, as well as his experience served as a Representative Director of a trading company and a financial institution, and Chairman & CEO, Representative Director of BlackRock Japan Co., Ltd. The Company would like him to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors.
Meyumi Yamada (August 30, 1972) Chair Bet365 アプリe Nomination Committee Member Bet365 アプリe Strategy Committee	Independent Outside Director Director of istyle Inc. Outside Director of SEINO HOLDINGS CO., LTD. Outside Director of Sompo Holdings, Inc.	Board of Directors^1 19/19 Nomination Committee^2 10/10	She has a broad range of high level knowledge and experience in EC (e-commerce), DX (digital transformation), organizational management, marketing, sustainability, among others, which she has cultivated through the operation of “@cosme,” one of Japan’s largest cosmetics and beauty portal sites, and through starting up a women’s skill development and job hunting support business. The Company would like her to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors.
Jenifer Simms Rogers (June 22, 1963) Member Bet365 アプリe Compensation Committee Member Bet365 アプリe Strategy Committee	Independent Outside Director General Counsel Asia of Asurion Japan Holdings G.K. Outside Director of Kawasaki Heavy Industries, Ltd. Outside Director of Sumitomo Mitsui Financial Group, Inc.	Board of Directors^1 18/19 Compensation Committee^3 4/4	She has experience working for international financial institutions as an In-House Counsel, as well as extensive experience as President Bet365 アプリe American Chamber of Commerce in Japan and as an Outside Director at other companies, and through said experience she has cultivated a high level of insight into global legal and risk management, finance and accounting, and sustainability, etc. The Company would like her to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors.
Shinji Wada (April 3, 1952) Member Bet365 アプリe Strategy Committee	Independent Outside Director Chairman, Director, Executive Officer of Nippon Gas Co., Ltd.	Board of Directors^*1 14/15	He has held important positions such as the representative director of a comprehensive energy company. He has a wide range of advanced knowledge and experience relating to retail business management, digital transformation (DX), organizational management and corporate governance. The Company would like him to utilize this knowledge and experience to realize its management plans and to further improve the effectiveness of its management and the Board of Directors.
Fuminao Hachiuma (December 8, 1959) Member Bet365 アプリe Nomination Committee Member Bet365 アプリe Strategy Committee	Independent Outside Director Outside Audit & Supervisory Board Member of YKK AP Inc. Outside Director of Subaru Corporation	Board of Directors^1 14/15 Nomination Committee^2 5/5	He has a wide range of knowledge relating to international food cultivated through important positions such as the representative director of food companies in Japan and overseas. At the same time, he has a wide range of advanced knowledge and experience relating to corporate management, organizational management, marketing and sustainability. The Company would like him to utilize this knowledge and experience to realize its management plans and to further improve the effectiveness of its management and the Board of Directors.
Paul Yonamine (August 20, 1957) Member Bet365 アプリe Strategy Committee Member Bet365 アプリe Compensation Committee	Independent Outside Director Central Pacific Financial Corp. Chairman Emeritus & Director (Non Executive Director) Central Pacific Bank Chairman Emeritus & Director (Non Executive Director) Outside Director of Sumitomo Mitsui Banking Corporation Outside Director (Outside Audit & Supervisory Committee Member) of PayPay Corporation	Board of Directors^1 17/19 Compensation Committee^3 2/2	He has a broad range of high level knowledge and experience in DX (digital transformation), organizational management, and finance and accounting, etc. cultivated through his extensive management experience at consulting firms, as President of IBM Japan, Ltd. and as CEO of overseas financial institutions, among others. The Company would like him to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors.
Elizabeth Miin Meyerdirk (December 1, 1981) Member Bet365 アプリe Strategy Committee	Independent Outside Director	Board of Directors^*1 18/19	She has a broad range of high level knowledge and experience in DX (digital transformation), marketing, finance and accounting, and other fields, cultivated through her experience as a co-founder of Uber Eats, a division of Uber Technologies, Inc. in the United States and her management of e-commerce companies and other positions, globally. The Company would like her to utilize this knowledge and experience to realize our management plans and to further improve the effectiveness of our management and the Board of Directors.

Audit & Supervisory Board Member (Internal/Outside)Updated

Name (date of birth)	Area of Responsibility in the Company and Important Concurrent Positions (as of May 31, 2024)	Attendance at Board of Directors Meetings^*1	Attendance at Audit & Supervisory Board Meetings^*4	Reasons for Selection (experience and knowledge)
Noriyuki Habano (February 10, 1958)	Standing Audit & Supervisory Board Member Audit & Supervisory Board Member of Ito-Yokado Co., Ltd.	19/19	28/28	He has broad knowledge related to the overall operations Bet365 アプリe Group cultivated as a Senior Officer Bet365 アプリe Auditing Office Bet365 アプリe Company, as well as broad knowledge and experience in marketing, branding, risk management, etc. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth Bet365 アプリe Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Nobutomo Teshima (June 15, 1962)	Standing Audit & Supervisory BoardMember Audit & Supervisory Board Member of SEVEN-ELEVEN JAPAN CO., LTD.	19/19	28/28	He has extensive knowledge and experience in finance and accounting, risk management, and information technology, etc., as well as a broad range of knowledge Bet365 アプリe Group’s overall operations, which he cultivated as a senior officer in the Accounting Management Department and Auditing Office. The Company would like him to contribute this knowledge and experience to the establishment of a good corporate governance structure that can realize robust and sustainable growth Bet365 アプリe Company, create medium- to long- term corporate value, and respond to social trust.
Kazuhiro Hara (February 25, 1954)	Independent Outside Audit & Supervisory Board Member Certified Public Accountant Certified Tax Accountant	19/19	28/28	He has abundant experience and technical knowledge related to finance, accounting, tax, and risk management cultivated as a certified public accountant and tax accountant. The Company would like him to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth Bet365 アプリe Company, create medium- to long-term corporate value, and respond to social trust by utilizing his knowledge and experience.
Mitsuko Inamasu (March 15, 1976)	Independent Outside Audit & Supervisory Board Member Attorney at Law Outside Director, Member Bet365 アプリe Audit and Supervisory Committee of NTT DATA Corporation	18/19	28/28	She has abundant experience and technical knowledge related to overall corporate legal affairs, including legal affairs pertaining to the digital field, and risk management cultivated as an attorney at law. The Company would like her to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth Bet365 アプリe Company, create medium- to long-term corporate value, and respond to social trust by utilizing her knowledge and experience.
Kaori Matsuhashi (June 7, 1969)	Independent Outside Audit & Supervisory Board Member Certified Public Accountant Representative Director of Luminous Consulting Co., Ltd. Outside Director, Member Bet365 アプリe Audit and Supervisory Committee of YASKAWA Electric Corporation	18/19	28/28	She has abundant experience and technical knowledge related to finance, accounting, business management, and risk management cultivated through her experience in a business company and as a consultant and certified public accountant. The Company would like her to contribute to the establishment of a good corporate governance structure that can realize the robust and sustainable growth Bet365 アプリe Company, create medium- to long-term corporate value, and respond to social trust by utilizing her knowledge and experience.

*1 Attendance at meetings Bet365 アプリe Board of Directors held in the 19th fiscal year

*2 Attendance at meetings Bet365 アプリe Nomination Committee held in the 19th fiscal year

*3 Attendance at meetings Bet365 アプリe Compensation Committee held in the 19th fiscal year

*4 Attendance at meetings Bet365 アプリe Audit & Supervisory Board held in the 19th fiscal year

2. Numbers and composition ratios of Outside Directors and Outside Audit & Supervisory Board Members

As a holding company, the Company needs to conduct comprehensive and multifaceted management for diverse business domains. Accordingly, the composition of its Outside Directors and Outside Audit & Supervisory Board Members is to be examined considering not only ensuring diversity but also bearing in mind the overall balance of knowledge, experience, and skills. The Company therefore values having a diverse team of Outside Directors and Outside Audit & Supervisory Board Members to provide multifaceted management advice, including raising issues, and thereby ensures active discussion within the Board of Directors.
While being extremely conscious Bet365 アプリe diversity of its Outside Directors and Outside Audit & Supervisory Board Members, we believe that the most important aspect is "personnel selection." We have not yet reached the conclusion that setting formal numbers of Outside Directors and Outside Audit & Supervisory Board Members based on constant composition ratios would be optimal for the Company's Board of Directors. Therefore, we have not set a specific policy on the composition ratio of Outside Directors and Outside Audit & Supervisory Board Members, including Independent Outside Directors.
We will continue to discuss this point, not only through dialogue with our stakeholders, but also based on social trends.

3. View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards [CGC Principle 4.9]

(1) Designation of Independent Directors and Independent Audit & Supervisory Board Members

The Company designates all Outside Directors and Outside Audit & Supervisory Board Members who satisfy the qualifications for independent officers as the Independent Outside Directors and Independent Outside Audit & Supervisory Board Members.

(2) Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

As mentioned above, the Company emphasizes diversity in its Directors and Audit & Supervisory Board Members, including in Outside Directors and Outside Audit & Supervisory Board Members, and strives to secure high-quality external human resources who will support enhanced corporate governance. Accordingly, the Company has adopted the following standards for independence of Outside Directors and Outside Audit & Supervisory Board Members, considering that it is better to judge each candidate from the essential perspective of whether they have any potential conflict of interest with general shareholders.
The opinions Bet365 アプリe Outside Directors and Outside Audit & Supervisory Board Members were also considered in the adoption Bet365 アプリe following standards; the Company will continue to discuss the standards going forward, noting that other companies and so forth have examined their independence standards from various perspectives.

1. Independence standards for Outside Directors and Outside Audit & Supervisory Board Members

i) Fundamental approach
Independent Directors and Independent Audit & Supervisory Board Members are defined as Outside Directors and Outside Audit & Supervisory Board Members who have no potential conflicts of interest with general shareholders Bet365 アプリe Company.
In the event that an Outside Director or an Outside Audit & Supervisory Board Member is likely to be significantly controlled by the management Bet365 アプリe Company or is likely to significantly control the management Bet365 アプリe Company, that Outside Director or Outside Audit & Supervisory Board Member is considered to have a potential conflict of interest with general shareholders Bet365 アプリe Company and is considered to lack independence.
ii) Independence standards
In accordance with this fundamental approach, the Company uses the independence standards established by the financial instruments exchange as the independence standards for the Company's Outside Directors and Outside Audit & Supervisory Board Members.

2. De minimis thresholds for information disclosure regarding the attributes of Independent Directors and Independent Audit & Supervisory Board Members as negligible

(In the most-recent business year Bet365 アプリe Company)

With regard to "transactions," "less than 1% Bet365 アプリe non-consolidated revenues from operations Bet365 アプリe Company in the most recent accounting period"
With regard to "donations," "less than ¥10 million"

4. Support system for Outside Directors and Outside Audit & Supervisory Board Members

The Company has assigned dedicated employees to assist the Outside Directors and Outside Audit & Supervisory Board Members in their duties, enabling close coordination and smooth exchange of information with the internal Directors and internal Audit & Supervisory Board Members. The Company has also concluded liability limitation agreements with Outside Directors and Outside Audit & Supervisory Board Members to ensure they can perform their roles as expected. These agreements limit the amount Bet365 アプリeir liability for compensation for damage to the minimum legally stipulated amounts.

5. Main activities of Outside Directors and Outside Audit & Supervisory Board Members

(1) Remarks at meetings Bet365 アプリe Board of Directors and the Audit & Supervisory Board during the 17th fiscal year (from March 1, 2023 to February 29, 2024)

Outside Director	Stephen Hayes Dacus	Toshiro Yonemura	Yuki Izawa	Meyumi Yamada	Jenifer Simms Rogers
Advice and proposals made by Outside Directors to ensure the validity and appropriateness Bet365 アプリe Board's decision making	Opinions based on his broad high level knowledge and experience regarding organizational management, marketing, and finance and accounting, etc.	Opinions based on his broad high level knowledge and experience regarding organizational management, risk management, etc.	Opinions based on his broad high level knowledge and experience regarding international corporate management, business management, finance and capital markets, etc.	Opinions based on her broad high level knowledge and experience regarding digital transformation (DX), organizational management, marketing and sustainability, etc.	Opinions based on her broad high level knowledge and experience regarding global legal affairs and risk management, finance and accounting, and sustainability, etc.

Outside Director	Shinji Wada	Fuminao Hachiuma	Paul Yonamine	Elizabeth Miin Meyerdirk	Kunio Ito
Advice and proposals made by Outside Directors to ensure the validity and appropriateness Bet365 アプリe Board's decision making	Shares opinions based on a wide range of advanced knowledge and experience relating to company management in the retail industry, DX, organizational management, and corporate governance, among other matters.	Shares opinions based on a wide range of advanced knowledge and experience relating to company management, organizational management, marketing, and sustainability, among other matters.	Opinions based on his broad high level knowledge and experience regarding digital transformation (DX), organizational management, and finance and accounting, etc.	Opinions based on her broad high level knowledge and experience regarding digital transformation (DX), marketing, and finance and accounting, etc.	Opinions based on his broad high level knowledge and experience regarding finance, accounting, economics, ESG (Environment, Society, Governance), risk management, etc.

Outside Audit & Supervisory Board Member	Kazuhiro Hara	Mitsuko Inamasu	Kaori Matsuhashi
Opinions expressed by Outside Audit & Supervisory Board Members	Questions and opinions based on his abundant experience and technical knowledge related to finance, accounting, tax and risk management	Questions and opinions based on her abundant experience and technical knowledge related to overall corporate legal affairs and risk management	Questions and opinions based on her abundant experience and technical knowledge related to finance, accounting, management administration and risk management

Notes: 1. Outside Director Kunio Ito retired from his position on May 25, 2023.

2. Shinji Wada and Fuminao Hachiuma were appointed outside directors on May 25, 2023.

(2) Functions and roles of Outside Directors and Outside Audit & Supervisory Board Members

The Outside Directors and Outside Audit & Supervisory Board Members provide supervision or audits and advice and proposals from an external perspective based on their respective expertise and wide-ranging, high-level experience and insight into management from an objective and neutral standpoint with no risk of conflict of interest with general shareholders, and fulfill the function and role of ensuring valid and appropriate decision- making and business execution by the Board of Directors.

6. Exchange of opinions with Outside Directors and Outside Audit & Supervisory Board MembersUpdated

In addition to participating in meetings Bet365 アプリe Board of Directors, Outside Directors and Outside Audit & Supervisory Board Members meet with the Representative Directors, Directors, Standing Audit & Supervisory Board Members, and others. These meetings, including Management Opinion Exchange Meetings, are held on a regular and as-needed basis. The themes are set for each Bet365 アプリe meetings, centered on various management issues and matters of high social concern. Reports are provided by Directors, the internal control divisions, and so forth regarding the status of business execution and internal control, and explanations are given in response to questions from the Outside Directors and Outside Audit & Supervisory Board Members, who also express their opinions regarding the Company's management, corporate governance, and other topics based on their respective expert knowledge, experience, and insights. In these and other ways, the Outside Directors and Outside Audit & Supervisory Board Members exchange frank and lively opinions. The Outside Directors and Outside Audit & Supervisory Board Members also exchange opinions with the Directors and Audit & Supervisory Board Members, etc. of operating companies.
Through these activities, Outside Directors supervise operational execution, and Outside Audit & Supervisory Board Members perform audits of operational execution and accounting practices.

Establishment Bet365 アプリe Strategy Committee

At the meeting Bet365 アプリe Board of Directors held on March 9, 2023, we established the Strategy Committee, composed solely of independent outside directors.
The Strategy Committee will monitor the progress Bet365 アプリe Group’s strategic priorities and continue to analyze and review the optimal group business structure and strategic alternatives (IPO, spin-off, etc.) comprehensively and objectively to achieve the Group’s strategic goals. Based on the results Bet365 アプリis review, the Strategy Committee will provide advice to the Board of Directors on strategies to increase the Group’s medium- to long-term corporate value.
On April 10, 2024, the Company announced action plans summarizing the deliberations conducted by the Board of Directors, following recommendations from the Strategy Committee.

The Discussions in Our Board and Strategy Committee Recommendations and Our Group’s Action Plans Toward the Maximization of Corporate and Shareholder Value

What is the Management Opinion Exchange Meeting?

Comprising all the Company's Directors and Audit & Supervisory Board Members, the Management Opinion Exchange Meeting is a meeting body aimed at explaining in advance the proposals at the Board of Directors meetings to the Directors and the Audit & Supervisory Board Members, as well as sharing information on the management and business strategies Bet365 アプリe Company and operating companies.

7. Activities Bet365 アプリe Board of DirectorsUpdated

(1) Setting the dates Bet365 アプリe meetings Bet365 アプリe Board of Directors and securing deliberation time

The meetings Bet365 アプリe Board of Directors Bet365 アプリe Company are basically held once per month, and are chaired by a Director selected by the Board of Directors.

Item	Details
Setting the dates Bet365 アプリe meetings Bet365 アプリe Board of Directors	Considering the increase in the number of Outside Directors and Outside Audit & Supervisory Board Members, as well as the fact that some Directors reside overseas, the Company begins preparations early and sets the dates of meetings six months prior to the commencement Bet365 アプリe fiscal year.
Deliberation time	In light Bet365 アプリe fact that meeting materials are shared in advance, the key points Bet365 アプリe agenda are explained clearly and briefly, while sufficient time is allocated for question and answer sessions and discussion. The Company is making efforts to secure sufficient time for deliberation through means such as reviewing the scheduling of meetings and holding extraordinary meetings, in order to accommodate active discussions from diverse standpoints.
Matter for resolution and reporting	If further deliberation is required, the agenda, etc. after being redrafted and improved to reflect the observations Bet365 アプリe Board of Directors, is again presented as follow-up deliberations at the next and subsequent meetings Bet365 アプリe Board of Directors, and is accordingly confirmed and resolved, etc.

Deliberation time Bet365 アプリe meeting Bet365 アプリe Board of Directors*

Deliberation time Bet365 アプリe Management Opinion Exchange Meetings*

(2) Matters for deliberation

The Board of Directors deliberates on a wide range of matters, with the major topics and themes as follows (examples provided are not exhaustive).

Major matters for deliberation	Examples of major themes discussed from May 2023 to April 2024
1. Matters determined by laws and regulations, including the Companies Act	Approval of quarterly financial statements Approval Bet365 アプリe agenda Bet365 アプリe general meeting of shareholders, etc.
2. Matters determined by the Corporate Governance Code	Assessment of cross-shareholdings Evaluation Bet365 アプリe Board of Directors’ effectiveness Establishment of a Lead Independent Outside Director Report on the status of dialogue with shareholders and institutional investors, etc.
Important topics for FY2023
I. Evaluation Bet365 アプリe progress and verification Bet365 アプリe Group’s growth strategies	Report on North America, Japan, and global CVS business strategies Report on food, DX, and financial strategies, etc.
II. Monitoring of superstore (SST) operations business turnaround	Corporate merger of Ito-Yokado and York Growth strategy of SST operations, etc.
III. Ongoing review of business portfolio	Transformation of 7-Eleven Australia into a wholly owned subsidiary Acquisition of Sunoco LP’s Stripes convenience stores (West Texas)
IV. Strengthening the Group’s governance structure	Establishment of Group management regulations Establishment of policy for separating the positions of chairperson Bet365 アプリe Board of Directors and CEO Review of Group risk management
V. Confirmation of initiatives relating to human capital management, etc.	Report on employee engagement as well as diversity and inclusion (D&I) initiatives Report by the Nomination Committee

8. Evaluation Bet365 アプリe Board of Directors' effectiveness [CGC Supplementary Principle 4.11.3]Updated

(1) Fundamental approach to evaluation Bet365 アプリe Board of Directors' effectiveness

The Company evaluates the effectiveness Bet365 アプリe Board of Directors (“Board of Directors’ evaluation”) by confirming, through objective analysis and thorough discussions, “whether the Board of Directors is effectively functioning to realize corporate value and improve corporate governance as the Company aims.” This evaluation is positioned as an important factor in the PDCA cycle leading to specific actions for further improvements in the Board’s effectiveness.
In addition, the Company has established the following policy regarding the Board of Directors' evaluation.

Board of Directors' evaluation implementation policy

1. The evaluation shall basically be a "self-evaluation," to be performed each year by all Directors and all Audit & Supervisory Board Members.
2. Progress Bet365 アプリe important topics set in the previous year's Board of Directors' evaluation shall be confirmed and evaluated.
3. With regard to the Board of Directors' evaluation process (conducting surveys and interviews, utilizing third-party organizations, etc.), the Board of Directors' secretariat shall prepare a draft each time, and this draft shall be discussed by the Board of Directors.

(2) FY2023 Board of Directors' evaluation process

The evaluation process for FY2023 was reviewed by the Board and conducted as follows.

Evaluators	All directors (15) and Audit & Supervisory Board members (5)
Third-party organization	Sumitomo Mitsui Trust Bank, Limited (“the third party”)
Scope of evaluation	Board of Directors, Nomination Committee, Compensation Committee, Strategy Committee, Audit & Supervisory Board, and individual directors
Evaluation process	1. Surveys for all evaluators (conducted by the third party) 2. Individual interviews with all evaluators (conducted by the third party) Note: Performance reviews (360-degree feedback) of directors also conducted during individual interviews 3. Compilation and analysis of surveys and individual interviews (conducted by the third party) 4. Report of evaluation results to the Board of Directors (conducted by the third party) Note: Feedback on the results Bet365 アプリe performance reviews (360-degree feedback) of directors is provided by the third party based on report submissions. 5. Discussions by all evaluators at the Board of Directors’ meeting
Outline of survey	I. Evaluation of important topics for FY2023 II. Evaluation of Board of Directors’ composition and member contributions III. Evaluation of Board of Directors’ operation IV. Periodic evaluation Bet365 アプリe Audit & Supervisory Board, etc. V. Periodic evaluation Bet365 アプリe Nomination Committee VI. Periodic evaluation Bet365 アプリe Compensation Committee VII. Periodic evaluation Bet365 アプリe Strategy Committee VIII. Summary

(3) Results of Board of Directors' evaluation

Results Bet365 アプリe FY2023 Board of Directors’ evaluation, as resolved at the Board meeting held on April 18, 2024, as well as important topics for the Board in FY2024, are as follows.

Summary of evaluation

1. The Board of Directors conducted a reevaluation of Group strategy in light of feedback from the capital market, and on March 9, 2023, announced the results Bet365 アプリe reevaluation along with an update to the Medium-Term Management Plan.
Additionally, the Strategy Committee comprised solely of independent outside directors was established to maximize the medium- to long-term corporate value and shareholder value Bet365 アプリe Company.
2. Each director and Audit & Supervisory Board member conducted discussions from a more diverse perspective through open and frank discussions based on their respective knowledge, experience, and abilities. While challenges remain, the Board of Directors has fulfilled its role and responsibilities, including monitoring functions, making appropriate use of voluntary committees.
3. In particular, the Strategy Committee has convened 13 times since its inception with a great deal of analytical work and informal discussions conducted prior to each meeting, requiring significant time and effort. Through this process, the committee compiled recommendations for the Board of Directors for its deliberation. The resulting action plans were announced on April 10, 2024.
4. Issues identified as priorities in the FY2023 Board of Directors' evaluation will be incorporated into the annual agenda Bet365 アプリe Board of Directors as important topics to be addressed in FY2024 in light Bet365 アプリe action plans.
5. In FY2024, the Company will strive to further enhance the Board’s effectiveness, centered around its important topics for the year, with the aim of achieving the goals Bet365 アプリe Medium-Term Management Plan.

Important topics for the Board in FY2024

Important topics		Measures
1. Monitoring Bet365 アプリe action plans aimed at accelerating growth		Accelerate and capitalize on growth opportunities in the fragmented North American market Promote investment and accelerate growth in the global CVS operations Maximize return on investment (ROI) through the establishment of global IT/DX strategy and governance Conduct thorough monitoring to transform Tokyo Metropolitan SST operations Maximize the synergy between retail and financial services Achieve the goals Bet365 アプリe Medium-Term Management Plan, etc.
2. Consideration of optimal Group structure		Monitor progress of efforts aimed at optimizing Group structure
3. Strengthening of investor engagement		Monitor progress on efforts to enhance the detail, specificity, and frequency of investor communications
4. Promotion of initiatives related to governance and human capital management, etc.		Monitor progress Bet365 アプリe human resource strategy supporting the growth strategy Examine governance system, including the role Bet365 アプリe Board of Directors Monitor progress Bet365 アプリe sustainability strategy

To ensure reliable promotion and execution of matters relating to the important topics for FY2024, we have been incorporating those topics into the annual agenda Bet365 アプリe Board of Directors, ensuring opportunities for the Board to deliberate and confirm, among other actions. Furthermore, this annual agenda is regularly reviewed and revised as necessary based on the implementation and promotion of action items related to the important topics and other factors.

The Company will work to further enhance the effectiveness Bet365 アプリe Board of Directors through ongoing evaluations in order to achieve sustainable growth and increase corporate value over the medium to long term.