The JVCKENWOOD Group regards increasing the transparency and efficiency of decision-making in management by strengthening corporate governance and aiming to improve corporate value as one of the most important management issues. The JVCKENWOOD Corporate Governance Policy is basic policy on corporate governance touching upon the each of the principles of the Corporate Governance Code, and it serves as guidelines for implementing a sound and robust governance system throughout the Group.

JVCKENWOOD Corporate Governance Policy
(established December 1, 2015, revised June25, 2025)

The JVCKENWOOD Group is undertaking company-wide efforts to bolster corporate governance and continually generate profit in order to meet the expectations of our stakeholders and to achieve our Corporate Philosophy of “Creating excitement and peace of mind for the people of the world.”

In promoting our initiatives, we set the following KPI (Key Performance Indicators) and manage their progress.

The themes of our initiatives are enhancement of deliberations at meetings of the Board of Directors, establishing medium- to long-term Board succession, holding Director training, off-site meetings, etc., revising the directors' compensation system, and stronger diversity in the Board of Directors and senior management.
As part of our efforts to further enhance the effectiveness of the Board of Directors, regarding enhancement of deliberations at meetings of the Board of Directors, establishing medium- to long-term Board succession, holding Director training, off-site meetings, etc., and revising the directors' compensation system, we have set multiple KPIs aimed at ensuring more substantial deliberations at meetings of the Board of Directors.

Regarding "stronger diversity in the Board of Directors and senior management," we believe that ensuring diversity in the Board of Directors and senior management will result in the reflection of diverse values in management strategy and thus contribute to sustainable growth amid increasingly fierce global competition. Accordingly, we aim to ensure that women make up at least 30% of all directors by FY2030.

The Company appointed two female External Directors, and one female Executive Officer, on June 25, 2025.

The Company formulated a medium-term management plan, VISION 2025, in April 2023. The following is a summary of the areas of expertise and skills expected of the management team in order to solve the management issues faced by the Company and achieve medium to long-term improvements in corporate value, as well as to ensure diversity and balance on the Board of Directors.

The reasons and standards for skills are as shown below.

Article 18 of JVCKENWOOD Corporate Governance Policy

In general, to ensure the effectiveness of the supervisory function of the management based on experience, achievements, expertise, insights, and other attributes, as well as independence from conflicts of interest with general shareholders, the Company shall elect candidates for External Directors by confirming their business backgrounds and ensuring that they are not principal shareholders of the Company or have never been engaged in business execution at the Company's main business partners (with a transaction value of one percent or more of the consolidated net sales of the Company), based on its criteria and policies for independence set out in accordance with the "Guidelines for the Governance of Listed Companies" (III 5. (3)-2) established by the Tokyo Stock Exchange.

During the fiscal year ended March 31, 2025, there were 15 Board of Directors' meetings, 15 Audit & Supervisory Board meetings, and 14 Nomination and Remuneration Advisory Committee meetings.

Independent Officers Notification
Independent Officers Notification

(From April 1, 2024 to March 31, 2025)

*For more information, see Securities Report for the 17th Fiscal Year Ended March 2025 (April 1, 2024 - March 31, 2025) (Japanese)

The Company determines remuneration, bonuses, and other economic benefits, for Directors (excluding Directors who are Audit & Supervisory Committee Members), to be received as consideration for the execution of duties ("remuneration, etc. of Directors (excluding Directors who are Audit & Supervisory Committee Members)") by resolution at a Shareholders' Meeting.

The remuneration, etc. of Directors (excluding Directors who are Audit & Supervisory Committee Members) consists of a three-tier structure, including fixed remuneration, short-term incentive (hereinafter, "STI"^*1) and medium- to long-term incentive (hereinafter, "LTI^"*2), each of which is clearly defined.

The Company has set forth a method for determining the amount of remuneration based on internal rules resolved by the Board of Directors, following a report from the Nomination and Remuneration Advisory Committee, within the scope of the total amount of remuneration resolved at a Shareholders' Meeting.

Specifically, at the 17th Ordinary General Meeting of Shareholders held on June 25, 2025, a resolution was passed stipulating that in addition to the fixed remuneration, the amount of remuneration, etc., including bonuses and other monetary remuneration as the above STI, shall be no more than 432 million yen per year for Directors (excluding Directors who are Audit & Supervisory Committee Members) (including no more than 96 million yen per year for external Directors). The aforementioned total amount of remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members) also includes the portion of remuneration as an employee for Directors who work as employees at the same time (including the Executive Officer's portion), and the above stock-based payment as LTI is separate. No retirement benefits shall be paid to Directors (excluding Directors who are Audit & Supervisory Committee Members).

At the conclusion of the 17th Ordinary General Meeting of Shareholders held on June 25, 2025, there were ten (10) Directors (excluding Directors who are Audit & Supervisory Committee Members) (including four (4) External Directors).

Officer compensation consists of (1) fixed remuneration, (2) short-term incentive (STI), and (3) medium- and long-term incentive (LTI), in order to create an incentive for officers to increase short-term performance, as well as medium- and long-term performance, and corporate value. The proportion of each type of compensation is as follows: (1) fixed remuneration = 75%, (2) short-term incentive (STI) = 10% or 15%, and (3) medium- and long-term incentive (LTI) = 15% or 10%.
Looking ahead, JVCKENWOOD will work toward increasing the proportion made up of performance-based payment as a method to strengthen incentives aiming for further growth.

Fixed remuneration is an amount of remuneration determined in accordance with internal rules for each title (President, Executive Vice President, Senior Managing Executive Officer, Managing Executive Officer, etc.) and each position (Representative, Chairman of the Board, Member of Nomination and Remuneration Advisory Committee, etc.), paid as monthly remuneration in cash.

The Company pays as a bonus the STI that will be added to or subtracted from the calculation base amount calculated from the individual amount of base remuneration, ranging from 0% (no payment) to 200% (double the amount of the calculation base) according to business performance (profit, capital efficiency indicators, etc.) (STI is not paid to Directors who do not serve as Executive Officers at the same time).

STI for FY2024 was determined according to specific indicators linked to performance and adjustment coefficients determined at a meeting of the Board of Directors held on August 1, 2024, based on performance in FY2024. A total amount of 48 million yen was paid to six Directors serving as Executive Officers at the same time in FY2024.

A sample of the STI calculation formula is as follows.
Bonus = STI standard annual amount (Y) × comprehensive assessment (X%)
Comprehensive assessment (X%) = (a × A) + (b × B) + (c × C)]

In addition, ESG indicators (engagement, CO2 emissions reduction, and external assessment) have been added as KPIs for short-term incentive performance evaluations.

The Company introduces a stock remuneration system using trusts ("this system") as LTI for Directors of the Company (excluding Directors who are Audit & Supervisory Committee Members or External Directors).

The purpose of this system is to raise Directors' awareness of contributing to the improvement of medium- to long-term performance and the enhancement of corporate value by further clarifying the linkage between the remuneration for Directors and the value of the Company's shares, and enabling Directors to share profit and risks arising from share price fluctuation with shareholders. The Company also introduces a similar stock remuneration system for Executive Officers who do not concurrently serve as Directors. An outline of this system is as follows.

Provisions have also been established to the effect that the Company may also acquire the shares that have been delivered without consideration in cases such as the following: the transfer, provision as collateral, or disposal of shares that have been delivered during the transfer restriction period; illegal acts; petition for the commencement of bankruptcy or civil rehabilitation proceedings; resignation for reasons that are not legitimate; material compliance violations; or defamation of the Company. In addition to the above, as a result of the voluntary acquisition of a certain amount of the Company's shares every month through the Executive Shareholding Association, Directors and Executive Officers engage in management from a shareholder's perspective that prioritizes medium- to long-term performance.

The Company determines remuneration, etc., for Directors who are Audit & Supervisory Committee Members, to be received as consideration for the execution of duties by resolution at a Shareholders' Meeting.

The 17th Ordinary General Meeting of Shareholders held on June 25, 2025, it was resolved that remuneration for Directors who are Audit & Supervisory Committee Members shall be no more than 108 million yen per year. No retirement benefits shall be paid to Directors who are Audit & Supervisory Committee Members. At the conclusion of the 17th Ordinary General Meeting of Shareholders held on June 25, 2025 there were four(4) Directors who are Audit & Supervisory Committee Members(including three (3) External Directors).

Following consultation among the Directors who are Audit & Supervisory Committee Members, the Company has set forth the specific amount of remuneration for each Director who is an Audit & Supervisory Committee Member based on internal rules, within the scope of the total amount of remuneration resolved at a Shareholders' Meeting.

Specifically, the remuneration for Directors who are Audit & Supervisory Committee Members consists of a basic remuneration and the remuneration according to each title (Audit & Supervisory Committee Member, and Chairman of the Audit & Supervisory Committee, etc.), in addition, "Audit & Supervisory Committee Member remuneration", "Chairman of the Audit & Supervisory Committee remuneration", or "Full-time Audit & Supervisory Committee Member remuneration". Audit & Supervisory Committee Members are not eligible for STI or LTI payment.

The Company holds constructive dialogue with shareholders with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term. Through such dialogue, the Company shall clearly convey its management policy to shareholders and endeavor to gain their understanding, providing the Company’s management and the Board of Directors with feedback concerning the opinions and concerns of the shareholders obtained through dialogue, in the Company’s efforts to enhance corporate value.

1. The Chief Executive Officer (CEO) of the Company shall assume the post of chair of the shareholders' meeting and pay careful attention as a supervisory manager to achieve constructive dialogue with shareholders in general, and the executive officer in charge of head of administrative division shall be responsible for all dialogue with shareholders. Each Director of the Board shall share the responsibility with consideration given to shareholders' requests, etc.
2. The Shareholder Relations (SR) Department shall be established under the Executive Officer in charge of Head of Administrative Division to serve as the secretariat for holding dialogues between the Company and its shareholders. The SR Department shall exchange information regularly with the supervisor, Directors, the Finance & Accounting Division, and other related parties, who are engaged in constructive dialogues with shareholders. The SR Department shall also exchange opinions regarding disclosure and the explanation of financial results and other matters, based on expertise in their respective fields, and work in cooperation to hold the dialogue between the Company and its shareholders.
3. The Company shall endeavor to obtain the shareholders' understanding of management strategy and the business environment through financial results briefings, the disclosure of information on the Company's website, and other means.
4. The Board of Directors shall receive feedback concerning the dialogue between the Company and its shareholders in a timely and appropriate manner, and actively utilize them to formulate the Company's medium- and long-term business strategy, and other matters.
5. The Company shall be well aware of the handling of insider information when holding dialogues with its shareholders, and shall thoroughly conduct the management and other treatment of insider information in accordance with the "Regulations for Timely Disclosure," "Administrative Regulations for Insider Information," and "Confidential Information Management Rules," prescribed separately. [Principle 5-1 Information to Be Disclosed]

(JVCKENWOOD Corporate Governance Policy, Article 4, Policy for Constructive Dialogue with Shareholders)
Status of dialogue between management and shareholders in FY2024

The Company has set forth our policy on strategic shareholdings in the JVCKENWOOD Corporate Governance Policy.

1.  In the course of its business, the Company may hold shares in other companies whose business it expects to maintain and further expand. Such shareholdings include shares of companies held based on capital and business alliances concluded with the aim of achieving growth and developing the Company’s businesses, and shares held for the purpose of maintaining and strengthening business relationships. In the meantime, the Company shall verify the need for the Company to hold shares held based on past results every year by comprehensively examining the benefits, risks, capital costs and other factors associated with holding for each individual share and dispose of shares that the Company no longer needs to hold as much.
2. Purchase and disposal of shareholdings will be carried out based on a resolution of the Board of Directors or the Board of Executive Officers upon establishing criteria based on importance by the Board of Directors.
3. With respect to the exercise of voting rights concerning the shareholdings, the Company shall comprehensively determine, after reviewing proposals at the General Meeting of Shareholders, whether the contents of the proposals can enhance the corporate value of the companies in which the Company holds shares. The Company shall also assess such proposals in terms of their conformity with the reason for holding the shareholdings, and their impact on the Company. In addition, the Company shall confirm the companies whose shares it holds with regard to the intent of the proposals, whenever necessary. [Principle 1-4 Information to Be Disclosed]
4. If any corporation or other entity which holds shares in the Company through strategic shareholding (a shareholder of strategic shareholdings) indicates its intention to sell or otherwise dispose of the shares it holds, the Company shall not present any condition that would be disadvantageous to the shareholder of strategic shareholdings, such as reducing transactions due to said sale, and deal with it, respecting the intention of the shareholder of strategic shareholdings to the maximum extent possible, while fully understanding the intention of the Corporate Governance Code and the intention of the shareholder of strategic shareholdings.
5. Even in the case of entering into transactions with shareholders of strategic shareholdings, the Company shall do so after receiving a number of views and supervision from managers, etc. of other departments, in respect of individual transactions, in decision-making processes of the Board of Directors, etc. and also verifying the economic rationality in order to prevent any unreasonable transaction from occurring that will harm the interests of corporations or entities and common interests of shareholders due to a shareholding relationship.

If a share acquisition by a specific individual or group may risk damaging the corporate value or the common interests of shareholders, the Company considers it necessary to take appropriate measures to ensure the corporate value and the common interests of shareholders to the extent that can be tolerated by laws and regulations and the Articles of Incorporation. The Company also acknowledges the importance of ensuring the corporate value and the common interests of shareholders, and is carefully continuing reviews on the matter, but at this point no concrete defense measures have been implemented.