Corporate Governance Policy and System

Basic Policy

The creation of a highly transparent management system is a high priority based on our belief that establishing an effective management structure and internal control system and improving corporate governance will lead to continuous improvement of corporate value. In addition, we will strive to maintain and develop good relationships with all stakeholders (including shareholders, customers, employees, society, and business partners), while also working to ensure prompt and proactive disclosure of information.

Corporate Governance System

Overview and Activities of Each Organizational Body

1. Board of Directors

Number of meetings: 13

Attendance rate: 100%

Objectives

Makes statutory resolutions on important matters related to medium- to long-term management, and matters stipulated by laws, regulations and the Articles of Incorporation. Supervises the execution of duties by executive directors and executive officers.

Main Topics Discussed and Related Activities

The Executive Advisory Committee, which is composed of members of the Board of Directors, convenes as needed. Important themes are discussed multiple times before resolutions are made at Board of Directors meetings.

Regular Agenda Items

Medium-term and annual business plans/Matters related to the General Meeting of Shareholders/Approval of financial statements/ Appropriation of surplus/Selection of representative directors and executive directors/Selection of executive officers/Selection of Nomination Advisory Committee and Remuneration Advisory Committee members/Assessment of effectiveness of the Board of Directors/Internal audit reports and plans/Report of the Compliance and Risk Management Committee/Policy for cross-shareholdings/ Report and evaluation of ESG initiatives/Monthly performance report

Non-Regular Agenda Items

Production management system/System investments/Rule changes/Culture and Engagement Survey/Conflicting interest transactions with affiliated companies The Executive Advisory Committee, which is composed of members of the Board of Directors, convenes as needed. Important themes are discussed multiple times before resolutions are made at Board of Directors meetings.

2. Board of Auditors

Number of meetings: 16

Attendance rate: 98%

Objectives

Audits the general execution of duties by directors from the perspectives of legality and appropriateness. Prevents or rectifies fraudulent acts, and violations of laws, regulations, and the Articles of Incorporation.

Main Topics Discussed and Related Activities

In order to accurately understand the status of management, the Board of Auditors participates in meetings of the Board of Directors and other important meetings; interviews directors, executive officers, and managers of subsidiaries; and conducts inspections of business sites. In addition, the Board of Auditors cooperates with the accounting auditor and the Internal Audit Office to understand the status of business and internal control; holds regular meetings with representative directors and independent directors; and raises issues and makes recommendations regarding important Group-wide issues based on the results of audits.

3. Remuneration Advisory Committee

Number of meetings: 8

Attendance rate: 98%

Objectives

Reports to the Board of Directors and the Board of Auditors regarding issues including compensation for directors, auditors and executive officers.

Main Topics Discussed and Related Activities

The committee held discussions on the ESG evaluation for restricted stock compensation, the director and executive officer remuneration system, and other matters.

4. Nominating Advisory Committee

Number of meetings: 20

Attendance rate: 96%

Objectives

Reports to the Board of Directors and Board of Auditors on issues including the appointment and dismissal of directors, auditors and executive officers.

Main Topics Discussed and Related Activities

The committee held discussions on the nomination of director candidates and on executive officer appointments, including those of senior executive officers.

5. Executive Advisory Committee

This committee is composed of members of the Board of Directors, and is a forum for discussion and exchange of opinions on medium- and long-term management strategies as well as a forum for ensuring adequate prior discussion of agenda items at Board meetings.

6. Internal Audit Office

The Internal Audit Office, which currently comprises 13 members, conducts internal audits.This office audits the status of compliance with internal rules and manuals at stores and headquarters, and the appropriateness and effectiveness of overall business activities and procedures. Audit results are reported to the Board of Directors and the Board of Auditors.

7. Accounting Auditor

As for financial audits, we have created an environment that facilitates fair auditing with a team comprising two certified public accountants (Mr. Hirotaka Nakata and Mr. Yosuke Sato), 18 certified public accountants who provide assistance, and 37 other members associated with KPMG AZSA LLC.

Skills Matrix and Committee Composition

Note: Please scroll to the right to view

Name	Current position	Gender	Attendance at meetings of the Board of Directors (2025/8)	Overall corporate management	Operations	Finance and accounting	Business entrepreneurship and social entrepreneurship	Technology	International mindset	Humanities and art	Sustainability and diversity	Administration and risk management	Meetings and Committees				Concurrent positions
													Board of Directors	Nomination Advisory Committee	Remuneration Advisory Committee	Board of Auditors
Satoshi Shimizu	President & Representative Director		13/13 (100%)	○	○				○	○	○	○	◎	○	○		Member of the Board of Directors of MUJI HOUSE Co., Ltd.
Hirotaka Takahashi	Member of the Board of Directors and Senior Executive Officer		10/10 (100%)	○	○			○			○	○	○
Takahiro Miyazawa	Member of the Board of Directors and Senior Executive Officer		Newly Appointed	○	○		○	○			○		○
Jun Yokohama	Member of the Board of Directors and Senior Executive Officer		Newly Appointed	○	○	○	○		○			○	○				Outside Director, AI Medical Service Inc. President & Executive Officer, MUJI ENERGY LLC
Atsushi Yoshikawa	Independent Director		13/13 (100%)	○		○		○	○	○	○	○	○	◎	○		Director and Member of Audit and Supervisory Committee, Asset Management One Co., Ltd.
Kumi Ito	Independent Director		13/13 (100%)	○			○	○	○		○	○	○	○	○		Outside Director, Sompo Care Inc. Outside Director, True Data Inc. Executive Director, Tsukuba University Managing Partner, Office KITO GK
Yuriko Kato	Independent Director		13/13 (100%)	○			○	○	○		○		○	○			President & Representative Director, M2 Labo. Inc. President & Representative Director, Vegibus Inc. M2Labo Bharat Private Limited CEO President & Representative Director, Vegibus Dining Inc.
Mayuka Yamazaki	Independent Director		13/13 (100%)	○			○		○	○	○		○		◎		Outside Director and Audit and Supervisory Committee Member, M3, Inc. Outside Director, RENOVA Inc.
Kazuhiro Higashi	Independent Director		Newly Appointed	○	○	○			○		○	○	○	○	○		Independent Director, Sompo Holdings, Inc. Independent Director, Honda Motor Co., Ltd. Senior Advisor, Resona Holdings, Inc. Senior Advisor, Resona Bank, Limited Vice Chairman, Osaka Chamber of Commerce and Industry
Kei Suzuki	Full-time Corporate Auditor		13/13 (100%)	○	○				○			○	○			◎
Kosuke Yamane	Full-time Outside Corporate Auditor		13/13 (100%)	○	○	○		○	○		○	○	○			○
Jun Arai	Outside Corporate Auditor		13/13 (100%)	○		○			○		○	○	○			○
Maoko Kikuchi	Outside Corporate Auditor		13/13 (100%)	○			○		○		○	○	○			○	Outside Director; MITSUI-SOKO HOLDINGS Co., Ltd. Managing Partner; Compass International Law Office

◎ Refers to the chairperson 〇 Refers to member attendance
Takahiro Miyazawa, Jun Yokohama and Kazuhiro Higashi were appointed at the 2025 General Shareholders Meeting.

Ratio of Independent Directors to All Directors

Ratio of Female Directors to All Directors

The experience and expertise (skills) required of directors and corporate auditors are as follows.

Cross-Shareholdings

Ryohin Keikaku's policy is to sell cross-shareholdings in principle, and the Board of Directors receives reports on the reduction of cross- shareholdings every year.
In exercising voting rights of shares held as cross-shareholdings, we vote appropriately after judging the pros and cons of each proposal. We comprehensively examine factors such as whether the proposal will contribute to enhancement of the investee company's corporate value, whether it will contribute to enhancement of the Ryohin Keikaku Group's sustainable growth and medium- to long-term corporate value, and whether it conforms to the purpose of holding the shares.
*All cross-shareholdings owned as of the end of the fiscal year ending August 2025 were sold during the fiscal year ending August 2026. Accordingly, we have no cross-shareholdings as of November 21, 2025.

Dialogue with Shareholders

We disclose detailed information on our financial results on our website at the time of each quarterly results announcement.In addition, we host quarterly financial results briefings, and the related presentation materials are made available on our website.We respond to requests for meetings to the extent possible, viewing them as opportunities for constructive dialogue to improve our corporate value.

Dialogue with Independent Directors and Shareholders (Institutional Investors)

In June 2025, the Company held an investor briefing with an independent director and twenty-three institutional investors.There was a lively discussion about the state of the Board of Directors, and topics included the progress and challenges of the medium-term business plan.The Company is strengthening dialogue with shareholders and investors, including through the participation of independent directors.

Investor Briefing with Independent Director and Shareholders (Institutional Investors)

Engagement with Individual Shareholders

Related page