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Corporate Governance

As of April 1, 2024

MARUI GROUP's corporate philosophy calls for us to "continue evolving to better aid our customers" and "equate the development of our people with the development of our company." Accordingly, we support the passion of all employees to aid our customers to create a virtuous cycle in which the growth of our people furthers the development of the Company, which in turn facilitates the further growth of our people. This cycle is part of our pursuit of improvements to corporate value. Given this approach, reinforcing corporate governance is a top priority, and we endeavor to practice sound management that is highly transparent and efficient to heighten earnings capacity.

In addition to its Board of Directors and Audit & Supervisory Board, MARUI GROUP has established the Management Committee, which functions as the highest decision-making body and is composed of 17 executive officers. In addition, we formulated the MARUI GROUP Corporate Governance Guidelines to codify our stance toward corporate governance and our initiative policies. Information on the implementation of these guidelines is provided in the Company's Corporate Governance Report.

The Company will continue to enhance its corporate governance systems going forward.

Overview of Corporate Governance System

Organizational Structure Company with Corporate Auditors
Board of Directors Six directors (three of whom are external directors)
Board of Directors Meeting Information
(Fiscal year ended March 31, 2021)
Number of Board Meetings: 9
Board Meeting Attendance: 99%
Attendance of Independent Directors at Board Meetings: 96%
Audit & Supervisory Board Four members (two of whom are external Audit & Supervisory Board members)
Audit & Supervisory Board Meeting Information
(Fiscal year ended March 31, 2021)
Number of Board Meetings: 16
Board Meeting Attendance: 98%
Attendance of Independent Auditors at Board Meetings: 96%

MARUI GROUP Code of Conduct

All Group officers and employees are expected to comply with laws and regulations as well as with international rules and the principles embodied in these norms and to act with the recognition that adherence to the MARUI GROUP Code of Conduct is an important duty of all members of MARUI GROUP. The MARUI GROUP Code of Conduct was established after sufficient discussion by the Board of Directors and will be reviewed as appropriate.

MARUI GROUP Policies

Governance

MARUI GROUP Disclosure Policy

MARUI GROUP complies with all relevant laws and regulations and conducts timely and appropriate information disclosure to ensure that its management is both impartial and highly transparent. The Corporate Planning Division, the IR Department, the General Affairs Department, and the Financial Department are responsible for information disclosure. The Company actively discloses both financial and non-financial information if this information is deemed valuable to shareholders, investors, and other stakeholders, seeking to deepen their understanding of the Company. Moreover, we seek to disclose information through venues that are easy to access.

MARUI GROUP Anti-Corruption Policy

The MARUI GROUP Anti-Corruption Policy was established to facilitate stronger corporate governance and sound and highly transparent management. Through efforts centered on the Compliance Promotion Board, MARUI GROUP aspires to ensure that its corporate activities are sound and free of abuses of authority or position, unethical behavior, and all other forms of corruption.

MARUI GROUP Tax Policy

Complying with tax laws and paying appropriate taxes contributes to communities and to the greater society and is therefore congruent with MARUI GROUP’s concept of co-creation sustainability management. Based on this recognition, MARUI GROUP has established the MARUI GROUP Tax Policy and seeks to exercise its responsibility to make tax payments based on the circumstances of its business and to ensure transparency in its tax payments in order to minimize tax risks.

MARUI GROUP Information Security Policy

MARUI GROUP has formulated the MARUI GROUP Information Security Policy to guide the establishment and implementation of information security management systems to protect the information assets of customers and of MARUI GROUP from all threats, whether internal or external, accidental or intentional, and thereby help ensure the continuity of MARUI GROUP’s business activities. Officers and employees are expected to act and handle information assets in compliance with this policy in order to contribute to improved information security.

ISO 27001 Certification

The Data Center Division of M & C SYSTEMS CO., LTD., received information security management system certification in 2006. In March 2007, after the development of international standards as well as standards set by the Japanese Industrial Standards Committee (JISC) related to information security management systems, ISO 27001 certification was acquired.

Protection of Personal Information

In protecting personal information, the Group has established regulations for handling such information and seeks to improve the accuracy of information management through the initiatives of the Information Security Committee, which is membered by directors and executive officers. We also periodically hold Groupwide educational and training programs aimed at employees to further promote information protection. With regard to personal information stored as electronic data, we practice rigorous management of core servers and undergo security inspections by third-party organizations to ensure that we are safe from attacks from outside of the Company. MARUI GROUP also takes every possible measure to prevent unauthorized access from within the Company

PrivacyMark Certification

Group companies M & C SYSTEMS CO., LTD.; Epos Card Co., Ltd.; AIM CREATE CO., LTD.; MOVING CO., LTD.; MRI Co., Ltd.; and MARUI HOME SERVICE Co., Ltd., handle personal information in the course of their businesses. The personal information management systems of these companies are compliant with JISC standards and have been certified by JIPDEC, granting these companies permission to use the PrivacyMark.

MARUI GROUP Social Media Policy

MARUI GROUP utilizes social media as a communication tool for facilitating co-creation activities with all of its stakeholders. The Company has established the MARUI GROUP Social Media Policy, which oversees the operation of official social media accounts and private social media use by Group officers and employees, and is working to facilitate sincere and appropriate communication based on respect for the diverse views of stakeholders.

Basic IT Service Management Policy of MARUI GROUP Subsidiary
M & C SYSTEMS CO., LTD.

M & C SYSTEMS manages and operates MARUI GROUP's IT systems. This company has established the Basic IT Service Management Policy of MARUI GROUP Subsidiary M & C SYSTEMS CO., LTD. to facilitate swifter and more accurate responses to rapidly changing customer needs and constructs and implements ongoing improvements to its management systems based on this policy.

ISO 20000 Certification

In April 2008, ISO 20000 certification was acquired with regard to the product sales and distribution systems of MARUI CO., LTD., and the core operating systems of Epos Card Co., Ltd. The ability to acquire this certification was a reflection of MARUI GROUP’s swift response to system malfunctions, its provisions for preventing recurrence of incidents, and other factors that contribute to the high quality of its services.

MARUI GROUP Procurement Policy

MARUI GROUP engages in responsible procurement together with business partners across the entire supply chain with respect to the development of private brands. Based on the following procurement policy, the Company explains its policies to business partners, after which it performs surveys and has dedicated staff from the Sustainability Department conduct on-site audits. The results of these activities are shared with the business partners in question so that we may advance initiatives together.

Social

MARUI GROUP Human Rights Policy

MARUI GROUP aims to contribute to the development of a flourishing and inclusive society that offers happiness to all. We therefore declare that all Group officers and employees are expected to endorse international standards regarding human rights and ensure respect for the personalities and individuality of all people throughout the Company. In addition, we ask that business partners and other external stakeholders endorse the MARUI GROUP Human Rights Policy, and we also disclose information on related initiatives.

MARUI GROUP Customer Engagement Policy

Customers form the basis for all of MARUI GROUP's business activities. Based on the concept of inclusion, the Company has established the MARUI GROUP Customer Engagement Policy, which is based around six core themes, to guide its efforts to co-create an inclusive society together with its stakeholders.

MARUI GROUP Occupational Health and Safety Policy

MARUI GROUP understands that providing employees with a safe and hygienic workplace environment is essential to supporting the growth of all employees and is instrumental to invigorating the entire organization and driving the improvement of corporate value. The MARUI GROUP Occupational Health and Safety Policy was established based on this understanding. In accordance with this policy, we pursue higher levels of safety and hygiene and promote voluntary occupational health and safety initiatives on a Groupwide basis in all business activities.

MARUI GROUP Human Resource Development Policy

MARUI GROUP views employees as a precious asset borrowed from society. Based on this belief, we have introduced voluntary participation frameworks to heighten our ability to foster employees with the desired characteristics. Going forward, MARUI GROUP will continue to stimulate the growth of employees to fulfill its role as a venue for the contributions of all employees and as a member of the communities it serves and of the greater society.

Environment

MARUI GROUP Environmental Policy

Recognizing the importance of implementing PDCA (plan-do-check-act) cycles to manage its efforts to reduce environmental impacts while generating profits, MARUI GROUP has laid out a clear basic policy and defined priority issues and action policies. In accordance with these policies, MARUI GROUP is promoting eco-friendly business activities as it advances a concerted effort to address climate change and other environmental issues.

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