SAKATA INX
Criteria for Determining the Independence of Outside Officers

Outside directors and outside audit & supervisory board members of the Company (hereinafter "Outside Officers") shall be considered independent if any of the following do not apply to them.

  1. An executive*1 of the Company or its subsidiary (hereinafter collectively the "Group") or a person who was an executive of the Group in the past 10 years.
  2. A person or entity a major business partner of whom is the Group*2 or a person who executes the business of the said person or entity.
  3. A major business partner of the Group*3 or a person who executes the business of the said business partner.
  4. A major shareholder*4 of the Company or a person who executes the business of the said shareholder.
  5. A major lender of the Group*5 or a person who executes the business of the said lender.
  6. A person who belongs to an audit corporation which is an accounting auditor for the Group.
  7. A consultant, accounting expert or legal expert who receives a large amount of money or other property*6 from the Group other than compensation for officers (if the person receiving such property is a corporation, partnership, or other organization, the person belonging to such organization).
  8. A person or entity who has received large donations*6 from the Group or a person who executes the business of the said person or entity.
  9. An executive of a third company for which an executive of the Company is concurrently serving as an outside officer.
  10. A person who has fallen under any of 2 through 9 above in the past three years.
  11. A person's spouse or relative having the second degree of kinship, if the person falls under any of 1 to 9 above and is also considered an important person.*7
  • *1 An "executive" is an executive director, executive officer, or executive employee.
  • *2 A "person or entity a major business partner of whom is the Group" refers to a business partner whose transactions with the Group exceeded 2％ of the business partner's consolidated sales in the most recent fiscal year.
  • *3 A "major business partner of the Group" refers to a business partner whose transactions with the Group exceeded 2％ of the Company’s consolidated annualized sales in the most recent fiscal year.
  • *4 A "major shareholder" means a shareholder who held 10％ or more of the total number of voting rights at the end of the most recent fiscal year.
  • *5 A "major lender" refers to a lender whose loans provided to the Group exceeded 2％ of the total assets shown in the Company's consolidated balance sheet as of the end of the most recent fiscal year.
  • *6 A "large amount of money or other property" and "large donations" shall be considered "large" if the amount received exceeded 10 million yen in the most recent fiscal year.
  • *7 An "important person" refers to an employee who as an executive fulfills important duties such as those of an executive director, executive officer, general manager, etc.

Established on December 1, 2023