Mercari adopts the “Company with the Audit and Supervisory Board” structure as defined in the Companies Act. The company aims to enrich its corporate governance and contribute to enhancing its corporate value in the mid-to-long term with a system that incorporates a board of directors, made up of directors who have thorough knowledge of Mercari’s business and outside directors who provide objective perspectives. The board makes decisions regarding basic management policies and execution of essential business operations, while separating supervision and execution and promoting the transfer of business execution authority to the executive division centered around senior vice presidents. Mercari also has an Audit and Supervisory Board, which audits the directors’ execution of duties from an independent perspective.

Furthermore, Mercari ensures fairness, transparency, and objectivity in procedures regarding decisions of nomination, remuneration, etc. of directors and senior vice presidents by establishing a voluntary advisory committee with independent outside directors as main members.

The Board of Directors bears responsibility for Mercari Group achieving its mission of “circulate all forms of value to unleash the potential in all people,” realizing efficient and effective corporate governance that maximizes the profits of shareholders and other stakeholders in the process, and achieving sustainable growth for the company as a result. To fulfill these responsibilities, the Board of Directors strategically guides the company, demonstrates supervision of all management matters, ensures fairness and transparency of management, and makes important business execution decisions.

The Board of Directors defines the matters it should decide on in internal regulations and works to delegate authority to the Senior Executive Committee and senior vice presidents for swift decision-making regarding business execution.

The Audit and Supervisory Board acts as an organization independent from senior management and audits such things as the directors’ and vice presidents’ execution of duties, the company’s internal controls system, and accounting. As part of these duties, the Audit and Supervisory Board creates criteria to appropriately evaluate the Accounting Auditor, evaluates the independence and expertise of the Accounting Auditor once per year using this criteria, and determines the content of proposals made to the General Meeting of Shareholders regarding the appointment/dismissal of the Accounting Auditor.

The Audit and Supervisory Board also works to have sufficient contact with outside directors such that the outside directors are able to gather information while maintaining their independence; ensures cooperation with related departments such as the finance department and the internal audit department; and collects sufficient information necessary to carry out reasonable audits.

The Nomination and Remuneration Advisory Committee is composed of at least three directors, of which the majority are independent outside directors, who have been elected by a resolution of the Board of Directors.

The Nomination and Remuneration Advisory Committee deliberates the following matters to create proposals for the Board of Directors.

• Matters related to the appointment or dismissal of directors (matters requiring resolution at the General Meeting of Shareholders)
• Matters related to the appointment or dismissal of senior vice presidentsMatters related to the selection or removal of the Board’s Representative Director
• Matters related to the selection or removal of titled directors
• Matters related to remuneration systems/policies and individual remuneration for directors, and senior vice presidents
• Matters related to directors’ remuneration amounts (matters requiring resolution at the General Meeting of Shareholders)
• Matters related to succession plans (including development)
• Other important business matters that the Board recognizes as requiring the Nomination and Remuneration Advisory Committee’s advice

In addition to the above, the Nomination and Compensation Committee deliberates on the following matters and offers opinions to the Audit and Supervisory Board.

• Matters related to the election or dismissal of Audit and Supervisory Board members (matters requiring resolution at the General Meeting of Shareholders)
• Matters related to remuneration systems/policies and individual remuneration for Audit and Supervisory Board members