JTB's corporate governance framework is centered around an Audit & Supervisory Board, which is responsible for furnishing independent and objective monitoring and oversight. Our Board of Directors is responsible for making major business and policy decisions.
The presence of outside members on the Board of Directors helps to ensure quality decision-making.
In addition, our Personnel and Compensation Advisory Board, chaired by the President & CEO of JTB Corp., ensures impartiality and objectivity in the appointment, removal and compensation of members of the Board of Directors and our senior leadership team.

Corporate Governance Framework: Schematic Representation

（1）Board of Directors

The Board of Directors is responsible for establishing our Group Mission and making major decisions involving business plans, strategies and policies. The Board recognizes its collective duty to oversee the performance of its individual members and to establish appropriate internal control mechanisms. To ensure efficacy, JTB strives to maintain a balanced, appropriately-sized Board that includes members with diverse backgrounds and expertise.
As of March 31, 2024, the Board of Directors consisted of 13 members, including 6 outside directors. To facilitate active participation in Board deliberations by independent outside members, we encourage regular and ongoing information sharing and consensus building between outside Board members and our senior executive team.
In order to ensure proper functioning of the Board, its members are periodically requested to share their perspectives on Board efficacy. The results from our most recent Board member interviews (conducted in 2023) are being used to develop additional measures for enhancing Board effectiveness.

（2）Audit & Supervisory Board

Guided by a fiduciary duty to the company's shareholders, our Audit & Supervisory Board and its individual members are required to exercise their duties objectively and independently. These duties include monitoring the performance of individual members of the Board of Directors as well as making decisions regarding the appointment, removal and compensation of independent external auditors. To ensure audit quality, members of the Audit & Supervisory Board are required to comply with the auditing standards, policies and plans established by said Board. As a general rule, a majority of the members of the Audit & Supervisory Board are appointed from outside the organization.
As of March 31, 2024, our Audit & Supervisory Board consisted of three members, two of whom were appointed from outside the JTB organization.

（3）Appointment Criteria

Members of the Board of Directors must possess a solid understanding of our organization's business model, an appropriate balance of expertise, experience and skills to effectively carry out their duties, and the judgment required to make major business decisions. Members of the Audit & Supervisory Board must possess appropriate experience and skills as well as the financial, accounting and legal expertise required to establish effective corporate governance mechanisms that support sustainable business growth and help us live up to the trust and expectations placed in our organization by stakeholders.

（4） Internal Controls Committee

The JTB Group's Internal Controls Committee, chaired by the President & CEO of JTB Corp., continuously re-examines our Basic Policy on Corporate Governance in order to ensure that our organization properly keeps pace with changes in the business environment. Disciplined oversight by the Internal Controls Committee ensures the effectiveness of internal control systems, the appropriateness, effectiveness and efficiency of operations, and the ongoing creation of corporate value.

（5）Internal Audit Office

Under the direction of the President & CEO of JTB Corp., the Internal Audit Office is tasked with conducting internal audits covering our entire organization. The purpose of these audits is to ensure achievement of business objectives through rational and effective execution of operations, effective risk management and internal controls, and compliance with applicable laws, regulations and by-laws. The Internal Audit Office reports audit results to the President & CEO, the Audit and Supervisory Board and the Board of Directors and also furnishes specific advice and recommendations to relevant departments in order to improve operational performance.

The President & CEO of JTB Corp. has ultimate responsibility for the implementation of effective internal controls. Our internal control system is regularly reviewed and assessed via independent monitoring conducted by the Internal Audit Office, which reports directly to the President & CEO. With support from our Internal Controls Team, leadership teams at each of our business headquarters have primary responsibility for providing guidance and instructions aimed at improving internal controls.

Internal Controls: Schematic Representation

Through workforce training and testing, we promote awareness and compliance with the legal requirements that are most relevant to our business, including those related to human rights, privacy, intellectual property, fair competition and whistleblowing.

The JTB Group Code Hotline, our in-house whistleblowing mechanism, enables all JTB Group colleagues (including officers, temporary hires, etc.) to report genuine concerns about illegal or improper conduct without fear of retaliation. Concerns reported to the Hotline are subject to objective investigation and appropriate follow-up.

Policy Regarding Business Dealings and Procurement
In order to deliver a superior customer experience, live up to the expectations of stakeholders and contribute to the creation of a sustainable society, JTB and its employees strive to consistently conduct business ethically. We work closely with suppliers to promote integrity across our supply chain. Our Transaction Policy consists of the following key components:

Anti-Bribery Policy
· Anti-Corruption and Anti-Bribery
The JTB Group is committed to the highest ethical standards. We maintain a zero tolerance policy for bribery and corruption as well as all conduct that creates the appearance of bribery or corruption.
JTB Group personnel are expected to strictly comply with all applicable laws and are prohibited from offering (or receiving) any improper payment, gift or other inducement to (from) any person, including private sector workers, public officials, customers, business partners and suppliers.

Anti-Competitive Behavior Policy
· Commitment to Fair and Ethical Competition
The JTB Group's Anti-Competitive Behavior Policy aims to ensure compliance with the principles of fair and ethical competition. We do not engage in unfair trade practices or cartel conduct with any customers, suppliers, business partners or competitors.

• Protect the safety and health of our people and business assets.
• Achieve prompt recovery in the event of damage to business assets.
• Avoid activity that compromises the safety, wellbeing or interests of stakeholders.
• Take responsible and appropriate action when confronted with imminent risk.
• Foster stakeholder trust through seamless risk management.
• Ensure that societal concerns are reflected in our risk management processes.

Our risk management efforts, led up primarily by our Internal Controls Committee, represent an ongoing and comprehensive process involving the identification, monitoring and management of risks across the Group.
We classify risks into 4 categories: strategic risks, compliance risks, operational risks and hazard risks. We apply different processes to manage and control each risk type. We assess risk based on frequency and impact severity and formulate specific measures to address those risks determined to be significant to our business. We also designate 'risk owners' in order to clarify operational responsibility and more effectively prevent risk and mitigate impact.

Risk Management Framework: Schematic Representation

In the event an incident requires immediate action, we appoint an internal Incident Response Task Force to coordinate our organization's response and take prompt and effective measures to minimize impact on our business and stakeholders.
Certain risks such as natural disasters can neither be prevented nor fully controlled. For this reason, we maintain risk management systems and business continuity plans aimed at minimizing damage/loss and restoring operations as quickly as possible.
Maximizing the effectiveness of our risk management systems and business continuity plans requires close communication and coordination between JTB Corp. and the member companies of the JTB Group. This ongoing dialogue enhances the overall preparedness of our organization, makes us better able to ensure the safety of our employees and customers and take prompt, appropriate action to restore operations in the event of an emergency. We also conduct drills once a year to enhance organizational readiness in the event of natural disasters, cyberattacks, etc.

Crisis Management Framework: Schematic Representation

• ・Confidentiality requirements
• ・Information security management systems
• ・Handling and protection of personal information
• ・Incident response
• ・IT security training
• ・IT security audits

Our Chief Information Security Officer (CISO) has overall responsibility for the JTB Group's information security systems. We regularly re-examine our Information Security Policy in order to keep pace with changes in the business environment. We also retain the services of outside specialists to monitor and enhance our IT management systems.

In order to optimize information security and privacy management, we have developed targeted measures to address relevant identified IT security risks.
Our IT security team, which includes four nationally certified Registered Information Security Specialists (as of April 2024), is responsible for developing and implementing state-of-the-art cybersecurity measures.

Through employee training, testing and IT drills, we continually strive to raise workforce awareness about the importance of IT security and the protection of personal information. We also provide our employees with an IT Security Handbook as well as a variety of video-based learning tools. In addition, we administer comprehension checks designed to gauge our people's understanding of best practices and develop further measures to enhance IT security. In FY2023, these comprehension checks were administered to a total of 19,037 employees. Our Code of Conduct Comprehension Quiz also tests our colleagues' knowledge of IT security and personal information safeguards.

In order to mitigate IT security risk when outsourcing system development work, the JTB Group requires new IT service providers to submit an IT Security Checklist. This Checklist helps us verify the security sophistication level of our outside partners and enhance overall Group-wide IT security. In FY2023, completed Checklists were submitted by a total of 200 IT service providers.

As of October 2023, a total of 13 of our business locations were ISO 27001 certified, having implemented data security systems that meet international standards. This represents over 70% of our principal business locations. We are eager to continue to increase this percentage further. In FY2024, our specific goal is to acquire certification at an additional 9 locations.

In compliance with applicable privacy laws and the JTB Group's information security policies and guidelines, we do our utmost to protect and safeguard the personal information of our customers

JTB Group Privacy Policy