Establishment of Criteria for Judging the Independence of Outside Officers in Order to Strengthen Independent Governance2023/10/02

JERA Co., Inc. (“JERA”) announces that it has established criteria for judging the independence of its outside directors and outside corporate auditors and nominated independent outside directors and independent corporate auditors in order to establish a system that enables fairer, more equitable, and more transparent management decisions and to further strengthen the assurance of independent governance.

JERA is committed to conducting itself in keeping with its responsibilities as an energy company that delivers electricity and gas domestically. We not only respect market competition and comply with the law but also aim to conduct our business activities fairly and equitably. To date we have sought to achieve fair, equitable, and transparent management by inviting outside officers with extensive knowledge and experience to provide recommendations and supervision from an independent and objective perspective.

We believe the newly established criteria will enable us to further enhance the autonomy and soundness of JERA’s management structure by judging the independence of outside officers and clarifying the roles of independent outside directors and independent outside corporate auditors.

By maintaining a strong, sound management and financial structure that is trusted by international energy markets, and ensuring a management system that facilitates an autonomous and independent corporate culture and fair and equitable decision-making, JERA will strive to meet the trust and expectations of society and to further enhance our corporate governance structure.

1. About the Independence Criteria

https://www.jera.co.jp/en/sustainability/governance/independence_criteria

2. Date of Establishment

October 1, 2023

3. Independent Outside Directors

Name	New Title	Current Title
Joseph M. Naylor	Independent Outside Director	Outside Director
Miyuki Suzuki	Independent Outside Director	Outside Director
John Rittenhouse	Independent Outside Director	Outside Director
Lim Hwee Hua	Independent Outside Director	Outside Director

4. Independent Outside Corporate Auditor

Name

New Title

Current Title

Hideo Oishi

Independent Outside

Corporate Auditor

Outside Corporate Auditor

Reference: Directors and Corporate Auditors (After October 1, 2023)

(1) Directors

Name	Title
Yukio Kani	Chairman of the Board
Hisahide Okuda	President, Director
Kazuo Sakairi	Director
Tetsuya Watabe	Director
Joseph M. Naylor	Independent Outside Director
Miyuki Suzuki	Independent Outside Director
John Rittenhouse	Independent Outside Director
Lim Hwee Hua	Independent Outside Director
Toshihiro Sano	Director
Satoru Katsuno	Outside Director
Daisuke Sakai	Outside Director

* The proportion of directors who are independent outside directors is 36.3%.

(Four of eleven. Three foreign nationals. Two men, two women.)

(2) Corporate Auditors

Name	Title
Hideo Oishi	Independent Outside Corporate Auditor
Shuichi Kimura	Corporate Auditor
Michitaka Kondo	Outside Corporate Auditor

* The proportion of corporate auditors who are independent outside corporate auditors is 33.3% (One of three. Male.)