Basic Policy for the Establishment of the Internal Control System

The basic policy for the establishment of the internal control system, as resolved by our Board of Directors, is as follows.

System to ensure that the directors' execution of duties complies with laws and regulations and the Articles of Incorporation

In order to ensure that MITSUI E&S Co, Ltd. ("the Company")'s business operations are carried out appropriately and soundly overall, the Board of Directors will further strengthen corporate governance and further solidify effective risk management systems, effective internal control systems, and compliance systems for the corporate group consisting of the Company and its subsidiaries.
The Company shall nominate outside directors who satisfy the independence requirements stipulated by the Tokyo Stock Exchange, etc. and the "Criteria for Independence of Outside Directors" established by the Company.
The Company shall ensure the reliability of information that may have a material effect on financial reporting.
Based on the Audit & Supervisory Committee's audit report on the effectiveness of the risk management system, internal control system, and compliance system, the Company shall seek to detect problems as soon as possible and correct them.

System for the storage and management of information related to the Directors' execution of duties

Based on the internal rules for the operation of each management conference body, the secretariat of each management conference body shall prepare records (including electromagnetic records) related to management decision-making and business execution, and store and manage such records appropriately.
Directors may inspect these records at any time through the secretariat of each management conference body.

Regulations and other systems for the risk control of loss

In order to prevent risks from materializing, the Company has established "Internal Control Committee" chaired by the Executive Officer in charge of the Corporate Planning Department. The committee comprehensively grasps and evaluates all risks related to all business activities, and continuously checks and controls at the management level whether appropriate responses are being made to important risks that should be prioritized, thereby implementing total risk management.
In the event of unforeseen circumstances, such as a situation that seriously affects business continuity, safety, or human life, or an emergency situation that poses a serious threat to the survival of the Company, the "Special Crisis Control Committee," chaired by the representative director or the director in charge of the subject case, will promptly consider a response and minimize the expansion of losses.
For the risk control in business operations that have a significant impact on management, risk checks shall be conducted by the relevant departments in accordance with internal rules. In accordance with the Company's decision criteria, each business division and major subsidiaries shall conduct their own risk checks.
The internal audit department, which is independent and objective, verifies the effectiveness of risk management and recommends corrective actions for deficiencies.

System to ensure the efficient execution of duties by directors

In addition to regular and extraordinary meetings of the Board of Directors held from time to time as necessary, the Company shall organize management committees in order for the Board of Directors to promptly make management decisions that form the basis for proper and efficient execution of duties, and shall deliberate and make decisions on important management matters according to the functions provided in the respective operating rules.
In accordance with the division of duties decided by the Board of Directors, Directors shall carry out their duties efficiently in their respective departments with the necessary responsibility and authority, and shall report on the status of such execution to the Board of Directors at least once every quarter.
The Board of Directors shall establish an annual budget with the Company Group's target values in order to strengthen market competitiveness by clearly setting targets and ensuring profitability. The progress of the annual budget shall be checked and managed by the members of the Board of Directors.
The Executive Officer System has been introduced to strengthen the important decision-making and supervisory functions of the Board of Directors and to improve the efficiency of business execution.

System to ensure that employees' executions of duties comply with laws and regulations and the Articles of Incorporation

The "Group Compliance Committee," of which chair person is the Chief Compliance Officer appointed from among the Company's directors, shall be established in accordance with internal regulations to monitor and promote awareness-raising activities, including compliance with the Antimonopoly Law.
The Company has established the "Compliance Policy" as a code of conduct for our employees and those of our subsidiaries. To ensure compliance, we promote education and awareness activities for those subject to the policy and ensure that it is thoroughly understood.
For early detection of legal violations and other compliance-related problems, the Company shall establish a "Help Line" (internal reporting system) through which the General Manager of the Audit & Legal Department and an outside attorney directly receive consultations and reports from all officers and employees of the Company, its subsidiaries, and its business partners, etc. The Company will also ensure the effectiveness of this system in accordance with internal regulations compliant with the Whistleblower Protection Act.
The effectiveness of the compliance system shall be verified through internal audits by the Internal Audit Department, and any deficiencies shall be corrected.
The Company shall strive to ensure the reliability of information that may have a material impact on financial reporting. Disclose financial information and other corporate information in a timely and appropriate manner in accordance with internal rules for disclosure of corporate information.

System to ensure the appropriateness of operations of the Company Group

The "Mission," "Management Policy," and "Standards of Conduct" of the Company Group shall be established, and each company shall establish the necessary systems based on these principles.
For business management, the Company shall manage and supervise the subsidiary through its authorization system and reporting system to the Company based on the Company's internal regulations in addition to assigning directors or auditors etc. to supervise each subsidiary.
For the internal control over financial reporting in the Company Group, the Company verifies the effectiveness through independent assessments by the internal audit department and corrects any deficiencies in addition to checks through self-assessments.
The Company's internal regulations on compliance shall be applied to the officers and employees of the subsidiaries. The director or executive officer in charge of internal control of each subsidiary shall develop a compliance system in accordance with the circumstances of each company through the "Departmental Compliance Review Meetings" under the guidance of our "Group Compliance Committee."
The executives and employees of the Company's subsidiaries are also included in those eligible to use the "Helpline".
Risks that may have a significant impact on the Company's management shall be encompassed in the "Total Risk Management" to control the risks in the Company Group.

Matters on employees assisting the Audit and Supervisory Committee in the Performance of Its Duties

The Company shall establish the "Office of Audit and Supervisory Committee," which is independent of the business execution divisions, as an organization to assist the Audit and Supervisory Committee in its duties, and shall assign full-time employees to it.
Employees assigned to the Office of Audit and Supervisory Committee assist the Audit and Supervisory Committee members in the execution of their duties as instructed by the Audit and Supervisory Committee.

Matters on the independence of the employee in the preceding item from Directors (excluding Directors who are the Audit and Supervisory Committee members) and matters related to ensuring the effectiveness of the Audit and Supervisory Committee's instructions to the employee in the preceding item.

Full-time employees belonging to the Office of Audit and Supervisory Committee shall not be directed or supervised by Directors (excluding Directors who are Audit and Supervisory Committee members).
Personnel transfers and performance evaluations of full-time employees belonging to the Office of Audit and Supervisory Committee will be decided in advance through consultation with the Audit and Supervisory Committee.

System for reporting to the Audit and Supervisory Committee

System for reporting to the Audit and Supervisory Committee by directors (excluding directors who are members of the Audit and Supervisory Committee) and employees
(1) Based on the regulations of Management Committee, the full-time Audit and Supervisory Committee member will attend Management Committee meetings etc, and the Secretariat shall submit the minutes of meeting to the Audit and Supervisory Committee members.
(2) Directors (excluding directors who are the Audit and Supervisory Committee members) and employees shall immediately report to the Audit and Supervisory Committee if they discover any fact that may cause significant damage to the Company.
(3) In consultation with the Committee Audit and Supervisory, the Company shall determine the reporting guideline to specify issues which Directors (excluding Directors who are Audit and Supervisory Committee members) and employees should report to the Committee. Such issue shall be reported to the Audit and Supervisory Committee in a timely and appropriate manner.
(4) The Audit and Supervisory Committee may request reports from Directors and employees as necessary.
for directors, auditors and employees of the subsidiaries, or those who receive reports from them, to report to the Company's Audit and Supervisory Committee
(1) If directors, auditors and employees of subsidiaries, or persons who receive reports from them, discover any facts that may cause significant damage to the company, they shall immediately report the issue to the Audit and Supervisory Committee.
(2) In consultation with the Audit and Supervisory Committee, the Company shall determine the reporting guideline to specify issues which directors, corporate auditors and employees of the subsidiaries, or by those who receive reports from them to the Committee. Such reports shall be made to the Audit and Supervisory Committee in a timely and appropriate manner.
(3) The Audit and Supervisory Committee may, as necessary, request reports from directors, corporate auditors and employees of the subsidiaries, or from persons who have received reports from them.

System to ensure that a person who reports under the preceding item is not subjected to any disadvantageous treatment because of such a report

The Company shall aim for its effectiveness based on our internal regulations that comply with the Whistleblower Protection Act.

The policy and procedures for advance payment or reimbursement of expenses incurred in the execution of the duties of the Audit and Supervisory Committee members and the processing of other expenses or liabilities incurred in the execution of said duties

If requested by the Audit and Supervisory Committee, expenses or liabilities shall be processed appropriately and promptly so as not to impede the execution of duties by the Audit and Supervisory Committee members.

Other systems to ensure the effectiveness of audits by the Audit and Supervisory Committee

Representative Directors shall meet with Audit and Supervisory Committee members as much as possible to exchange opinions and communicate with them on the corporate management, apart from business reports.
Directors (excluding Directors who are Audit and Supervisory Committee members) will cooperate with the Audit and Supervisory Committee to ensure the effectiveness of audits through coordination with the Accounting Auditor, the internal audit department and the subsidiary company auditors.

History of Board of Directors' Resolutions

Created on May 10, 2006
Partially revised on March 30, 2007
Partially revised on March 27, 2008
Partially revised on March 31, 2009
Partially revised on March 31, 2010
Partially revised on March 31, 2011
Partially revised on March 29, 2013
Partially revised on March 31, 2014
Partially revised on March 30, 2015
Partially revised on March 30, 2016
Partially revised on March 30, 2017
Partially revised on March 29, 2018 (Effective from April 1, 2018)
Partially revised on March 28, 2019
Partially revised on March 26, 2020
Partially revised on March 25, 2021 (Effective from April 1, 2021)
Partially revised on March 31, 2022
Partially revised on June 27, 2023 (Effective from June 28, 2023)
Partially revised on April 26, 2024
Partially revised on April 24, 2025