Operation of the Board of Directors

Appointment or dismissal of company directors

The appointment or dismissal of company directors is resolved at the General Meeting of Shareholders. Representative Directors consult proposals of candidates for directors with the Nomination and Remuneration Committee and then the proposals are resolved by the Board of Directors. Subsequently, they are submitted to the General Meeting of Shareholders. IIJ selects candidates for full-time directors, regardless of age or gender, from those who satisfy the “Criteria for Company Directors and Company Auditors Appointment,' which requires the high level of ability, knowledge, and business experience in each responsible area, managerial judgment and supervisory ability, foresight and planning ability, familiarity with governance, excellent personality, strong ethical sense, and physical and mental health.

Directors' Skill Matrix

The skill matrix of the current directors is as follows:

Policy for Appointment of Directors

IIJ's Board of Directors consists of appropriate members who have extensive experience and high-level expertise necessary for IIJ in accordance with the "Director Skill Matrix" which defines clearly requirements for directors in order to realize its business philosophy. Full-time directors are mainly appointed from those who are familiar with the IT industry, including members who have been involved in its foundation, and outside directors are mainly appointed from those who have extensive experience and knowledge as top management of large companies. The nomination of each director, which takes into consideration the balance of experience and expertise of the Board of Directors as a whole, is consulted with the Nomination and Remuneration Committee. After the committee evaluates and verifies their appropriateness, each director is appointed through necessary procedures such as the General Shareholders' Meeting and the Board of Directors.

Definition of required skills

Skills	Requirements
Top Management	Management experience as a top management executive
IT Expertise	Business experience in the IT industry
Sales	Management experience in sales division
Technology, R&D	Management experience in technology division, Experience of developing new technologies and services, etc.
Global	Management experience in global businesses, working experience abroad
Finance and Accounting	Expertise and experience in finance and accounting division
Governance	Experience as the head of a corporate division, experience as an independent director, etc.

Directors' Skill Matrix

(As of April 1, 2024)

Name	Position / Responsibility	Independent Director	Top Management	IT Expertise	Sales	Technology, R&D	Global	Finance and Accounting	Governance
Koichi Suzuki	Member of the Board, Representative Director Chairman		〇	〇		〇	〇		〇
Eijiro Katsu	Member of the Board, Representative Director President		〇	〇			〇		〇
Satoshi Murabayashi	Member of the Board Executive Vice President		〇	〇		〇			〇
Yasuhiko Taniwaki	Member of the Board Executive Vice President			〇		〇	〇		〇
Koichi Kitamura	Member of the Board Senior Managing Executive Officer			〇	〇		〇
Akihisa Watai	Member of the Board Senior Managing Executive Officer			〇			〇	〇	〇
Junichi Shimagami	Member of the Board Senior Managing Executive Officer			〇		〇
Tadashi Kawashima	Member of the Board Senior Managing Executive Officer		〇	〇	〇
Naoshi Yoneyama	Member of the Board Senior Managing Executive Officer			〇		〇			〇
Takashi Tsukamoto	Member of the Board	●	〇				〇	〇	〇
Kazuo Tsukuda	Member of the Board	●	〇			〇	〇		〇
Yoichiro Iwama	Member of the Board	●	〇				〇	〇	〇
Atsushi Okamoto	Member of the Board	●	〇				〇		〇
Kaori Tonosu	Member of the Board	●		〇		〇			〇

Term of office of directors

The term of office for directors at IIJ is one year. IIJ was founded in 1992, and several full-time directors, who have joined IIJ during its foundation period, tend to be in office for a long time. At this point in time, considering IIJ's business is still in growth stage, IIJ believes that the best way to achieve corporate growth is to carry out its business through a supervision by the Board of Directors, which consists of the members from the foundation period, who play their roles based on their ability and cumulative experience in IIJ such as the founder Mr. Koichi Suzuki, and newly appointed directors who are brought outside IIJ to strengthen its business along with the Board of Company Auditors.

Roles of full-time directors

Name	Position	Year of appointment	Business in charge or important concurrent posts
Koichi Suzuki	Member of the Board, Representative Director Chairman	1992	Co-CEO
Eijiro Katsu	Member of the Board, Representative Director President	2013	Co-CEO & COO
Satoshi Murabayashi	Member of the Board	2021	Corporate Management; in charge of Corporate Planning Division; President and Chairman of Data Governance Council
Yasuhiko Taniwaki	Member of the Board	2022	Corporate Management; in charge of Administrative Division
Koichi Kitamura	Member of the Board	2021	Business Unit Director
Akihisa Watai	Member of the Board	2004	CFO; Division Director of Finance Division
Junichi Shimagami	Member of the Board	2007	CTO; Technology Unit Director
Tadashi Kawashima	Member of the Board	2015	Division Director of Central Japan Business Division
Naoshi Yoneyama	Member of the Board	2019	CIO; Division Director of Corporate Planning Division

The Board of Directors holds meetings once a month in principle. In addition to the individual resolutions, reports on the financial results of business operations (monthly), the consolidated financial results including the results of group companies (quarterly), the progress of annual action plan (semi-annually), the progress of mid-term plan (semi-annually), audit reports from the Board of Company Auditors (annually), the status of internal control including the results of internal control audit (annually), the status of compliance with the Corporate Governance Code (annually), the status of business risks (annually), the status of the Board of Directors' evaluation (annually), the status of securities held including strategic shareholdings (annually), the details of related party transactions (annually), and the status of corporate pension plans, etc. are provided in the meetings.
There are vigorous discussions and exchanges of opinions between full-time directors and independent outside directors.

Year	Number of the Board of Directors meetings / Attendance	Total number of statements made by independent outside directors
FY2022	Total 12 times Attendance of all directors：10 times Absence of directors：Mr. Murabayashi once, Mr. Tsukamoto once	35 times
FY2021	Total 12 times Attendance of all directors：9 times Absence of directors：Mr. Katsu once, Mr. Oda once Mr. Tsukamoto once	45 times
FY2020	Total 12 times Attendance of all directors：11 times Absence of directors：Mr. Okamura once	63 times

In addition to the meeting of the Board of Directors, as a means of communication between the independent outside directors and the business execution departments, the managers of the current business departments report on the status of their business to the independent outside directors in a timely manner.

Year	Number of business briefings session	Main contents
FY2022	Nine times	Global business, cloud services, network services, IIJ Group's mid-term growth vision, IoT services, MVNO services, security services, data center, status of climate change-related initiatives, human resource status
FY2021	Nine times	Sustainability, market/competitive status, cloud services, network services, sustainability and status of compliance with revised corporate governance code, IoT services, MVNO services, security services, human resource status
FY2020	Nine times	R&D activities by IIJ Innovation Institute Inc., system cloud services, network cloud services, security services, IoT services, MVNO services, BCP, human resource status, mid-term plan

Evaluation of the Board of Directors

IIJ continuously conducts assessments of the effectiveness of the Board of Directors in the form of questionnaire to all directors and company auditors. The questionnaire contains about 30 questions, including whether discussions at the meeting of the Board of Directors are necessary and sufficient, whether multifaceted considerations are conducted based on the knowledge and experience of each director, whether the Board of Directors is able to indicate the major direction of corporate strategies, whether the execution of business strategies is effectively monitored, and whether the decision-making environment is sufficient enough to support taking risks by the Board of Directors. In the questionnaire, directors and company auditors are asked to select one of the following three options for each question: In Need of Improvement, Almost Satisfactory but with Room for Improvement, or Satisfactory. The results are evaluated, including time series data, and reported to the Board of Directors along with the measures taken for improvement. The results of the Board of Directors' evaluation are as follows.

Effectiveness of the Board of Directors

Main improvements in the evaluation of the effectiveness of the Board of Directors
FY2022	Making the "IIJ Board of Directors Dashboard," an information sharing tool including outside directors, to provide timely information and improve environment for risk-taking Expanding information sharing about the status of dialogue with investors
FY2021	Enhancement of sustainability-related reporting Even earlier dispatch of preliminary materials on agenda for the meeting of Board of Directors
FY2020	Increase in the frequency of progress reporting on the mid-term plan（Changed from annual to semi-annual）
FY2019	Briefing sessions for directors regarding the new mid-term plan before its agenda was submitted to the Board of Directors (twice in total)
FY2018	Improvement of guidelines on subjects to be resolved by the Board of Directors（Clarification of numerical criteria for events that affect management resources） Earlier dispatch of preliminary materials on agenda for the meeting of Board of Directors
FY2017	Improvement of guidelines on subjects to be resolved by the Board of Directors（Clarification of numerical criteria for events that affect business plans and budgets）
FY2017 onward	Continuous improvements of reporting materials for the meeting of Board of Directors regarding financial performance, sales and technology activities（Reflection of directors' comments）