CORPORATE GOVERNANCE REPORT
March 27, 2026 Roland Corporation Masahiro Minowa
CEO and Representative Director Contact address: 053-523-0230(switchboard)
https://www.roland.com/global/
This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for reference purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Roland Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
We wish to report as follows on the situation of the corporate governance of our company.
I. Our basic view on the corporate governance, and basic data including capital structure and attribute of the company
Our basic view
We at Roland Corporation define the corporate governance as the system effective in that our Group, which consists of Roland Corporation and its subsidiaries, increase its corporate value sustainably and autonomously to contribute to increasing the profits of all the stakeholders related to us, including shareholders, customers, business connections and employees, and to realize the sustainable environment and society: We will build and promote it.
We establish our corporate philosophy which represents the meaning of our Group’s existence and we are determined to realize the corporate philosophy, so that we will live up to the expectations of the stakeholders surrounding us.
[Our Corporate Philosophy]Roland's corporate philosophy is expressed through the three slogans below. These slogans, which remain unchanged from the time the company was founded, exemplify the reasons for the Roland Group's existence, as well as the kind of company we envision ourselves to be.
- Inspire the Enjoyment of Creativity
Our aim is to create an exciting world where everyone is able to enjoy music or videos in their own way, wherever and whenever they choose. We continue to pursue the possibilities of boundless joy that come from the satisfaction of creating new music or video, playing a musical instrument, or having the opportunity to share this joy with others.
- Be the BEST Rather Than the BIGGEST
We are committed to hard work and doing our best to become a one-of-a-kind company that offers the best to each and every one of our customers. What we value most as we continue to grow is the relationship of trust we enjoy with our customers. And we are committed to grow in ways that enable us to give our customers what they want, as well as inspire them with new dreams and expectations.
- Cooperative Enthusiasm for All Stakeholders
- Inspire the Enjoyment of Creativity
We aspire to be a company for which our customers have a special place in their hearts and are inspired to support. In creating new value, we are committed to respecting all principles that we are expected to uphold while developing an even deeper understanding of our purpose. Though this, we seek to transform the affinity for our company, of the customer and all stakeholders, into the needed strength to move the business forward.
[Grounds for the principles of the Corporate Governance Codes which are not implemented]
We implemented all of the principles of the Corporate Governance Codes.
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[Disclosure pursuant to the principles of the Corporate Governance Codes] [Principle 1-4: Cross-Shareholdings]
If we hold listed shares as cross-shareholdings, we draw up standards for exercising voting rights and annually verify the propriety of holding the stocks.
[Principle 1-7: Related Party Transactions]
In case where our company’s Directors / Audit & Supervisory Board Members, close relatives of the Directors
/ Audit & Supervisory Board Members, or major shareholders engage in transactions with our Group, such transactions will be supervised by, pursuant to our internal rules, the prior resolution by the Board of Directors or implementation of reporting to the Board of Directors after carrying them out. In addition, we will disclose the transactions between related parties in accordance with the Company Act, the Financial Instruments and Exchange Act, and other applicable laws and regulations, as well as the rules provided for by the stock exchanges.
[Supplementary Principle 2-4[1]: Securing diversity in the appointment of core personnel, etc.]
We at Roland believe that the artistic culture, including music, which allows us to express a variety of individuality and values and to approve each other’s, will become more and more important in the matured society. We therefore respect the rights and diversity of every one of the people having relation with our business. With such awareness, within our company, we are always endeavoring to create the environment in which a wide variety of human resources, including females, foreign nationals, and mid-career employees, can demonstrate their ability in each lively way.
Our company has received the “ERUBOSHI” certification as the highest level company based on the Act on the Promotion of Female Participation and Career Advancement in the Workplace, as well as the “KURUMIN” certification as a child rearing support company under the Act on Advancement of Measures to Support Raising Next-Generation Children. To further promote the appointment of core personnel, we have set target for the ratio of female managers and are implementing various initiatives, including improving the working environment.Among overseas group companies, it has become an established practice to appoint local employees to the senior management positions. At the same time, cooperation between organizations by function and other business interactions are actively performed including with our company’s main body (Japan). In such a situation, we do not set targets on the percentage of core personnel accounted for by foreign nationals, etc. in our company’s main body, but we will continue promoting the global management focusing the cooperation and interaction among group companies.
We have been active in employing mid-career personnel, in an attempt to secure immediately useful human resources with a variety of capacities and viewpoints and, in appointing the personnel to the core positions, we screen them in terms of performance and achievement, without regard to employment type. In such a situation, we do not set targets on the percentage of core personnel accounted for by mid-career employees, etc., but we will continue promoting the assignment and appointment of appropriate personnel to appropriate positions.
In our Group, we have established the basic policy for the personnel strategies focusing the fairness without regard to individual attributes such as age, gender, race, length of service, etc. as well as the voluntary growth of each employee. Based on the policy, we have arranged various kinds of systems. At the same time, we are promoting the arrangement of environment which allows various workstyles, in an attempt to raise the employees’ engagement.
Please refer to our Website for details of the above. Diversity and revitalization of human resources:
https://www.roland.com/global/sustainability/people/#diversity_revitalization Respect for human rights (basic policy for the personnel strategies): https://www.roland.com/global/sustainability/people/#human_rights Realization of pleasant working environment:
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https://www.roland.com/global/sustainability/people/#working_environment
[Principle 2-6: Roles of Corporate Pension Funds as Asset Owners]
As the pension systems, we have adopted the defined benefit corporate pension plan and the company-type, defined contribution pension plan.
In managing the assets of the defined benefit corporate pension plan, our fundamental principle is to secure the profits necessary for granting retirement allowances and pension payments for the future over the long term with minimum risk, and we formulate the policy-related asset mix.
We make final decisions on the matters concerning asset management after examination by the asset management committee, which consists of the experts of the human resource affairs division and finance division, working as the advisory organs.
Portfolio management and asset management of the pension assets are entrusted to the external trustee management organ and the situation is monitored regularly. With regard to the company-type, defined contribution pension plan, we are rendering education service, information service, etc. concerning asset management to the participants of the plan.
[Principle 3-1: Full Disclosure]
What the company is targeting at (the corporate philosophy), management strategies and management plans Our corporate philosophy is described in section 1 of this report, “Our basic view.” Our medium-term
management policy is stated in the URL mentioned below. https://ir.roland.com/en/ir/management/midterm.html
Basic view and basic policy concerning the corporate governance
Our basic view concerning the corporate governance is described in section 1 of this report, “Our basic view.”
The policy on the determination by the Board of Directors of remuneration for the management executives and Directors and related procedures
The remuneration system for Directors and executive officers (entrustment type) is determined by the Board of Directors and the remuneration for individual Directors shall be determined by the Board of Directors on the basis of a draft submitted by the CEO and approved by the Nomination and Remuneration Committee.
The remuneration for individual executive officers (entrustment type) is determined by the CEO, who reports this to the Nomination and Remuneration Committee, which oversees the appropriateness and fairness of the remuneration.
- System for the remuneration -
Remuneration for Directors (excluding Outside Directors) and executive officers (entrustment type) are made into the system so that it will be at the level where it functions as a sound incentive for our Group’s sustainable growth. Depending on their position, the composition of remuneration is set at approximately 30–50% fixed remuneration (monthly pecuniary remuneration), 20–25% performance-linked bonuses tied to consolidated business performance, and 25–50% stock-based remuneration (PSU and RS). The bonus is pecuniary remuneration which links to the consolidated operating profit and the targeted results in the scope of the business each director is in charge of, and the stock-based remuneration is linked to the consolidated ROIC set as a target in the medium-term business plan and is granted in the form of granting of the Company stocks.
As to the remuneration for Outside Directors, remuneration consists of approximately 80% fixed remuneration (monthly pecuniary remuneration) and 20% stock-based remuneration (RSU), In this way, the stability of remuneration is ensured so that Outside Directors can appropriately perform their function of supervising management.
Remuneration for Audit & Supervisory Board Members is determined by the discussion among Audit & Supervisory Board Members, and includes only the fixed remuneration (monthly pecuniary remuneration).
However, in the case of non-Japanese officers, the Board of Directors determines fixed remuneration (monthly pecuniary remuneration), bonus and stock-based remuneration which are linked to the consolidated business performance individually for each eligible person, in light of the medium- to long-term remuneration policy agreed by the Board of Directors, taking into account the results of a report by an external, specialized agency on market prices in the respective countries.
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Principle and procedures for the occasions on which the Board of Directors appoints or dismiss the management executives or designated candidates for Directors or Audit & Supervisory Board Members
The Nomination and Remuneration committee, the majority of which are Independent Directors, proposes the original draft concerning the candidates for Directors, Audit & Supervisory Board Members, CEO and executive officers (entrustment type) to the Board of Directors Meeting in pursuant to the criteria mentioned below and, subsequently, resolution on Directors and Audit & Supervisory Board Members is made by the General Meeting of Shareholders following the resolution by the Board of Directors Meeting and that on CEO and executive officers (entrustment type) is made at the Board of Directors Meeting.
Appointment and dismissal of Directors and Audit & Supervisory Board Members [Criteria for appointment of Directors]
To have extensive experience, splendid record of achievement or great insight in certain fields concerning corporate management, which are necessary for making important decisions at the Board of Directors Meeting and for supervising other Directors’ work.
To have a high degree of ethics and law-abiding spirit.
For executive Directors, to have capacity, experience, record of achievement, etc. necessary for performing the duties they are in charge of.
[Criteria for appointing Audit & Supervisory Board Members]
To have the experience and capacity necessary for supervising the lawfulness and appropriateness of Directors’ performance of duties, as well as the appropriate knowledge concerning finance, accounting and legal affairs.
To have a high degree of ethics and law-abiding spirit.
In case where any of the Directors or Audit & Supervisory Board Members is in deviation from the appointment criteria for each one of them, the Nomination and Remuneration committee will examine the situation strictly and, if concluding that dismissal is appropriate, the committee will propose dismissal of Directors or Audit & Supervisory Board Members to the Board of Directors Meeting. The Board of Directors Meeting will examine it strictly and, if concluding that dismissal is appropriate, will propose it to the General Meeting of Shareholders, which will make a decision on dismissal.
Appointment and dismissal of CEO [Criteria for appointing CEO]
The criteria for appointing CEO are the criteria for appointing Directors to which the following requirement is added.
To have the capability of concretely describe what the businesses of our Group should be on a medium and long terms, as well as its vision and the strategies for its realization.
To have the leadership of directing the organization on a global basis and the potential of executive power for doing all he/she can do for the realization of the vision.
To have the power of cooperation with which he/she can build a wide-ranging relationship with internal and external, various stakeholders.
In case where the CEO becomes to be deviating from the appointment criteria, or where the sales and profits are considerably in short of those projected in the medium- and long-term management plan, the Nomination and Remuneration committee will closely examine whether it is the most suitable decision to dismiss the CEO and appoint a new one and, when it concludes it is the most suitable, it will propose it to the Board of Directors Meeting. It will be strictly deliberated at the Board of Directors Meeting and, if it concludes that dismissal is the most suitable action, it will resolve on the dismissal of the CEO.
Appointment and dismissal of executive officers (entrustment type) [Criteria for appointing executive officers (entrustment type)]
To have capacity, experience, record of achievement, etc. necessary for performing the duties they are in charge of.
To have a high degree of ethics and law-abiding spirit.
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In case where an executive officer (entrustment type) becomes to be deviating from the appointment criteria, the Nomination and Remuneration committee will closely examine it and, when it concludes it is necessary, it will propose the dismissal to the Board of Directors Meeting. It will be strictly deliberated at the Board of Directors Meeting and, if it concludes that dismissal is the most suitable action, it will resolve on the dismissal of the executive officer (entrustment type).
With regard to the executive officer (employment type), the CEO will propose the appointment of a candidate, or the dismissal to the Board of Directors Meeting, which will make a decision on it.
Explanation about the individual appointment and designation for the case where the Board of Directors appoints the management executives as well as designates candidates for Directors and Audit & Supervisory Board Members based on the provisions 4. mentioned above.
Reasons for nominating the candidates for respective Directors and Audit & Supervisory Board Members are stated in the Notice of General Meeting of Shareholders.
[Supplementary Principle 3-1 [3]: Efforts made for the sustainability]
Our business contributes to the sustainable development of the society through the musical and video culture and, at the same time, it is supported by the stability and affluency of the environment and the entire society. In addition, we are aware that it is an important duty for a corporation to face sincerely such various issues as those related to climate changes or human rights and to contribute to the solution for those. Based on this awareness, we have established our “Basic Policy for Sustainability” and “Materiality” with the Board of Directors’ approval, and we are engaging in various activities in this regard.
Please refer to our Website for details. The site for “Sustainability”:
https://www.roland.com/global/sustainability/
Among the above, the “Basic Policy for Sustainability” and “Materiality”: https://www.roland.com/global/sustainability/policy/
In addition, of our investment in human capital and intellectual properties, what we will continue with emphasis are positioned as the themes of above-mentioned “Materiality.” For what we are currently doing, refer to the following pages.
Policy of investments in human capital: https://www.roland.com/global/sustainability/people/#hr_investment_policy The digital communication unique to Roland: https://www.roland.com/global/sustainability/customer/#cs_maximization Intellectual Property and Brand Protection: https://www.roland.com/global/sustainability/intellectual_property/
We have formulated a Human Rights Policy and a Procurement Policy and conducts human rights due diligence on our Group companies and suppliers in accordance with these policies. For more information on our Human Rights Policy, please see the following pages. https://www.roland.com/global/sustainability/human_capital/#hr_investment_policy
We assess and disclose the impact of risks and profit opportunities related to climate change on our business in line with the TCFD recommendations. Please refer to our Website for details, including our actions against climate change.
Disclosure in line with TCFD recommendations: https://www.roland.com/global/sustainability/for_environment/tcfd/
Actions against the Climate Change: https://www.roland.com/global/sustainability/for_environment/#climate_change
[Supplementary Principle 4-1 [1] Scope of entrustment to the management and its outline]

