CORPORATE INFORMATION

Basic Philosophy and Basic Policy

1-1 Basic Philosophy

The Company is working to expand business and enhance corporate value, with a basic stance on corporate management of aiming to continue developing as a company that is trusted and respected by society by conducting fair and appropriate corporate management while recognizing our social responsibility to contribute to the happiness of people and the creation of rich culture, as stated in our corporate philosophy and code of conduct, in order to honor our public mission as a broadcaster. To that end, enhancing corporate governance not only serves to achieve fair and appropriate corporate management but is also indispensable for building relationships of trust between the Company and shareholders, viewers, employees, business partners and other stakeholders supporting the Company and thereby making it a company that is trusted and respected by society. The Company positions the enhancement of corporate governance as one of the key management tasks, and believes that the enhancement of corporate governance through ensuring appropriate functions of the Board of Directors, the Audit & Supervisory Board (the Company's kansayaku-kai) and other organizational units and further strengthening the management monitoring structure serve to secure and enhance both the Company's corporate value and the common interests of shareholders. Furthermore, the Company will strive to strengthen corporate governance in due respect of Japan's Corporate Governance Code as prescribed by the financial instruments exchange.

1-2 Basic Policy

The Company's basic policy on corporate governance is as follows:

1.Securing the Rights and Equal Treatment of Shareholders
The Company takes appropriate measures and provides prompt information disclosure as appropriate in accordance with laws and regulations to serve to fully secure the rights and equal treatment of shareholders and appropriate exercise of shareholder rights.
2.Appropriate Cooperation with Stakeholders Other Than Shareholders
The Company recognizes that efforts should be made to appropriately cooperate with the various stakeholders for sustainable corporate growth and creation of mid-to long-term corporate value. In addition, led by the management team, efforts are being made to foster a corporate culture that respects the rights and positions of stakeholders as well as corporate ethics so that cooperation with stakeholders is put into practice. Such efforts include setting the corporate philosophy and code of conduct, and holding a management policy briefing once every six months as an opportunity for these to be explained to all employees directly by the president and other management in their own words.
3.Ensuring Appropriate Information Disclosure and Transparency
The Company recognizes information disclosure as one of the key management tasks and that appropriate information disclosure is also essential for gaining the understanding of shareholders and other stakeholders. To put such recognition into practice, the Company strives for proactive disclosure of information (including non-financial information) that is deemed to be important to shareholders and other stakeholders, beyond the requirement of laws and regulations, through the Company's website and voluntary timely disclosure.
4.Duties of Board of Directors, etc.
In addition to separating the structure for corporate management-related decision-making/oversight and the structure for executing business operations with the aim of establishing a framework for efficient management and execution, the Company appoints five outside directors (including two independent outside directors) in an effort to achieve highly transparent corporate management. Along with establishing a highly effective structure for overseeing directors by appointing outside directors, two of the four appointed auditors are independent outside auditors. This establishes an independent structure for oversight of directors' execution of their duties. Furthermore, a voluntarily formed Nomination & Compensation Advisory Committee, many of whose members are independent outside directors, is involved in the process of nominating directors, deciding on their compensation, and so forth. By ensuring the objectivity and transparency of this process, the committee enhances supervisory functions relating to directors and contributes to a more robust corporate governance structure.
5.Dialogue with Shareholders
The Company recognizes that continuing to grow together with shareholders by proactively engaging in constructive dialogue with shareholders in day-to-day operations and reflecting the opinions and requests of shareholders in corporate management is important for sustainable growth and mid-to long-term corporate value enhancement. From such point of view, the Company develops the IR structure around an executive officer in charge of IR and strives to hold a constructive dialogue with the shareholders and investors by proactively responding to interview requests in order to gain understanding against the Company's corporate strategy and business plan.

1-3 Cross-Shareholdings

When shares in other listed companies are to be held for purposes other than pure investment, the rationality behind the cross-shareholdings is determined based on a careful examination of not only dividends and share price trends but also the risks and benefits such as whether or not the cross-shareholdings maintain/foster collaborative business ties, etc. with the invested companies, whether or not synergistic effects with the Company's business are anticipated and whether or not the cross-shareholdings serve to enhance the Company's mid- to long-term corporate value.
Selling will be considered for shares that have lost their holding rationality. The rationality of continued holding is considered based on capital costs by the Board of Directors every year, and regarding the currently-held shares in eight listed companies (1,828 million yen at the end of March 2021), the Board has decided to continue holding them as their purpose has been deemed appropriate and rational as even in light of the risks, the benefits are sufficient. In addition, concerning exercise of the voting rights to the cross-shareholdings, the general rule shall be to exercise the voting rights to all cross-shareholdings, and whether to vote in favor or against the proposals shall be determined in light of such factors as whether it contributes to the sustainable growth of the invested company by enhancing its mid- to long-term corporate value, or the realization of the purposes for holding as well as whether it enhances the Company's mid- to long-term corporate value and contributes to its sustainable growth, while dialoguing with the invested companies as necessary and respecting their management policies.

Overview of Corporate Governance Structure

2-1 Chart of Corporate Governance Structure

2-2 Corporate Governance Structure

The Company is a company with a Board of Auditors. Outside directors who possess knowledge and experience of management in general as well as expertise in the Group's business are invited to serve on both the Board of Directors and Board of Auditors. Based on their knowledge and experience of management in general, they provide opinions and advice from an objective, neutral perspective that contributes to the management of the Company, thereby enhancing the structure for management oversight, including overseeing whether directors are executing their duties adequately. In addition, clarifying roles by separating management decision-making/oversight functions and execution functions strengthens the Board of Directors' decision-making and oversight functions and makes execution more flexible and speedier, so the Company is building a corporate governance structure by introducing an optional executive officer system and corporate officer system.

1.Board of Directors
The Company's Board of Directors consists of twelve members (of which, five members are outside directors) with a term of office of one year. It meets once a month as a general rule and also holds impromptu meetings as required. At these meetings, it decides important matters regarding the basic policy and execution of Company management and oversees directors' execution of duties. The Board of Directors also appoints executive officers (ten) to decide and execute the Company's operations and corporate officers (five) to oversee management and decide and execute operations at the Company's important subsidiaries and affiliate companies, both with a term of office of one year.
The members of the Company's Board of Directors are as follows:
Chair: Akira Tanaka (representative director)
Members: Hideki Tashiro, Kenji Noshi, Masahiko Mizuguchi, Hitoshi Yamamoto, Junichi Onoue, Masanori Gunji, Yutaka Ishikawa (outside director), Takashi Kusama (outside director), Akira Ishizawa (outside director) , Jun Otomo (outside director) and Kenji Shimizu(outside director)
2.Management Council
In order to ensure appropriate operation execution and speedy, efficient decision-making, the Company has established a Management Council composed of ten executive officers (of which, seven are also directors), chaired by the president & CEO. The Management Council meets once a week as a general rule. At these meetings, it provides support for the execution of the president & CEO's duties by reviewing important matters within those approved by the president. In addition to considering practical management issues and important matters raised by the Board of Directors, it receives reports on the sharing of information on operations in each division, including group companies, etc. Full-Time Audit & Supervisory Board Members also attend Management Council meetings to receive reports, offer opinions and obtain information necessary for auditing.
The members of the Company's Management Council are as follows:
Chair: Akira Tanaka (president & CEO)
Members: Hideki Tashiro (managing executive officer), Kenji Noshi (managing executive officer), Masahiko Mizuguchi (managing executive officer), Hitoshi Yamamoto (executive Officer), Junichi Onoue (executive Officer), Masanori Gunji (executive Officer),Masato Konishi (executive Officer), Haruo Otsuka, Michihiro Ishizu (executive Officer)
3.Audit & Supervisory Board
The Company's Audit & Supervisory Board is composed of four members (of which, two are full-time auditors and two are outside auditors). It meets once a month as a general rule and also holds impromptu meetings as required. At these meetings, it formulates audit plans and reports and discusses matters necessary for auditing. Each member oversees the Board of Directors' execution of their duties in accordance with the audit plan.
The members of the Company's Audit & Supervisory Board are as follows:
Chair: Fumihiro Yamanouchi (full-time auditor)
Members: Hajime Tonegawa (full-time auditor), Masayuki Umeda (outside auditor), Hideyuki Takahashi (outside auditor)
4.Accounting Auditor
The Company has appointed EY Japan as its Accounting Auditor. Furthermore, an independent auditing department (five members) directly under the president & CEO does internal audits of the Company and subsidiaries at the command of the president & CEO. The Audit & Supervisory Board, Accounting Auditor and the auditing department are in constant contact, sharing necessary information.
5.Nomination & Compensation Advisory Committee
The Company has set up a voluntarily formed Nomination & Compensation Advisory Committee (three members), the majority of whose members are independent outside directors, with the aim of enhancing supervisory functions of the Board of Directors by making the evaluation and decision-making process related to nomination of directors, director compensation, etc., more transparent and objective.
The members of the Nomination & Compensation Advisory Committee are as follows:
Chair: Takashi Kusama (independent outside director)
Members: Yutaka Ishikawa (independent outside director), Akira Tanaka (representative director)
6.Risk Management & Compliance Committee,Information Security Committee
For the purpose of implementing a thorough risk management and compliance structure for the Group, the Company has established a Risk Management & Compliance Committee (thirteen members), chaired by the president & CEO and composed of executive officers and subsidiary presidents, that examines, discusses and approves the Group's risk management and compliance policy, direction, annual plans, corrective measures, etc. In addition, with the aim of protecting important information assets, including personal information possessed by the Group, it has also set up an Information Security Committee(thirteen members), chaired by the president & CEO and composed of executive officers and subsidiary presidents, that examines, discusses and approves the Group's information security policy, direction, annual plans, corrective measures, etc. Full-Time Audit & Supervisory Board Members also attend Risk Management & Compliance Committee and Information Security Committee meetings to receive reports, offer opinions and obtain information necessary for auditing.
The members of the Company's Risk Management & Compliance Committee and Information Security Committee are as follows:
Chair: Akira Tanaka (president & CEO)
Members: Hideki Tashiro (managing executive officer), Kenji Noshi (managing executive officer and Actvila Corporation representative director president), Masahiko Mizuguchi (managing executive officer), Hitoshi Yamamoto(executive Officer), Junichi Onoue(executive Officer), Masanori Gunji(executive Officer), Masato Konishi(executive Officer), Haruo Otsuka(executive Officer), Michihiro Ishizu(executive Officer), Yoshiro Minezaki (WOWOW Entertainment, Inc. representative director president), Kazuhiko Okuma (WOWOW PLUS INC. representative director president), Ichiro Yamazaki (WOWOW COMMUNICATIONS INC. representative director president)

2-3 Status of Coordination Among Members of the Audit & Supervisory Board, the Financial Auditor and the Internal Audit Department

The Company's outside directors and outside auditors receive reports of the internal control, risk management and compliance and other status pertaining to financial reporting periodically and as needed from the respective members of the Board of Directors in charge. The outside auditors receive reports of the status and audit results of internal audits as needed from the Audit Department, and they are consistently maintaining coordination, In addition, the outside auditors receive reports of audit results periodically and as needed from the Financial Auditor, and they are consistently maintaining coordination.

2-4 Supporting System for Outside Directors (Outside Auditors)

Outside directors and part-time outside auditors are briefed in advance on the purpose and content of the proposed agenda of meetings of the Board of Directors by full-time members of the Board of Directors and full-time members of the Audit & Supervisory Board to facilitate productive discussion at the time of meetings of the Board of Directors.

2-5 Reasons for Selecting Current Corporate Governance Structure

The Company has adopted the form of a company with a board of corporate auditors rather than a company with committees, as having the directors, who have been appointed at a general meeting of shareholders, be involved in decision-making relating to important corporate management matters and tasked with handling oversight functions themselves is considered preferable from the perspective of clarifying management responsibilities and ensuring proper business operations. Based on the above, in line with clarifying roles by separating management decision-making/oversight functions and execution functions, the Company has introduced an optional executive officer system and corporate officer system as an operation execution structure and established a Management Council, but at the same time, in line with strengthening the management oversight structure, including oversight of the validity of directors' execution of duties, it has included in the twelve directors five outside directors well-versed in the broadcasting industry or management strategy. Moreover, in order to ensure effective auditing, the Company has appointed two outside auditors, and the auditors also strive constantly to maintain mutual co-operation with the Accounting Auditor and the Audit Department. In addition, the Company has set up a voluntarily formed Nomination & Compensation Advisory Committee, the majority of whose members are independent outside directors, with the aim of enhancing supervisory functions and contributing to a more robust corporate governance structure by making the evaluation and decision-making process related to nomination of directors, director compensation, etc., more transparent and objective. Finally, for the purpose of implementing a thorough risk management and compliance structure for the Group, the Company has established a Risk Management & Compliance Committee, and it has also set up an Information Security Committee with the aim of protecting important information assets, including personal information possessed by the Group.

Directors

3-1 List of Directors

The Company has appointed five out of the twelve members of the Board of Directors as outside directors and two out of the four members of the Audit & Supervisory Board as outside auditors.
Directors

3-2 Reason for Appointment and Status of Attendance as Outside Directors

Name Independent director Reason for appointment Status of attendance at meetings of the Board of Directors in fiscal year 2020
(Attendance / Holdings (attendance rate))
Yutaka Ishikawa
Judged to be qualified for the position of outside director in view of expected ability to leverage expertise and executive experience in the marketing/advertising industry in the Company's management

No significant transactions between the Company and him or his former company; therefore, judged to be qualified for the position of independent director free of any conflict of interest with ordinary shareholders.
12 attendances / 12 meetings (100.0%)
Takashi Kusama Judged to be qualified for the position of outside director in view of expected ability to leverage institutional corporate finance expertise and accounting experience in the Company's management

Employed until 2000 by the Industrial Bank of Japan, a predecessor to Mizuho Bank, one of the Company's major business partners, but as a significant amount of time has passed since his departure, judged to not be in a position to be influenced by the will of his former company; therefore, judged to be qualified for the position of independent director free of any conflict of interest with ordinary shareholders.
12 attendances / 12 meetings (100.0%)
Akira Ishizawa Judged to be qualified for the position of outside director in view of expected ability to leverage expertise and executive experience from another company in the same industry in the Company's management 11 attendances / 12 meetings (91.7%)
Jun Otomo Judged to be qualified for the position of outside director in view of expected ability to leverage expertise and management experience from another company in the same industry in the Company's management. 10 attendances / 10 meetings (100.0%)(*1)
Kenji Shimizu(*2) Judged to be qualified for the position of outside director in view of expected ability to leverage expertise and management experience from another company in the same industry in the Company's management.
*1 The difference in numbers of meetings held indicated above is due to the difference in date of accepting their appointment to their positions.
*2 Kenji Shimizu did not attend the fiscal year 2020 Board of Directors' meeting as he was appointed at the 37th annual general meeting of shareholders held on June 22, 2021.

3-3 Reason for Appointment and Status of Attendance as Outside Auditors

Name Independent auditor Reason for appointment Status of attendance at meetings of the Board of Directors and meetings of the Audit & Supervisory Board in fiscal year 2020
(Attendance / Holdings (attendance rate))
Masayuki Umeda
Judged to be qualified for the position of outside auditor in view of leveraging experience and extensive expertise as an executive in enhancing the Company's audit functions

No significant transactions between the Company and him or his former company; therefore, judged to be qualified for the position of independent director free of any conflict of interest with ordinary shareholders.
Board of Directors
10 attendances / 12 meetings (83.3%)
Audit & Supervisory Board
10 attendances / 12 meetings (83.3%)
Hideyuki Takahashi
(*)
Judged to be qualified for the position of outside auditor in view of leveraging experience in corporate finance at a financial institution and extensive accounting expertise, especially as audit committee chair at Mizuho Financial Group, Inc., as an executive in enhancing the Company's audit functions.

No significant transactions between the Company and him or his former company; therefore, judged to be qualified for the position of independent director free of any conflict of interest with ordinary shareholders.
Board of Directors
10 attendances / 10 meetings (100.0%)
Audit & Supervisory Board
10 attendances / 10 meetings (100.0%)
* The difference in numbers of meetings held indicated above is due to the difference in date of accepting their appointment to their positions.

3-4 Director's Compensation

1.Policy Details and Decision Method for Officer Compensation Amounts and Calculation Method Determination
 The Company's Board of Directors has established a decision-making policy for directors' individual compensation based on the recommendations and proposals of the Nomination & Compensation Advisory Committee. It has also established a decision-making policy for auditors' individual compensation. These policies are as follows. The basic policy is to set director and auditor compensation at a level that maintains desire to improve performance and enables acquisition of excellent personnel from inside and outside the Company as well as in consideration of competitor levels, scope of management at the Company and balance with employee salaries. The General Meeting of Shareholders having set a limit on total compensation by resolution, the representative director, president & CEO is appointed by the Board of Directors to decide individual director compensation within the above limit based on the basic policy above. Individual compensation is determined based on holistic consideration of each director's title, responsibilities, short-, medium- and long-term performance of the Company and degree of contribution to relevant performance. It is also reviewed by the Nomination & Compensation Advisory Committee, over half of whose members are independent outside directors, which gives recommendations and proposals. Auditor compensation is decided based on the basic policy above through discussion with the auditors within the limit on total compensation decided by resolution of the General Meeting of Shareholders and reviewed by the Nomination & Compensation Advisory Committee, which gives recommendations and proposals. Aiming to give an incentive to sustainably increase the Company's corporate value and deepen shared values with shareholders, it was decided to introduce a restricted stock compensation program for directors (excluding outside directors) from the fiscal year ending March 31, 2021, and the 36th Ordinary General Meeting of Shareholders on June 23, 2020, approved by resolution the total amount of monetary compensation credit to offer the restricted stock and total number of regular stock for the Company to issue or dispose. Specific distribution of the monetary compensation credit will be decided by resolution of the Board of Directors based on standard compensation amounts corresponding to title and with the advice and recommendations of the Nomination & Compensation Advisory Committee. The amount to be paid per share of restricted stock will be decided by the Board of Directors based on the closing price of the Company's regular stock on the Tokyo Stock Exchange on the business day prior to each meeting of the Board of Directors.

2. Policy on Deciding Amount of Officer Compensation and Calculation Method for Each Position
(1) Compensation of directors (excluding outside directors)
 Compensation of directors (excluding outside directors) is composed of fixed title-based compensation, performance-based (monetary) compensation for each business year and restricted stock compensation.The payment ratio of compensation types is set so that the higher the title, the larger the percentage that is performance-based compensation.
 a. Title-based compensation (fixed)
  A fixed amount is paid in line with the size of responsibility per title, divided in 12 for monthly payment. The payment ratio is 70% of total annual compensation.

 b. Performance-based compensation (variable)
 Performance-based compensation of directors (excluding outside directors) is monetary compensation paid after the ordinary general meeting of shareholders according to a performance evaluation coefficient calculated from performance indicators for that business year. Setting the base amount as 100%, that amount may vary from 80% to 120%. The payment ratio of the base amount is 5% of total annual compensation.

 Note: The base amount is the amount of performance-based compensation paid if the performance evaluation coefficient calculated from performance indicators for that business year is 100%.

 c. Restricted stock compensation (variable)
 The payment ratio of monetary compensation credit paid to offer restricted stock is 25% of total annual compensation, paid after the ordinary general meeting of shareholders.

(2) Compensation of outside directors and auditors
Compensation of outside directors and auditors is fixed compensation not affected by the Company's performance, divided in 12 for monthly payment.

3. Performance-Based Compensation Indicators, Reasons for Choosing These Indicators, Decision Method for Amount of Performance-Based Compensation
(1) Overview of performance-based compensation, fundamental indicators, reasons for choosing these indicators
Performance-based (monetary) compensation is paid to directors (excluding outside directors) based on evaluation of a single business year. It aims to increase directors' (excluding outside directors) incentive to achieve management plans and link compensation to execution of duties.
In order to link compensation more closely to performance results, the indicators used for performance-based compensation are consolidated revenue and consolidated operating income, especially important performance indicators in the Company's business model. Performance-based compensation is paid in a monetary lump sum decided by the Board of Directors with validity and appropriateness reviewed by the Nomination & Compensation Advisory Committee based on calculation of a performance evaluation coefficient according to achievement rate of the Company's consolidated revenue and consolidated operating income for that business year, after confirming that the payment ratio is within 80% to 120% of the base amount.

(2) Decision method for amount of performance-based compensation
Performance-based compensation is calculated based on achievement rate of initial consolidated revenue and consolidated operating income targets for that business year, multiplying the performance evaluation coefficient calculated using the formula below by an adjustment coefficient and then multiplying this by the performance-based compensation base amount.
・Performance evaluation coefficient formula
Performance evaluation coefficient = Consolidated revenue achievement rate × 50% + Consolidated operating income × 50%
However, the upper limit for the performance evaluation coefficient is 120% and the lower limit is 80%
・Adjustment coefficient 1.00
・Performance-based compensation formula
Performance-based compensation = Performance-based compensation base amount × Performance evaluation coefficient × Adjustment coefficient

⑶ Targets and results for performance-based compensation indicators
Targets for consolidated net sales and consolidated operating income, the indicators for performance-based compensation, are set by Board of Directors resolution based on performance forecasts. This business year, the Company achieved its consolidated operating income target but not its consolidated net sales target.

4. Matters Relating to General Meeting of Shareholders Resolutions on Director and Auditor Compensation
The 36th Ordinary General Meeting of Shareholders held on June 23, 2020, set the total yearly director compensation limit at 600 million yen (of which the outside director portion was up to 60 million yen, not including employee salary) by resolution. There were 13 directors (five of whom were outside directors) at the time of this resolution. This meeting also set the total yearly monetary compensation credit paid to offer restricted stock to directors after the above revision at 120 million yen (not including employee salary) in order to introduce the restricted stock compensation program for directors (excluding outside directors), the total number of shares of the Company's common stock to be issued or disposed of as shares with transfer restrictions at 100,000 shares per year (provided, however, that in the event of a stock split of the Company's common stock [including gratis allotment of the Company's common stock] or a reverse stock split of the Company's common stock, or in the event of any other event requiring adjustment of the total number of shares of the Company's common stock to be issued or disposed of as shares with transfer restrictions, this total number shall be adjusted to a reasonable extent), the period of restriction on transfer to be determined by the Board of Directors between three years and 30 years, and in the event that a director resigns from the position predetermined by the Board of Directors prior to the expiration of the period of restriction on transfer, that the shares with restrictions on transfer will be acquired without consideration, except in cases where there is a justifiable reason for such resignation, such as expiration of the term of office, death, etc., and all the restrictions will be released when the director has maintained their position through the period of restriction. The Company has received a resolution to reasonably adjust the number of shares to be released from the restriction on transfer and the timing of the release of the restriction on transfer as necessary in the event that the employee retires from the position before the expiration of the restriction period due to death or other justifiable reasons. There were 13 directors (five of whom were outside directors) at the time of this resolution. The 35th Ordinary General Meeting of Shareholders held on June 20, 2019, set the total yearly auditor compensation limit at 79 million yen. There were four auditors at the time of this resolution.

2.Total Amount of Compensation, Total Amount by Type of Compensation and Number of Applicable Directors by Director Classification (fiscal year 2020)

Director classification Number of applicable directors
(persons)
Total amount
of pay
(million yen)
Total compensation by type(million yen)
Fixed compensation
(Title-Based Compensation)
Performance-based compensation Non-Monetary Compensation
(Restricted Stock Compensation)
Members of the
Board of Directors
[of which Outside Directors]
14
(6)
317
(55)
257(55) 39(-) 19(-)
Members of the
Audit & Supervisory Board
[of which Outside Auditors]
5
(3)
76
(19)
76(19) -(-) 19(-)
Total
[of which Outside Directors]
19
(9)
393
(74)
333(74) 39(-) 19(-)

(Notes) 1. The amounts listed are rounded down to the nearest million yen.
2.The above includes the one directors and one auditor who resigned as of the 36th Ordinary General Meeting of Shareholders on June 23, 2020.
3.The performance-based compensation above indicates the amount recorded as cost in the current fiscal year.
4. Non-monetary compensation is the Company's stock, allocated under the terms described in B. Matters Relating to General Meeting of Shareholders Resolutions on Director and Auditor Compensation. The status of transfer in the current fiscal year is indicated in 2. (2) Status of Stock Transferred to Directors as Compensation for Execution of Duties in the Current Fiscal Year. The non-monetary compensation above indicates the amount recorded as cost in the current fiscal year.
5.No officer exceeds 100 million yen in total consolidated compensation.
6.Persons who are concurrently an employee and member of the Board of Directors are not paid a salary as an employee.

3-5 Incentives

The current compensation payable to directors was approved at a general meeting of shareholders as consideration for execution of duties with an upper limit for such compensation and was, until fiscal year 2018, set as monetary compensation within this limit. At the Board of Directors' meeting held on May 15, 2019, it was resolved that in order to increase full-time directors' incentive to achieve each management plan and the linkage between compensation and responsibilities, a performance-based compensation system with monetary compensation for full-time directors would be introduced with the fiscal year ending March 2020 as an evaluation period.Decisions on the introduction of the performance-based financial compensation system and the amounts of compensation shall reflect the advice and recommendations of the Nomination & Compensation Advisory Committee and require a resolution of the Board of Directors.

Basic Philosophy on and Status of Development of Structure for Exclusion of Anti-Social Forces

4-1 Basic Philosophy on Exclusion of Anti-Social Forces

The Company, which has set an Anti-Social Forces Exclusion Policy based on the WOWOW Code of Conduct, shall exclude anti-social forces in any case under the following policy:

  • (1) Take action against anti-social forces as an entire organization; (2) closely cooperate with external experts and expert organizations against anti-social forces; (3) secure the safety of directors, employees and other relevant persons from anti-social forces; (4) ban any business or other ties with anti-social forces, and reject unjust demands; (5) eliminate backroom deals for covering up anti-social forces incidents; (6) be aware that accepting demands from anti-social forces is a violation of laws and regulations, and strictly prohibit provision of funds to anti-social forces; (7) do not engage anti-social forces and; (8) do not act in a way that facilitates or assists the activities of anti-social forces

4-2 Status of Development of Structure for Exclusion of Anti-Social Forces

The Company has set an "Anti-Social Forces Exclusion Policy", "Rules on Dealing with Anti-Social Forces" and a "Manual on Dealing with Anti-Social Forces" based on the WOWOW Code of Conduct to exclude anti-social forces. The unit dealing with anti-social forces is General Affairs Department and the person responsible is the director of the General Affairs Department. Directors and employees shall report immediately to the head of their department or their superior in addition to the director of the General Affairs Department when an anti-social forces incident is suspected to take place or found to have taken place.
Dealing with anti-social forces incidents is a risk that shall be addressed by the Risk Management & Compliance Committee, and the director of the General Affairs Department shall report immediately to the executive officer in charge of risk management and compliance as well as the president & CEO when the director receives a report on an anti-social forces incident, and propose convocation of the Risk Management & Compliance Committee to the secretariat on an as-needed basis. The Risk Management & Compliance Committee shall consider and decide on how to deal with such incidents.