Evaluation of the composition and effectiveness of the Board of Directors

Constitution of the Board of Directors

The Company’s Board of Directors is comprised of 9 individuals (two of them are women and the others are men) and four of which are serve full time, five Outside Directors serve part time. As a rule, the Board of Directors convenes once a month and as otherwise deemed necessary, discussing and determining important matters related to the execution of duties, including issues related to the Company and Company subsidiaries, as well as receiving reports from each company within our Group related to important events, etc.
The Group believes that the election of five Outside Directors having a depth of experience as corporate management, advanced expertise, rich experience, and high levels of insight, and executives allows for broad, multifaceted discussions within the Company’s board meetings, enhancing the effectiveness of governance within the Group.
In the fiscal year 2023, the Board of Directors held 15 meetings with an attendance rate of 99.2%.

Skills Matrix of Board Directors

Evaluation and Analysis of the Board of Directors

The Board of Directors analyzes and evaluates the effectiveness of the Board of Directors based on the self-evaluations of each director every year and discloses a summary of the results.

Discussions by the Board of Directors

The Board of Directors actively discusses matters for resolution and reporting, focusing primarily on important matters related to the Company and operating companies, as well as agenda items stipulated by laws and regulations.
In addition, the Company endeavors to have Directors fully deepen their understandings before attending Board of Directors meetings; means to this end include providing explanations of important matters in advance to outside directors as well as providing opportunities for attending explanations and lectures on major topics and relevant information.

Key agenda items and discussion content

Agenda item	Discussion content
Procurement of the communications satellite JSAT-31	We held a briefing based on an analysis of the future satellite communications market environment and potential risks regarding the conclusion of a procurement contract for the fully digital satellite JSAT-31 between our key operating company, SKY Perfect JSAT Corporation, and Thales Alenia Space (headquartered in Cannes, France). Discussions were held accordingly. Outside directors raised questions about the impact on the medium-term management plan, the status of frequency adjustments, and potential users, leading to active discussions.
Establishment of SKY Perfect Pictures Inc.	SKY Perfect JSAT Corporation welcomed Itochu Corporation as its partner, and a briefing was held on how SKY Perfect Pictures Inc. will be established with the aim of planning, producing, investing in, selling, and promoting audio-visual content-related businesses, focusing on anime, together with the significance of working on this business, the benefits of the partnership, and visions, etc., followed by discussions. Outside directors offered their opinions on the sales strategy and governance, and asked questions about the business plan and other topics, leading to valuable discussions about our future initiatives.
Initiatives on sustainability	The Group’s report on FY2023 sustainability activities as well as our review of materiality, long-term targets and KPIs, and action plans, etc. for FY2024 were explained and discussed. Outside directors offered their opinions on the evaluation of past activities and the future direction of initiatives that leverage the Company’s business, leading to various discussions.

Implementation of the FY2023 Policy for Responding to Challenges

Implementation of the FY2023 Policy for Responding to Challenges has generally been completed.
Regarding the appointment of outside directors with specialized knowledge of the Space Business, we have strengthened our management and governance structure by appointing as outside directors Setsuko Aoki, who has advanced expertise in space law, international law, and security strategies related to the space industry, and Katashi Toyota, who has extensive experience and deep insight into security strategies, space defense, and international affairs.
To achieve the goal of “conducting overseas IR three times a year and holding approximately 20 meetings utilizing overseas IR support companies,” we have deepened dialogue with overseas investors by conducting three overseas roadshows led by the Representative Director and President in London (September 2023), in Singapore (February 2024), and in North America (March 2024).
The number of meetings that utilized overseas IR support companies reached 52.
Furthermore, with respect to “implementation of intensive discussions through off-site meetings, etc.,” outside directors and directors of operating companies held offsite meetings to actively discuss management policies and strategies as well as to confirm and analyze the progress thereof.
As part of the medium- to long-term strategy for both the Space Business and the Media Business, new initiatives (including those for existing businesses) and their implementations are being discussed.

Identified issues and responses

Item	Issue	Response
Composition and operation of the Board of Directors	•Appointing outside directors with specialized knowledge of the Space Business •Improving the scope and quality of advance explanations regarding important matters and new matters, and ensuring materials are distributed in good time •Holding study meetings on industry trends and adjacent domains that pertain to our businesses •Discussing disclosure of non-financial information, including management of human capital, and climate change	•At the 16th Annual General Meeting of Shareholders, we appointed new directors with high levels of expertise in the field of Space •We increased the scope and quality of advance explanations regarding important matters and new matters, regardless of the items being deliberated or reported •As part of our officer training, we improved notifications regarding various types of lectures and study meetings run by outside lecturers and Group employees •We promoted discussions when considering policies for sustainability activities and materiality
Discussions and New themes (DX-related)	•Considering the DX of routine and operational tasks, and sharing various types of data internally and externally •Using AI technologies to improve the level of our services	•We established a cross-functional team to revise how we intend to transform our company and promote our businesses •We discussed the introduction of new technologies aimed at improving the level of our services
Dialogue with shareholders and investors	•Actively implementing and strengthening our overseas IR activities •Regularly communicating climate-related information	•We aim to hold three overseas IR sessions per year—the same number as before COVID—and to use overseas IR support companies to carry out 20 or so in-person meetings per year •In addition to our Earnings Results Briefings and Integrated Reports, our Corporate Communications & Investor Relations Department and the Sustainability Department will work together to promote new forms of dialogue and communications with institutional investors
Others	•Revising responses to changes in business environments and business strategies •Informal discussion outside of board meetings	•We are holding intensive discussions through off-site meetings •We have recommenced holding directors and corporate auditors meetings

FY2024 Policy for Responding to Challenges

Item	Challenge	Response policy
Executive composition/Operations, etc.	•Ensuring of diversity on the Board of Directors and expansion of skills, including by increasing the number of independent outside directors •Provision of explanations on the discussion process that leads to items being submitted to the Board of Directors •Earlier issuance of Board meeting convocation notices and materials	•Discussion continues in Nominating and Compensation Committee •More detailed explanations of the discussion process, including advanced sharing of the content of discussions in operating companies’management committee meetings •For important matters, sharing of materials and provision of explanations approximately two weeks in advance •For regular matters, sending of Board of Directors meetings convocation notices and sharing of materials one week prior to the relevant meeting
Training	•Enhancement of information provision -Progress and challenges that follow large-scale investment projects -Learning opportunities regarding the outlook for the broadcasting industry -Facility tours, such as at the SKY PerfecTV! Tokyo Media Center -Topics related to the SDGs and global human rights standards -Trends in the global market for the Space Business, including the latest technologies and their market penetration -Promotion of DX and cyber security initiatives	•Provision of opportunities for reporting on the progress of large-scale investment projects •Establishment of diverse themes, including those related to the Media Business •Organization of tours

Securing a Monitoring and Containment System for Management Soundness

As a company with Corporate Auditors (the Board of Corporate Auditors), the Company enhances the monitoring and supervisory functions and secures transparency and soundness of its management by having the Corporate Auditors fulfill management supervisory duties. In addition to the corporate governance system primarily based on the management supervision by the Corporate Auditors, the Company has appointed more than one highly independent Outside Directors and auditor aiming at strengthening and enhancing the effectiveness of management supervision by the Board of Directors and transparency and soundness of the management. Furthermore, the Company has voluntarily established the “Nomination & Remuneration Committee,” which is an advisory body for the board of Directors. The “Nomination & Remuneration Committee,” the majority of whose members are independent Outside Directors and that is chaired by an independent Outside Director, conducts independent discussions for appointing Directors and determining remunerations.

Appointment of Independent Directors/Auditors

To protect general shareholders and enhance corporate governance, the Tokyo Stock Exchange, on which the Company is listed, requires that all listed domestic companies appoint at least one independent director/auditor. An independent director/auditor is an outside director or auditor who is unlikely to have any conflict of interest with general shareholders. In other words, an independent director/auditor is a person who participates in management from a neutral and objective standpoint and who does not have any interests in the Company or the Group. In accordance with the Exchange’s requirement of appointing one or more independent  directors and auditors, we have formulated our own judgment criteria for the independence of directors/auditors in addition to those stipulated by the Companies Act and the Tokyo Stock Exchange, and the Company currently has a total of four independent directors/auditors (three independent Directors and one independent Corporate Auditor).

FY2023 Major Activities Conducted by Outside Board Directors

Board Director: Kimiko Ohga

Ms. Ohga attended all of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2024. With regard to business deliberation and other matters, she provided advice as necessary based on her high level of expertise as a corporate manager and extensive experience and knowledge of the communication industry and provided appropriate guidance and supervision to the management team from an independent and objective standpoint mainly regarding the strengthening of the management system. In addition, she is a chairperson of the Nomination and Remuneration Committee that provides advice to the Board of Directors on the appointment and dismissal as well as remuneration of Board Directors. She attended all of the 9 Nomination and Remuneration Committee meetings held in the fiscal year ended March 31, 2024.

Board Director: Kenji Shimizu

Mr. Shimizu attended all of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2024. With regard to business deliberation and other matters, he provided advice as necessary based on his high level of expertise as a corporate manager and his abundance of experience and knowledge in the media industry and provided appropriate guidance and supervision to the management team from an independent and objective standpoint mainly regarding the strengthening of the management system. In addition, he is a member of the Nomination and Remuneration Committee that provides advice to the Board of Directors on the appointment and dismissal as well as remuneration of Board Directors. He attended all of the 9 Nomination and Remuneration Committee meetings held in the fiscal year ended March 31, 2024.

Board Director: Hiroyuki Oho

Mr. Oho attended all of the 15 Board of Directors meetings held in the fiscal year ended March 31, 2024. With regard to business deliberation and other matters, he provided advice as necessary based on his high level of expertise as a corporate manager and his abundance of experience and knowledge in the media industry, and provided appropriate guidance and supervision to the management team from an independent and objective standpoint mainly regarding the strengthening of the management system.

Board Director: Setsuko Aoki

Ms. Aoki attended all of the 11 Board of Directors meetings held in the fiscal year ended March 31, 2024 since she assumed office. With regard to business deliberation and other matters, she provided advice as necessary based on her high level of expertise in fields such as space law, international law, and security strategy, and provided appropriate guidance and supervision to the
management team from an independent and objective standpoint mainly regarding the strengthening of the management and governance systems. In addition, she is a member of the Nomination and Remuneration Committee that provides advice to the Board of Directors on the appointment and dismissal as well as remuneration of Board Directors. She attended all of the 6 Nomination and Remuneration Committee meetings held in the fiscal year ended March 31, 2024 since she assumed office.

Board Director: Katashi Toyota

Mr. Toyota attended all of the 11 Board of Directors meetings held in the fiscal year ended March 31, 2024 since he assumed office. He provided advice as necessary based on his extensive experience and deep insight in fields such as security strategy, space defense, and international affairs, and provided appropriate guidance and supervision to the management team from an independent and objective standpoint mainly regarding the strengthening of the management and governance systems. In addition, he is a member of the Nomination and Remuneration Committee that provides advice to the Board of Directors on the appointment and dismissal as well as remuneration of Board Directors. He attended all of the 6 Nomination and Remuneration Committee meetings held in the fiscal year ended March 31, 2024, since he assumed office.