Corporate Governance Structure

Overview of the Governance Structure

We have established the Board of Directors, the Board of Corporate Auditors, the Management Committee, and the Nomination & Remuneration Committee as the foundation of our group governance system.

The Board of Directors deliberates and decides on important matters in the execution of business in accordance with the progress of management strategies and plans. We also discuss matters such as sustainability initiatives and strengthening corporate governance.
The Board of Corporate Auditors deliberates matters to be resolved in relation to the Audit Plan of Corporate Auditors and decisions on the reappointment of the accounting auditor, matters to be discussed that are considered important in audits, and matters to be reported as matters to be shared among the Board of Corporate Auditors Members in the course of daily audits. The status of audits conducted by the full-time Corporate Auditors is regularly reported to the Board of Corporate Auditors, and opinions are exchanged while sharing information with the part-time Corporate Auditors, and audits are conducted mainly on the priority items of audits. Improvement proposals related to matters resolved at meetings of the Board of Corporate Auditors, matters discussed as important matters, and matters discovered in daily audits are reported to the Board of Directors as necessary, or opinions are expressed.
The Management Committee is an advisory body for business execution with the aim of supporting the approval of the President and Representative Director. The committee discusses important matters related to the business execution of the Company and its subsidiaries and manages the progress of the sales status of the subsidiaries. In this way, it is helpful in information sharing and group governance.
As an advisory body for the President and Representative Director, the Information Disclosure Committee submits opinions to the President and Representative Director from the viewpoint of timely and accurate disclosure.
As an advisory body to the Board of Directors, the Nomination & Remuneration Committee deliberates on the recommendation of candidates for officers of the Company and its subsidiaries, the recommendation of Representative Directors and Directors with officers, proposals for officers' remuneration, the ideal form of the executive remuneration system, and matters related to these matters, and makes independent reports. The committee also examines responses to corporate governance issues related to deliberative matters handled by the committee and monitors the status of operations.
In addition, to ensure the appropriateness of our group as stipulated in the Companies Act, the Enforcement Regulations of the Companies Act, and the Financial Instruments and Exchange Act, we have established a department responsible for ensuring the appropriateness of internal control systems, risk management systems, and the operations of subsidiaries.

Organization for Corporate Governance

Corporate Auditors and the Board of Corporate Auditors

The Company has established the Board of Corporate Auditors composed of 4 Corporate Auditors (including 2 full-time members), and two of them are outside Corporate Auditors. Corporate Auditors attend important meetings such as the Board of Directors and the Management Committee to actively express their opinions. At the same time, they conduct surveys of each department and subsidiaries in accordance with the annual audit plan of Corporate Auditors and audit the business execution of Directors.
The Board of Corporate Auditors basically meets once a month to exchange opinions with Directors and other core employees, as well as with the Corporate Auditors of subsidiaries. While sharing with the part-time Corporate Auditors the status of daily audits conducted by the full-time Corporate Auditors, the Board of Corporate Auditors conducts comprehensive audits focusing on priority audit items, such as the status of the development of the Group’s internal control system in accordance with the Companies Act and the Financial Instruments and Exchange Act, the Group compliance system, and the verification and follow-up of the status of responses to high-level risks.
In addition, the Company receives reports on audits from the accounting auditor from time to time, and also receives reports from the Internal Audit Department on the status of internal audits.
The rate of attendance at meetings of the Board of Corporate Auditors in fiscal 2023 was 100%.

Skills Matrix of Corporate Auditors

FY2023 Major Activities Condected by Outside Corporate Auditors

Corporate Auditor: Tsutomu Takahashi

Mr. Takahashi attended all of the 15 Board of Directors meetings and all of the 15 Board of Corporate Auditors 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 in the accounting field and abundant audit experience.

Corporate Auditor: Jun Otomo

Mr. Otomo attended 14 of the 15 Board of Directors meetings and all of the 15 Board of Corporate Auditors 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 extensive insight into Media Business.