GOVERNANCE

The Company, as a certified broadcasting holding company with commercial broadcasters as subsidiaries, maintains appropriate relationships with various stakeholders while pursuing profits through fair and proper means.
While performing these public missions, the Company fosters and secures human resources that share the same philosophy, maintains the trust of its stakeholders and fulfills its responsibility as a broadcaster and news media, and believes that the source of its corporate value is to continue to produce and transmit content that match the needs of society based on these principles.
Accordingly, the Company considers the establishment and utilization of a system that enables its sustained growth and medium- to long-term enhancement of corporate value to be the base of its corporate governance.

Based on the above corporate governance policy and adhering to the public interest, the Company intends to strive for the long-term, stable enhancement of the TV Asahi Group’s corporate value as well as the interests of its shareholders and other stakeholders. To this end, the Company has adopted “a company with an audit and supervisory committee” system, which enables both execution of operations and provision of appropriate management oversight through the appointment of Audit and Supervisory Committee members responsible for auditing and supervising the execution of business by directors to the Board of Directors.
Further, the Company’s policy regarding major bodies and organizations that form its governance system and their functions are as follows.

The Company believes that equally securing the exercise of rights by many shareholders, including the exercise of voting rights, will lead to securing the substantive exercise of rights. Based on this policy, it makes decisions on the schedule for General Meeting of Shareholders and disclose information in accordance with the Companies act and other related laws and regulations. The Company also gives enough time for the shareholders to consider the bills submitted to the meeting and is proactively working on early mailing of convocation notices and early disclosure of the bills to make the shareholders’ meeting a forum of constructive dialogues.

For the members of the Board of Directors, in addition to the full-time directors who execute business operation, the Company elects persons with diverse roles and backgrounds, such as partners for capital and management strategy purposes, persons who have certain relationships with the broadcasting industry and abundant experience and knowledge of the broadcasting business, and persons independent from the Company’s management who are capable of objectively overseeing the Company’s fair and appropriate relationship with its stakeholders.

The Company has a structure in which some decisions regarding execution of important business (acquisition and disposal of important assets, etc.) are delegated to the Directors in accordance with the stipulations in the Articles of Incorporation, enabling speedy decision-making that is as swift as possible.

A majority of the Committee members are independent Outside Directors who have met the Company’s standards for the independence of Outside Directors.

The Company has established a system whereby the Nomination and Compensation Committee reports to the Board of Directors on matters pertaining to policies and decisions on nominations of and compensations for members of its management team and the Directors, excluding Directors who are members of the Audit and Supervisory Committee. The majority of the Committee members are Outside Directors, one of whom will chair the Committee. The Committee has the authority to reports to the Board of Directors on matters pertaining to appointment and dismissal of the management and Directors including CEO.

As a listed company, the Company ensures the equality of shareholders while providing vital and appropriate information via our website and other various tools so that its shareholders can appropriately exercise their rights. In addition, the Company works to ensure that, based on the Broadcasting Act and other various regulations, doubts are not raised over the exercise of legal shareholders’ rights regarding individual and common benefits to strictly maintain its public nature, public interest and impartiality as a certified broadcasting holding company with commercial broadcasters as subsidiaries.
The Company has a policy, as a rule, to refrain from having cross shareholdings unless the business and cooperative relationship is important for the Company to improve its corporate value and maintain and develop the business relationship. Under this policy, the Company has established the Investment Review Committee, a sub-organization of the standing Board Meeting, to examine the purpose, size, format, necessity, risk and modifiability of investment from multiple aspects, and the Company makes the decision once a year in principle on whether to continue to invest in certain companies based on the results of the verifications by the Committee.

To ensure appropriate information disclosure in compliance with laws and regulations and enable to provide accurate and easy-to-understand information regarding its financial standings, management strategy, risks as well as non-financial information such as matters associated with social and environment issues (so-called ESG factors), the Company appoints one full-time executive officer who is ultimately in charge of the subject matter and the content of the information to be disclosed. Regarding non-financial information, officers in charge of the Company’s accounting, general affairs and IR divisions hold regular meetings to closely examine the information to be disclosed, and have constructive discussions on policies so as to make accurate and highly useful content.

The Company has compiled and disclosed the basic policy on its corporate governance as “TV Asahi’s Corporate Governance Guidelines.”