Note:The following document is an English translation of the Japanese-language original.

(1) System for ensuring execution of duties by directors and employees of the Company and its subsidiaries conforms to legal regulations and the articles of incorporation

1. Compliance

  • The Company has formulated the “ABC Compliance Charter” and “Compliance Code of Conduct” to conduct compliance management based on legal and regulatory compliance and social consciousness.
  • The Company has formulated the “ABC Group Compliance Regulations” and established the Compliance Division under the director responsible for compliance, enacting a necessary framework for enabling directors and employees of the Company and its subsidiaries to act in line with legal and regulatory compliance and in a socially ethical manner.
  • The Company has established an internal reporting desk within the Compliance Division, offering consultations to and receiving reports from the directors, employees and other related individuals of the Company and its subsidiaries regarding possible compliance violations.
  • The Company has formulated rules regarding compliance reporting desks based on Japan’s Whistleblower Protection Act, defining the investigation of and responses to reported information, while safeguarding confidentiality and prohibiting any mistreatment of those who come forward to report.
  • The Company’s Compliance Division periodically reports to the representative director and Board of Directors on the operational status of systems pertaining to internal reporting.
  • The Company and its subsidiaries have formulated “Regulations for Rejection of Antisocial Forces,” prohibits the provision of any profit or accommodation to antisocial forces, and is steadfastly committed to resisting any pressure from such forces.

 

2. Internal audits

  • The Company has established an Internal Audit Office under the direct authority of the President and Chief Executive Officer.
  • The Company has formulated “Internal Audit Regulations” defining the basic parameters regarding audits, including audit criteria and standards; audits examine the operational status of business execution, compliance systems, risk management and internal control systems of the Company and its subsidiaries, and are conducted to confirm that overall operations are being conducted appropriately in light of laws, regulations and the articles of incorporation.
  • The Internal Audit Office confirms that its code of conduct, as an expression of the Company’s corporate culture and climate, is respected in letter and spirit, and whether it is being implemented.
  • The Company’s Internal Audit Office prepares internal audit reports, which it reports to the President and Chief Executive Officer. The President and Chief Executive Officer makes improvements and takes other necessary measures based on the internal audit reports, and reports actions taken to the Board of Directors.
  • The Company’s Internal Audit Office, as necessary, reports to and coordinates with the Audit & Supervisory Board members on plans, outcomes and other areas regarding internal audits.

(2) System for preservation and management of information pertaining to execution of duties by directors

  • The Company has formulated “Document Management Regulations,” and conducts the appropriate preservation and management of documents pertaining to business execution by directors, including meeting logs of the Board of Directors.

(3) Regulations regarding management of risk of loss by the Company and its subsidiaries and other systems

  • The Company has established a Governance Compliance Promotion Committee, chaired by a representative director. As an advisory body to the Board of Executive Managing Directors (comprised of executive managing directors), the committee validates standards concerning the corporate governance systems of the Company and its subsidiaries, formulates plans for improvement, and collaborates with relevant departments and subsidiaries to enact improvements.

  • The Governance Compliance Promotion Committee has formulated a risk management chart and “Risk Management Manual” for the Company and its subsidiaries, as part of appropriate risk management efforts. The committee has also formulated a “Crisis Management Flow Chart” to respond appropriately when risks emerge.

  • To respond to risks related to television programming, broadcasting accidents and other risks, the Company has established under the Board of Executive Managing Directors a Broadcasting Problems Countermeasures Committee, Broadcast Programming Examination Committee, Broadcasting Accidents Countermeasures Committee, and a Management Problems Countermeasures Committee.

  • The Company has formulated a “Business Continuity Plan” and “Disaster Readiness Manual,” and strives to maintain broadcasting functions during times of disaster.

  • The Company has established a Legal Affairs Department under the Compliance Division, devising a system that enables confirmation of legal risks accompanying business execution, while receiving advice from attorneys.

(4) System to ensure efficient execution of duties by directors and others of the Company and its subsidiaries

  • The full-time directors of the Company and its subsidiaries realize appropriate and efficient business execution in accordance with the scopes of authority determined by their respective Boards of Directors.
  • The Company and its subsidiaries have formulated a medium-term management plan encompassing the entire Group; directors of the Company and its subsidiaries execute their duties to achieve plan objectives.
  • The Company, through the Board of Executive Managing Directors (consisting of full-time officers) and through various committees, shares information pertaining to the Company and its subsidiaries and collaborates, and conducts appropriate and fast decision-making.

(5) System regarding reporting to the Company of matters related to execution of duties by directors and others at its subsidiaries

  • The Company has formulated “Affiliate Company Management Regulations” and defined rules concerning the sharing and reporting of information and business operations within the Group; in parallel, under “Group Management and Administration Regulations” formulated by subsidiaries, subsidiaries are obligated to report operating results, financial position and other important information to the Company.
  • The Company holds regular contact meetings with Group companies, and strives to share important information regarding management.

(6) Matters regarding employees assisting the duties of Audit & Supervisory Board members

  • The Company has established an Audit & Supervisory Board Office to assist the duties of Audit & Supervisory Board members, and has formulated the “Regulations for Employees Assisting the Duties of Audit & Supervisory Board Members” to ensure the independence and efficacy of the office.
  • The Audit & Supervisory Board Office consists of several individuals, including a dedicated office director, with ample consideration given to experience, knowledge and capabilities in the selection of employees.

  • Employees attached to the Audit & Supervisory Board Office follow the directives and orders of the Audit & Supervisory Board members.

  • Transfers, performance reviews, and commendations or sanctions of employees attached to the Audit & Supervisory Board Office occur with prior approval of the Audit & Supervisory Board.

  • The Company’s directors and employees are careful to avoid placing any undue constraints on the employees of the Audit & Supervisory Board Office that might hinder their independence. 

(7) System for reporting to the Audit & Supervisory Board members

  • The head of the Company’s Compliance Division reports immediately to the Company’s Audit & Supervisory Board members or Audit & Supervisory Board upon receipt of reports of matters that could materially impact the operations or financial position of the Company and its subsidiaries, or reports of matters that could constitute compliance violations. 

  • When requested by the Audit & Supervisory Board members or the Audit & Supervisory Board to provide reports on matters pertaining business execution, the directors and employees of the Company and its subsidiaries respond with all due haste to fulfill this reporting request. 

  • The Company’s Internal Audit Office and the Audit & Supervisory Board members of subsidiaries meet periodically, and as needed, with the Company’s Audit & Supervisory Board members to report on the status of internal audits, compliance, risk management and other relevant areas of the Company and its subsidiaries.

  • The Company has formulated “Regulations Regarding Reporting to Audit & Supervisory Board Members”; the Company strictly prohibits the taking of any negative actions against directors or employees of the Company and its subsidiaries who report to the Audit & Supervisory Board members as a consequence of their decision to report, and disseminates awareness of this policy throughout the Group. 

(8) Other systems for ensuring effective performance of audits by the Audit & Supervisory Board members

  • The Company’s Audit & Supervisory Board members attend meetings of the Company’s Board of Directors, special Board meetings, meetings of the Board of Executive Managing Directors, and other important meetings, and are able to access minutes, proposals and other documents related to business execution from important meetings.
  • Each year, the Company develops a set budget to cover expenses that arise from the execution of duties by Audit & Supervisory Board members. 
  • The Company bears the cost of covering temporary expenses that arise in the performance of audits by the Company’s Audit & Supervisory Board, including for the hiring of attorneys, certified public accountants and other external advisors, except in cases deemed unnecessary for the execution of the duties of the Audit & Supervisory Board members.