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

Standards Concerning Independence of Outside Directors and Audit & Supervisory Board Members

Outside directors and Audit & Supervisory Board members for Asahi Broadcasting Corporation deemed to be independent must not meet any of the criteria specified below.

  1. Individuals, either currently or during the last 10 years, who are:

    An executive director, executive and/or key employee of a company at which either an executive director or key employee (*Note 1: same applies below) of the Company or one of its subsidiaries is posted as an officer
    A major shareholder owning 10% or more of the Company’s voting rights or is an executive director, executive and/or key employee thereof
    An executive director, executive and/or key employee of a company attempting to position the Company as an important business partner (*Note 2)
    An executive director, executive and/or key employee of a company that is an important business partner of the Company (*Note 3)
    A consultant, accounting specialist, and/or legal specialist receiving cash and other assets equivalent to 10 million yen or more annually from the Company beyond compensation as a director or Audit & Supervisory Board member (if the entity receiving the stated assets is a corporation, union or other organization, then any individual belonging to said organization)
    A director or key business executive of an organization receiving donations or assistance from the Company of 10 million yen or more annually
    An executive director, executive and/or key employee of a company that is a member of the television network affiliate group to which the Company belongs.

     

  2. Individuals whose spouse or second-degree relatives currently are:

    An executive director or key employee of the Company or its subsidiaries
    Individuals to whom any of the criteria stipulated in (1) (items 1. through 7.) above apply.

     

  3. Any individuals for which there is a concern of permanent, actual conflicts of interests with the Company’s general shareholders as a whole.

 

Note 1: “Key employee” typically refers to rank of general manager and above.
Note 2:

A “company attempting to position the Company as an important business partner” refers to any company receiving 2% or more of its annual consolidated net sales from the Company in its most recent business year.

Note 3:

A “company that is an important business partner of the Company” refers to any company accounting for 2% or more of the Company’s annual consolidated net sales, or any company providing financing to the Company totaling 2% or more of the Company’s consolidated total assets, for the most recent business year.