Responsibilities of Directors and Executive Officers

1. Directors are responsible for acting in the best interests of shareholders, complying with laws and regulations, the Articles of Incorporation, and internal policies, and developing and operating the internal control system. They are also responsible for performing their duties with integrity to enhance corporate value while collaborating appropriately with stakeholders.
2. Directors, as members of the Board of Directors, recognize their responsibility to monitor and supervise the execution of duties by other directors, including the representative director, through deliberations at Board meetings and other activities.
3. Outside directors are responsible for providing appropriate advice based on their experience and expertise to enhance our Group’s mid- to long-term corporate value. Independent outside directors, in particular, are responsible for ensuring that the opinions of stakeholders, including minority shareholders, are appropriately reflected in Board discussions from a position independent from management and controlling shareholders.
4. Executive officers are appointed by the Board of Directors as senior management members. They are responsible for executing our business with the duty of care of a good manager in compliance with laws and regulations, the Articles of Incorporation, and internal policies.

Appointment and Removal of Directors and Executive Officers

[Directors]

1. Appointment Criteria: Candidates must not meet any disqualification criteria under the Companies Act. In accordance with our basic regulations governing directors, they must possess management and oversight capabilities, high ethical standards, practical insight, mature judgment, and the ability to contribute to constructive discussion.
2. Selection Process: The representative director proposes candidates. After consulting with and receiving a recommendation from the Nomination and Compensation Committee, the Board of Directors determines the candidates, who are then appointed at a general meeting of shareholders.
3. Removal Policy and Process: If a director deviates from the appointment criteria due to a violation of laws and regulations, neglect of duty, or other reasons, removal from office or resignation will be recommended upon the proposal of a non-interested director.
4. Disclosure: We disclose the reasons for selecting individual director candidates and the reasons for any removals in reference materials for general meetings of shareholders and other documents.

[Executive officers]

5. Appointment Criteria: In accordance with our regulations governing executive officers, candidates must possess business execution capabilities, high ethical standards, practical insight, mature judgment, and the ability to contribute to constructive discussion.
6. Selection Process: The representative director proposes candidates. After consulting with and receiving a recommendation from the Nomination and Compensation Committee, the Board of Directors appoints executive officers.
7. Removal Policy and Process: If an executive officer deviates from the appointment criteria due to a violation of laws and regulations, neglect of duty, or other reasons, the executive officer may be removed from office by a resolution of the Board of Directors.

Composition of the Board of Directors

Given that our core business is broadcasting, which involves high public interest and social responsibility, the Board of Directors maintains an appropriate size and composition that ensures diversity, and at least one-third of the Board members are independent outside directors.

Appointment and Removal of and Succession Planning for the Chief Executive Officer

Our chief executive officer, the President & CEO, is selected from among directors with business execution experience. The Nomination and Compensation Committee reviews the reasons for selection and submits a recommendation to the Board of Directors for resolution. The Committee evaluates the performance of the President & CEO annually. If the Committee deems the President & CEO unfit, it recommends his or her removal to the Board. We invest sufficient time and resources into developing successor candidates in line with the succession requirements and plan.

Evaluating the Effectiveness of the Board of Directors

The Board of Directors annually conducts a self-evaluation of its effectiveness through surveys and interviews. The Board resolves on improvement measures, which are disclosed in Corporate Governance Reports and other documents.

Skills Matrix

Directors’ Skills Matrix

The following table outlines the top four skills expected on the basis of each director’s experience and does not represent all the knowledge they possess.

Skills Matrix			Corporate management	Media industry insights	Finance and accounting	DX/Technology	Organizational structures and human resources development	Diversity	Governance	Sustainability and ESG
President & CEO	Masayuki Nishide		●	●		●			●
Representative Director and Vice President	Toshiaki Imamura		●	●		●			●
Director (Chair of the Board)	Shinya Yamamoto		●	●			●		●
Director, Executive Officer	Hiroshi Komagano					●	●		●	●
Directors	Takehiro Honjo	Outside Independent	●		●				●	●
	Akihiro Kuroda	Outside Independent	●					●	●	●
	Senko Ikenobo	Outside Independent					●	●	●	●
	Shiro Nakamura	Outside	●	●			●	●
	Arata Nishi	Outside	●	●		●			●
Directors (Audit and Supervisory Committee Members)	Masahito Yoshimura			●	●				●	●
	Haruhiko Kato	Outside Independent	●		●			●	●
	Chika Saka	Outside Independent	●		●			●		●
	Sayaka Amemiya	Outside Independent		●			●	●	●

Executive Officers’ Skills Matrix

The Company has implemented an executive officer system.
These skills are the four primary skills each executive officer possesses in connection with business execution.

Skills Matrix		Management strategy, finance and accounting	Media industry insights	Content business	Lifestyle business	Organizational structures and human resources development	DX/Technology	Marketing	Risk Management
Executive Officer	Naohiko Takeda		●	●		●		●
	Jun Iwata		●	●		●			●
	Yoko Kumada	●	●			●			●
	Takeshi Inokuchi		●	●		●		●
	Tomohisa Akafuji	●			●		●		●
	Daichi Hiraguri		●				●	●	●
	Makiko Tsuda		●	●	●				●

Outside Directors

Independence Standards

The independence standards of the Company shall be as set forth below.

1. Individuals, either currently or during the last 10 years, who are:
   
   1. (i) An executive director, executive and/or key employee of a company at which either an executive director or key employee (*1: same applies below) of the Group (*2: same applies below) is posted as an officer
   2. (ii) A major shareholder holding 10% or more of the Companyʼs voting rights or an executive director, executive and/or key employee thereof
   3. (iii) An executive managing director, executive and/or key employee of a company attempting to position the Group as an important business partner (*3), or of said company’s parent company or key subsidiary
   4. (iv) An executive director, executive and/or key employee of a company that is an important business partner of the Group (*4), or of said company’s parent company or key subsidiary
   5. (v) A consultant, accounting specialist, and/or legal specialist receiving cash and other assets equivalent to 10 million yen or more annually from the Group beyond compensation as a director (if the entity receiving the stated assets is a corporation, union or other organization, then any individual belonging to said organization)
   6. (vi) A director or key business executive of an organization receiving donations or assistance from the Group of 10 million yen or more annually
   7. (vii) An executive director, executive and/or key employee of a company that is a member of the television network affiliate group to which subsidiaries of the Company belongs.
2. Individuals whose spouse or second-degree relatives currently are:
   
   1. (i) An executive director or key employee of the Company or its subsidiaries
   2. (ii) Individuals to whom any of the criteria stipulated in (1), items (i) through (vii), above apply.
3. Any individuals for which there is a concern of permanent, actual conflicts of interests with the Companyʼs general shareholders as a whole.

*1: “Key employee” typically refers to rank of manager and above.

*2: “The Group” shall mean the Company and those companies, from among the subsidiaries and affiliates of the Company, that are deemed to have a particularly important relationship with the Company, as prescribed in the Group Companies Management and Administration Regulations.

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

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

Corporate Governance Policy (Revised on March 9, 2026)