Note:The following document is an English translation of the Japanese-language original.
The purpose of the standards is to stipulate Asahi Broadcasting Group Holding Corporation’s (the “Company”) independence criteria for Outside Directors when the Company secures and registers Independent Officers who meet the requirements of the Securities Listing Regulations of the Tokyo Stock Exchange.
Outside Directors deemed to be independent must not fall under any of the following items.
(1) Individuals, either currently or during the last 10 years, who are:
1) An executive managing director, executive and/or key employee of a company at which either an executive managing director or key employee (*1: same applies below) of the Group (*2: same applies below) is posted as an officer
2) A major shareholder holding 10% or more of the Companyʼs voting rights or an executive managing director, executive and/or key employee thereof
3) 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) An executive managing 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) 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) A director or key business executive of an organization receiving donations or assistance from the Group of 10 million yen or more annually
7) An executive managing 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) An executive managing director or key employee of the Company or its subsidiaries
2) 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 Companyʼs general shareholders as a whole.
These standards are under the jurisdiction of the General Affairs Division.
These standards can be revised by a resolution of the Board of Directors.
These standards will be enforced on June 21, 2018.
*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 Company Management & Administration Rules.
*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.