Sustainability

Corporate Governance / Matters related to directors and independent directors (Summary)

Matters Related to Directors and Independent directors (summary)

(As of June 27, 2025)

Organizational structure Company with an Audit and Supervisory Committee

Director
Number of Directors in the articles of incorporation 15
Term of Office of Directors in Articles of Incorporation 1 Year
Chairman of Board of Directors Meeting President
Number of Directors 8
Appointment of Outside Directors Appointed
Number of Outside Directors 4
Number of Outside Directors designated as independent directors/auditors 4

Relationship with the Company (1)
Name
Attribute
Relationship with the Company (*)
a
b
c
d
e
f
g
h
i
j
k
Tetsuo Komori From other company               △      
Keiichi Maeda From other company                      
Kimie Morishita From other company                      
Kenichi Ikezawa From other company                      

* Options regarding relationship with the Company
* “○” is shown when the person meets the criteria for a given item currently or recently; “△” is shown when the criteria were met in the past.
* “●” is shown if the family member meets the criteria for a given item currently or recently; or “▲” is shown if the criteria were met in the past.
a Managing person of a listed company or its subsidiary
b Executive or non-executive director of the parent company of a listed company
c Executive of a sister company of a listed company
d A person or executive whose main business partner is a listed company
e Major clients of listed companies or their business executives
f Consultants, accounting professionals and legal professionals who have a large amount of financial other property other than remuneration for directors from listed company
g Major shareholders of listed companies (in cases where the relevant major shareholder is a corporation, the business executive of the said corporation)
h Business executives of listed companies' business partners (those who do not fall under any of d, e, or f) (for the individual only)
i Executive who are mutually appointed as outside officers (for the individual only)
j Executive who is donated by listed companies (for the individual only)
k Other



Reasons for Appointing an Outside Director and Outside audit & supervisory board members
Name
Audit & Supervisory Committee Member
Independent Directors
Supplementary Explanation Concerning Relationship with the Company
Reason for appointment
 Attendance at Board of Directors Meeting/ Audit & Supervisory Board Member meetings (Year ended March 31, 2025)
Tetsuo
Komori		 〇 〇 Mr. Tetsuo Komori also serves as Representative Director CEO, Inc. and FineToday President and COO of FineToday Holdings Co.,Ltd, and CEO, FineToday Co., Ltd but there are no material business or extraordinary relations between us and the respective concurrent positions.
In the past, we had outsourced consulting services, but the amount of transactions with him was negligible even in the size of our transactions. 		Mr. Tetsuo Komori has a high level of knowledge and expertise based on his superior vision and wealth of experience grounded on his involvement in the management of various companies. Bolstered by such experience and vision, he provides the Company with significant and helpful advice on the Company’s management index from his independent position and diversified perspective. In addition, as a member of the Group Nominating/Compensation Committee, he makes deliberations on officers’ elections and removals from office, officers’ compensation, etc. from his outside viewpoint, and promotes the establishment of a governance system with a high level of objectivity and transparency. The Board of Directors has therefore appointed him based on its judgment that he would be a resource for providing the Company with appropriate coaching and business execution.

Board of Directors Meeting 11/12 times Audit & Supervisory Board Meeting -/ - times

Keiichi
Maeda		 〇 〇 Mr. Keiichi Maeda also serves as President and Representative Director of K.K. Gakugeikai, but there is no significant business or extraordinary relationship between us and his concurrent position. In addition to his experience in corporate management, Mr. Keiichi Maeda is well versed in corporate governance, with a high level of knowledge and expertise based on his outstanding vision and wealth of experience. Bolstered by such experience and vision, he provides the Company with significant and helpful advice on the Company’s management index from his independent position and professional perspective. In addition, as Chair of the Group Nominating/Compensation Committee, he makes deliberations on officers’ elections and removals from office, officers’ compensation, etc., from his outside viewpoint and with his strong leadership, and promotes the establishment of a governance system with a high level of objectivity and transparency.
The Board of Directors has therefore appointed him based on its judgment that he would be a resource for providing the Company with appropriate coaching and business execution.
In addition, because he meets the independence requirements established by the Tokyo Stock Exchange and our criteria for independence, we have determined that there is no risk of conflict of interest with general shareholders, and have designated him as an independent director. 		Board of Directors Meeting 12/ 12 times Audit & Supervisory Board Meeting -/ - times
Kimie
Morishita		   〇 Ms. Kimie Morishita serves concurrently as Outside Director (Audit & Supervisory Committee member) of SPARX Group Co., Ltd., and Outside Director of Asahi Soft Drinks Co., Ltd. and YUDA Milk Corporation and Outside Audit & Supervisory Board Member of SPARX Asset Management Co., Ltd., but there is no significant business or extraordinary relationship between us and her concurrent position. Ms. Kimie Morishita is well versed in communication strategy, branding, and PR fields both within and outside Japan, with a high level of knowledge and expertise based on her wealth of experience. Based on such experience and insight, she provides the Company with significant and helpful advice on the Company’s management index from her independent position and professional perspective. <br> The Board of Directors has therefore appointed her based on its judgment that she would be a resource for providing the Company Group with coaching and supervision in order to evolve its business. In addition, because she meets the independence requirements established by the Tokyo Stock Exchange and our criteria for independence, we have determined that there is no risk of conflict of interest with general shareholders, and have designated her as an independent director. Board of Directors Meeting 9/ 9 times Audit & Supervisory Board Meeting -/ - times
Kenichi
Ikezawa		 〇 〇 - Mr. Kenichi Ikezawa has been involved in accounting and finance practices for a considerably long period of time, and has sufficient knowledge concerning group internal control backed up by his knowledge and insights, etc. cultivated through his career. He also conducts business auditing and accounting auditing from an independent standpoint. The Board of Directors has therefore appointed him based on its judgment that he would be able to continue to provide the Company with appropriate supervision over it management.
In addition, because he meets the independence requirements established by the Tokyo Stock Exchange and our criteria for independence, we have determined that there is no risk of conflict of interest with general shareholders, and have designated him as an independent director. 		Board of Directors Meeting 12 /12 times Audit & Supervisory Board Meeting 10/10 times

*Ms. Kimie Morishita was elected as Director at the 36th Annual General Meeting of Shareholders held on June 19, 2024 and was appointed on July 1, 2024.
*For more information about executives, see “Executives.”


Audit & Supervisory Board
Composition of Committee Members and Attributes of the Chair   All members Full-time members Inside Directors Outside Directors Chairperson
Audit and Supervisory Committee 3 1 0 3 Outside Director
Existence of Directors and employees to assist the Audit and Supervisory Committee in its duties Yes
Matters concerning the independence of Directors and employees from the business execution Director Employees who assist the Audit and Supervisory Committee members in their duties convene an Audit and Supervisory Committee Meeting with members of the Audit and Supervisory Committee and provide advance notice of agenda items to members of the Audit and Supervisory Committee. The information required by the Audit and Supervisory Committee is collected by the Audit and Supervisory Committee members themselves or by employees who receive instructions from the Audit and Supervisory Committee members and assist the Audit and Supervisory Committee members in their duties. The Audit and Supervisory Committee also shares information with the Internal Audit Department as appropriate.

Advance explanations regarding matters reported or resolved at Board of Directors Meetings are provided by the General Affairs Department as needed.

Employees who assist the Audit and Supervisory Committee Members shall comply with our employment regulation as employees. However, the right to direct and issue orders belongs to the Audit and Supervisory Committee in principle. Directors (excluding a Director who is an Audit and Supervisory Committee Member) shall not have the right to direct and issue orders to such employees. In addition, we shall collect the opinions of the Audit and Supervisory Committee with respect to personnel evaluations, personnel transfers, and disciplinary actions of the relevant employees.
Cooperation among the Audit & Supervisory Committee, Accounting Auditors, and the Internal Audit Division The Audit and Supervisory Committee, Accounting Auditors, and the Internal Audit Division conduct auditing operations from their respective standpoints and regularly exchange information and opinions to enhance the effectiveness of audits.
(1) The Audit and Supervisory Committee confirms the audit status of the accounting auditor by receiving explanations of the audit plan and reports on the status of regular audits from the accounting auditor.
(2) The Audit and Supervisory Committee receives reports on the results of audits from the Internal Audit Division and requests investigations or provides specific instructions as necessary. In this way, the Audit and Supervisory Committee works with the Internal Audit Division on a daily and flexible basis.
(3) The Audit & Supervisory Committee holds individual interviews with Directors or key employees, holds regular meetings with the independent auditor, and conducts mid-and end-of-term audits by the independent auditor. The Internal Audit Division also attends these meetings to promote mutual cooperation among the three parties.


Voluntary Committees
Existence of a Nominating Committee or a voluntary committee equivalent to the Compensation Committee Yes
Status of establishment of voluntary committees, composition of committee members, and attributes of the chairperson   Title of the committee All members (people) Full-time members (people) Internal directors (people) Outside directors (people) Outside experts (people) Others (people) Chairperson
Voluntary committee equivalent to the Nominating Committee Group Nominating and Compensation Committee 4 0 2 2 0 0 Outside director
Voluntary committee equivalent to the Compensation Committee Group Nominating and Compensation Committee 4 0 2 2 0 0 Outside director
Status of the establishment of voluntary committees, composition of committee members, and supplementary explanations of the attributes of the chair We have established the Group Nominating and Compensation Committee, which has half of its members as Independent Outside Directors, and the Committee deliberates on the nomination and compensation of Directors, etc., which has been consulted by Board of Directors, and reports to Board of Directors In addition, the Group Nomination and Compensation Committee deliberates on the nomination and compensation of the relevant subsidiary Directors, etc., which has been consulted by the Representative Director of the subsidiary, and reports to the Representative Director of the subsidiary.
The members of the Group Nominating and Compensation Committee are appointed at Board of Directors Meeting as follows, and the Committee meets as needed.
Chairman: Keiichi Maeda (Outside Director)
Members: Tetsuo Komori (Outside Director)
Members: Hidetoshi Yamamoto (President and Group CEO)
Member: Masayuki Nagatake (Senior Managing Director)
In order to properly manage the Group Nominating and Compensation Committee, the secretariat established by the Director Committee supports the operation of the Committee. In the management of the Committee, we incorporate appropriate and up-to-date knowledge on corporate governance through the support of outside consultants.


Independent Directors
Number of Independent Directors/Auditors 4
Other matters related to Independent Directors/Auditors We have designated four outside Directors as independent directors.

Incentives
Implementation of incentive schemes for Directors Not implemented
Supplementary explanation on the implementation status of incentive schemes for Directors Compensation systems that contribute to enhancing medium-to-long-term corporate value are currently under consideration and are being discussed by the Group Nominating and Compensation Committee in preparation for their introduction.
Eligible persons for stock options Internal Directors, employees, subsidiary Directors, and subsidiary employees
Supplementary explanation for persons eligible for stock options In order for the entire Group to pursue the realization of our corporate philosophy “The Greatest Leisure for All People”, and to promote business as a unified group, we grant stock options with the aim of fostering a shared awareness with shareholders among our employees and Group company directors and employees, while cultivating a desire to contribute to maximizing the Group's corporate value.
While some directors currently hold stock acquisition rights as stock options, the system of allocating stock acquisition rights as stock options to directors has now been abolished.

Compensation for Directors
Status of disclosures (of individual director fees) Only some items are separately disclosed
Supplementary explanation of the status of disclosures (of individual director fees) The remuneration of Directors consists of a monetary remuneration (fixed remuneration) that is paid monthly as a base remuneration and bonuses that are paid in conjunction with performance. These remuneration percentages are set based on a comprehensive consideration of position, responsibilities, performance, and contributions. Share Acquisition Rights Plan and the Restricted Stock Compensation Plan related to non-monetary compensation were discontinued in FY 2025.
The names and classifications of Directors who received total compensation of ¥100 million or more in fiscal 2024 and breakdown of the compensation are disclosed in the Securities Report.
<Total amount of remuneration, etc. for each Director category of the submitting company, total amount of remuneration, etc. by type, and the number of eligible Directors (FY2024)>
Total remuneration by type (Millions of yen)
Director category
Total amount of remuneration (Millions of yen)
Remuneration
Performance-linked Monetary Remuneration, etc.
Non-monetary Remuneration, etc.
Number of eligible Directors
Director
320
156
66
98
9
Outside Director
36
36
-
-
6
(Note) Non-monetary compensation is the amount of expense recorded in the current fiscal year under the Restricted Stock Compensation Plan.
Existence of a policy for determining the amount of remuneration or the method for calculating the amount Yes
Disclosure of the amount of remuneration or the decision policy on the calculation method Monetary remuneration (fixed remuneration) of Directors is paid monthly with the determined remuneration divided by 12, in principle, with June as the revision time.

(Decision Process)
Our Director compensation policy is to establish a remuneration system that takes into account the achievements and shareholder interests of our goals of sustained growth and medium-to-long-term corporate value. The amount of individual remuneration, etc. is appropriate in light of other companies in the same industry and economic and social conditions, taking into account a comprehensive range of factors, including duties, roles, performance, contributions, and responsibilities in each fiscal period. Specifically, it is composed of fixed compensation, in which a certain amount of money is paid each month, and bonuses, in which money is paid in conjunction with short-term performance. The decision-making policy is determined by resolution of Board of Directors after consultation with the Group Nomination and Compensation Committee.

(Performance-linked monetary remuneration, etc.)
In order to raise the awareness of Directors regarding the improvement of business performance in each fiscal year, consolidated operating profit is set as a single-year performance indicator, and the amount calculated according to the degree of achievement of the target is paid as bonuses. The reason for selecting operating profit as a performance indicator is that it shows the results of the company’s operating activities, and that management’s management ability is considered to be the most evaluated indicator.

(Maximum Remuneration)
At the 37th Annual General Meeting of Shareholders held on June 18, 2025, it was resolved that the amount of remuneration, etc. for Directors (excluding a Director who is a member of the Audit and Supervisory Committee) will be no more than \1,100 million per year (including no more than \50 million for Outside Directors) and that for a Director who is a member of the Audit and Supervisory Committee will be no more than \100 million per year.
At the conclusion of the General Meeting of Shareholders, Directors (excluding Director, a member of the Audit and Supervisory Committee) had five members (including one Outside Director) and Director, a member of the Audit and Supervisory Committee, had three members.

Supporting System for Outside Directors
The General Affairs Department convenes Board of Directors Meeting with Outside Directors (including Director, a member of the Audit and Supervisory Committee) and provides advance notice of agenda items.
Employees who assist the Audit and Supervisory Committee members in their duties convene meetings of the Audit and Supervisory Committee and provide advance notice of agenda items to a Director who is an Audit and Supervisory Committee member.

Expertise and Experience of Directors (Skills Matrix)
Position at the Company Name Business development and corporate management Content Business Global Business Marketing Digital Business Finance and Accounting Organization and Human Resources Legal Affairs and Risk Management
Director Hidetoshi Yamamoto ● ●         ●  
Director Ei Yoshida ● ●   ●        
Director Masayuki Nagatake ●   ● ●        
Director Kenichi Ozawa           ● ● ●
Outside Director Kimie Morishita       ● ●      
Audit and Supervisory Committee Member Outside Director Tetsuo Komori ●   ●          
Audit and Supervisory Committee Member Outside Director Keiichi Maeda             ● ●
Audit and Supervisory Committee Member Outside Director Kenichi Ikezawa           ●   ●
Each item in the Skills Matrix is defined as follows:
Skill Definition
Business development and corporate management The skills to promote business development, and to propose and implement sustainable growth strategy making the best use of management resources within the Company Group
Content Business The skill to optimize all processes of acquisition, planning and development, design, and production management through market expansion, in order to create the best content within the Company Group
Global Business The skill to promote appropriate strategy for establishment, etc. of the business model, and organization, logistics, infrastructure and operation systems, in order to globally expand the Company Group’s business
Marketing The skill to contribute to enhancing the entire process of developing and designing the value that the Company Group provides to society, and to deliver such value to consumers in the optimal form
Digital Business The skill to demonstrate appropriate leadership in the course of furthering the strategy to realize the creation of new value through the achievement of digital transformation (DX), innovation and the enhancement of productivity, by utilizing the knowledge and ability in the digital field within the Company Group
Finance and accounting Skills to promote appropriate strategies in the areas of finance, accounting, and tax in order to increase the corporate value of our group
Organization and Human Resources The skill to promote continuous activity to achieve magnificent success through the implementation of constant organizational reform and human resource development, in order to enhance the corporate value of the Company Group
Legal and Risk Management The skill to promote strategy pertaining to compliance and risk management, in order to sustainably enhance the corporate value of the Company Group

Organizational Structure of Our Company as a Company with an Audit and Supervisory Committee



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