• Board of Directors
• Nominating Committee
• Remuneration Committee
• Audit Committee
• Independent Auditors

4.    Board of Directors

4.1   Roles and responsibilities

The Board of Directors determines important matters, which have a material effect on the Company’s management, oversee business execution, as their important roles, and fulfill their duties.
The Company has established Rules of the Board of Directors. The Rules stipulate matters to be decided by the Board of Directors as matters to be resolved.
The Board of Directors makes judgments and decisions regarding statutory matters that require resolutions of the Board and matters that are deemed appropriate for resolution by the Board of Directors considering the importance, nature and other factors.
Moreover, the Board of Directors establishes criteria for decision-making for each position in order to allocate authority for matters regarding the execution of duties to Chief Officers, etc., thereby facilitating decision-making.
The Company flexibly reviews the content and scope of the criteria for decision-making authority according to the circumstances of the Company.

4.2   Structure of the Board of Directors

The Articles of Incorporation of the Company stipulate that the number of Directors of the Company shall be no more than 15 and that Outside Directors shall account for a majority of the Board members to ensure the soundness and transparency of management. The Company shall elect Director candidates from the aspects of both the promotion of Global Media Mix with Technology, which is the basic strategy of the Company, and the reinforcement of governance. Under laws and regulations, the Nominating Committee shall determine agenda items about the election of Directors. The Nominating Committee shall consider the size of the Board when it determines agenda items about the election of Directors so that a sufficient number of members will be retained to enable active debate from various viewpoints and the Board will not become excessive in scale.

4.3   Criteria for independence of Directors

In addition to criteria regulated by Tokyo Stock Exchange Inc., as standards on independence when appointing an independent officer, the Company places following criteria on transaction amounts and so forth for transactions between the Company and a counterpart.

The counterpart shall not fall under any of the following:

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4.4   Abilities and reason for appointment

Mr. Takeshi Natsuno serves as a Member of the Board and Chief Executive Officer of the Company and President and CEO of DWANGO Co., Ltd., a subsidiary of the Company. As a Member of the Board and CEO of the Company, he contributes to the sustained growth of the Company, mainly by providing strong leadership in the development of overseas markets and the use of technologies, by helping drive the “Global Media Mix with Technology” stated in the Mid-term Management Plan and by resolutely reforming the structure of the Company’s businesses, including the publication/IP creation business.

Mr. Naohisa Yamashita serves as a Member of the Board, Chief Human Resource Officer and Chief Literature & Film Officer. He also served as Director of the Company and its subsidiaries and is well versed in the business of the Company and its subsidiaries. Moreover, he has experience in the publishing domain and personnel and general affairs of the Company and abundant experience and extensive knowledge gained in the management of the Company and its subsidiaries.

Mr. Shinobu Murakawa serves as a Member of the Board and Chief Operating Officer of the Company. He is involved in problem-solving in a wide range of fields, including sales, marketing and corporate planning. He also served as a Director of subsidiaries of the Company and is well versed in the business of the Company and its subsidiaries.

Ms. Noriko Kase serves as a Member of the Board and Chief Compliance Officer of the Company. She engaged in various fields including book editing and corporate marketing and is familiar with the Company and its subsidiaries, having served as Representative Director and President of a subsidiary and in other positions.

Mr. Nobuo Kawakami serves as a Member of the Board of the Company. He also established DWANGO Co., Ltd., which is a subsidiary of the Company, and served as Representative Director of the company for years, and currently serves as Advisor of the company.

Mr. Hiroo Unoura serves as an Outside Director of the Company. Also, he has abundant expertise and experience as a top management executive active in cutting-edge fields, working on strengthening competitiveness and profitability of the domestic business as well as expanding the global business at NIPPON TELEGRAPH AND TELEPHONE CORPORATION.

Ms. Ruth Marie Jarman serves as an Outside Director of the Company. As the CEO of Jarman International KK, she has abundant experience and deep insight in global expansion, inbound businesses and support for women’s activities in the management of the Company.

Mr. Tadaaki Sugiyama serves as an Outside Director of the Company. He has been an officer responsible for the Legal & Compliance Division at Kao Corporation over many years. He was representative director of The Association of Corporate Legal Departments. He has thus extensive experience and great insight in the field of legal affairs and compliance.

Mr. Yu Sasamoto serves as an Outside Director of the Company. He has served as Chief Executive Officer of DAZN Japan Investment GK, the Representative Director of Twitter Japan K.K and the Vice President of JAPAC of Twitter, Inc., where he led the growth of Twitter’s Japan and Asian businesses, and also having contributed to the growth of Microsoft Corporation’s online business as Managing Executive Officer, he has abundant experience and deep insight as a top management executive in various fields including IT and technology.

Ms. Etsuko Okajima serves as an Outside Director of the Company. She has experiences serving as a President, CEO & Representative Director of ProNova Inc. and was involved as a consultant in supporting the development of next-generation leaders and human resource development. She also has extensive experience and deep insight into the strengthening of management systems, having served as Outside Director at many companies.  

Mr. Koichi Kusano serves as an Outside Director of the Company. He has achieved remarkable success as a lawyer over many years, particularly in the fields of mergers and acquisitions and corporate law, and he has also served as a justice of the Supreme Court, demonstrating a high level of expertise. He has acted as an outside officer of companies and taught at law schools in Japan and abroad, possessing extensive experience and deep insight not only in legal affairs and governance but also in international matters and across diverse industries.

Mr. Koji Okura serves as an Outside Director of the Company. At Mitsubishi Heavy Industries, Ltd., he acquired a high level of expertise in the fields of finance and accounting, having played a central role in corporate responses to financial deregulation and globalization. He also has an excellent track record as a person responsible for the restructuring of commercial aircraft and shipbuilding businesses, including the restructuring of manufacturing systems and the spin-off of a shipbuilding business.

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4.5   Status of Activities (Fiscal Year Ended March 31, 2026)

The Board of Directors met a total of 16 times (including 12 regular meetings and 4 extraordinary meetings). During the fiscal year ended March 31, 2026, the specific content of the discussions and decision-making processes at meetings of the Board of Directors included fundamental business restructuring activities, the approval of M&A projects and other matters which were considered to contribute to the improvement of corporate value over the medium to long term. In addition, the Board focused on strengthening corporate governance, mainly by formulating policies on human rights and the reduction of cross-shareholdings, the approval of conflict-of-interest transactions involving Directors and Chief Officers, and the receipt of action reports from the Compliance Committee and Risk Management Committee. The Board also receives reports on other matters and supervises the status of the Group’s execution of business. The attendance of each Director is as follows.

(Notes) Mr. Koichi Kusano was newly elected as Director at the 11th General Meeting of Shareholders held on June 26, 2025, and Ms. Cindy Chou, Mr. Akihiko Shiba and Mr. David Macdonald resigned as of the same General Meeting of Shareholders due to the expiration of their term of office. Accordingly, for these people, the number of meetings of the Board of Directors is different from the other Directors.

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4.6   Evaluation of effectiveness

Every year, the Company conducts a regular analysis and assessment of its Board of Directors, which provides an opportunity to reflect objectively toward maintaining and further optimizing the functions of the Board of Directors to support sustainable growth.
In FY2025, we conducted a questionnaire survey of all 12 Directors (including 7 independent Outside Directors) from March to April 2026, and conducted an analysis, evaluation, and discussion at the Board of Directors meeting held in May 2026. The survey covered the composition of the Board of Directors, operation framework, level of discussion activity, agenda selection, and the status of operation of each meeting in order to set questions that would verify the Board’s effectiveness from diverse perspectives.
In the effectiveness evaluation conducted in FY2024, there were opinions expressing a desire for more in-depth discussions on management strategies and business strategies, as well as on the appropriate setting of agenda items and manner of expression in light of the composition of the Board of Directors, where Outside Directors constitute a majority. To address these, throughout the year in FY2025, we promoted the delegation of operational authority to the executive side and a review of the method of Board of Directors reporting, aiming to streamline the deliberation in the Board of Directors and create time for strategic discussion. Using the time created, we aimed to stimulate deliberation of important proposals for matters such as the Mid-term Management Plan and business restructuring. We also took steps to create a platform for information sharing and discussion by continuing attendance of Outside Directors at important management meetings on the executive side and strengthening strategic monitoring using key performance indicators (KPIs).
As a result of the evaluation in FY2025, it was confirmed that effectiveness has generally been ensured; however, it was also confirmed that further stimulation of information sharing and opinion exchanges is needed in the deliberation and resolution process and that there is room for even deeper discussion in medium- to long-term strategic areas. Based on this result, we will work to further enhance our discussion through measures including setting an agenda for the year that contributes to more strategic discussion, further strengthening the monitoring of progress on KPIs in the Mid-term Management Plan that we have been progressing, establishing a process for prior explanation of important agenda items, and promoting efforts to secure sufficient opportunities for dialogue outside of the Board of Directors. Through these discussions, we aim to achieve more timely and accurate management decisions and improve their effectiveness.

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5.    Nominating Committee

5.1   Role, Responsibilities and Structure

The Nominating Committee consists of five Directors (four Outside Directors and one Inside Director), and is chaired by an Outside Director. The Nominating Committee formulates a basic policy on the election and dismissal of Directors, determines the content of agenda items on the election and dismissal of Directors, submits reports on the election and dismissal of Chief Officers to the Board of Directors and examines CEO succession plans.

5.2   Status of Activities (Fiscal Year Ended March 31, 2026)

The Nominating Committee met a total of 13 times. During the fiscal year ended March 31, 2026, the time the Committee allocated for deliberation increased significantly compared to the previous fiscal year. The Committee’s activities included the establishment of a foundation for succession planning by redefining the skill matrix, a review of the selection standards for Directors in line with the Corporate Governance Code and Outside Director succession issues, and the formulation of recommendations regarding other personnel matters. The attendances of each member are as follows.

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6.    Remuneration Committee

6.1   Role, Responsibilities and Structure

The Remuneration Committee consists of four Directors (three Outside Directors and one Inside Director), and is chaired by an Outside Director. The Remuneration Committee formulates policies on the determination of remuneration for individual Directors and Chief Officers and determines remuneration for individual Directors and Chief Officers.

6.2   Status of Activities (Fiscal Year Ended March 31, 2026)

The Remuneration Committee met a total of 10 times. During the fiscal year ended March 31, 2026, the specific content of the discussions and decision-making processes at meetings of the Committee included the continuing review of the remuneration system as a whole to strengthen incentives to facilitate sustainable growth, the revision of stock compensation systems, the replanning of monetary compensation levels, the review of whether a new incentive system linked to the medium-term management plan should be introduced, and resolutions regarding the content of the remuneration for individual officers. The attendances of each member are as follows.

(Note) Ms. Etsuko Okajima was newly elected as a member of the Remuneration Committee at a meeting of the Board of Directors held on June 26, 2025, and Mr. David Macdonald resigned from his position as a member of the Remuneration Committee as of the General Meeting of Shareholders held on the same day. Accordingly, for these people, the number of meetings of the Remuneration Committee is different from the other Directors.

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7.    Audit Committee

7.1   Role, Responsibilities and Structure

The Audit Committee consists of four Outside Directors and is chaired by an Outside Director. The Audit Committee audits Directors and Chief Officers' execution of their duties, prepares audit reports, and determines the content of agenda items on the selection, dismissal and non-reappointment of an Independent Auditor. The Audit Committee shall conduct audits in cooperation with the Company’s internal audit division based on audit plans determined by the Audit Committee.

7.2   Status of Activities (Fiscal Year Ended March 31, 2026)

The Audit Committee met a total of 15 times. It passes resolutions and submits reports regarding important audit-related matters. The attendances of each member are as follows.

(Note) Mr. Koichi Kusano and Mr. Yu Sasamoto were newly elected as members of the Audit Committee at a meeting of the Board of Directors held on June 26, 2025, and Mr. Akihiko Shiba resigned from his position as a member of the Audit Committee as of the General Meeting of Shareholders held on the same day. Accordingly, for these people, the number of meetings of the Audit Committee is different from the other Directors.

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8.   Independent Auditors

8.1   Structure

(1) Name of audit firm:

Ernst & Young ShinNihon LLC.

(2) Length of continuous auditing service:

Since April 1, 2020

(3) Certified public accountants who executed the service

Mr. Shigeyoshi Sato, Designated Engagement Partner
Mr. Keiichi Wakimoto, Designated Engagement Partner

(Note) The number of years of continuous auditing service is less than 7 years.

(4) Composition of persons who provide assistance for audit work

Persons who provide assistance for the Company’s accounting audit work consists of 11 certified public accountants and 25 other persons.

(5) Policy for selecting accounting auditor and reasons for selection

Audit Committee selects an Independent Auditor by (1) obtaining from each candidate accounting firm documents that describe an outline of the firm, audit execution system, etc. and estimated audit fees, (2) receiving information from and exchanging opinions with the business management division, and (3) collecting and analyzing information through interviews with candidate firms, inquiries, etc. If it is determined that an Independent Auditor is insufficiently qualified for implementation of audits based on the policy for determining the dismissal or non-reappointment of an Independent Auditor, details of the agenda on the dismissal or non-reappointment of an Independent Auditor shall be determined.

(6) Evaluation of Independent Auditor by Audit Committee

The Audit Committee has established criteria for evaluating an Independent Auditor. It receives information from accounting and internal audit divisions and exchange opinions with said divisions. Then, it reviews and comprehensively evaluate the reasonableness of an Independent Auditor in terms of quality management, independence, expertise and handling of matters to be improved.  

8.2   Audit fees

(1) Audit fees for certified public accountants and others

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(2) Fees *(excluding (1)) for persons belonging to the same network as the certified public accountants who conducted audits for the Company (Ernst & Young ShinNihon LLC)

(Fiscal year ended March 31, 2025)
The non-audit services at the consolidated subsidiaries entail a tax advisory service.
(Fiscal year ended March 31, 2026)
The non-audit services at the consolidated subsidiaries entail a tax advisory service.

(3) Policy for determining audit fees

The Company determines audit fees by its business scale, characteristics, the number of days spent for audits, etc. and upon obtaining consent of Audit Committee.

(4) Reason for agreement of Audit Committee on audit fees, etc. for Independent Auditor

Audit Committee agreed on audit fees, etc. for Independent Auditor based on the review and judgment that audit fees were reasonable, considering the content of audit plan, status of execution of services, audit fees in the past, basis for calculation of estimated audit fees, etc.

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