• 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 policy for the management of the Company, and the reinforcement of business supervision, including the prevention of corporate misconduct. 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 CEO of the Company and President and CEO of DWANGO Co., Ltd., a subsidiary of the Company. In the fiscal year ended March 31, 2023, he played a central role in formulating measures to prevent any recurrence of wrongdoing involving officers and employees of the Company based on an investigation report prepared by the Corporate Governance Inspection Committee established following a wrongdoing and demonstrated strong leadership in rebuilding the Company's corporate governance system. He has also served as an executive of numerous companies and has abundant experience and extensive knowledge gained as a corporate manager.

Mr. Naohisa Yamashita serves as a Member of the Board , Chief Human Resource Officer and Chief Literature & Film Officer. In the fiscal year ended March 31, 2023, he played a central role in formulating measures to prevent any recurrence of wrongdoing involving officers and employees of the Company based on an investigation report prepared by the Corporate Governance Inspection Committee established following a wrongdoing and demonstrated strong leadership in rebuilding the Company’s corporate governance system. 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 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 engages in various fields including sales and marketing. 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 of the Company. She engaged in various fields including book editing and corporate marketing, and now serves as Chief Executive Officer of KADOKAWA ASCII Research Laboratories, Inc.

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.

Ms. Cindy Chou serves as a Member of the Board of the Company. She also serves as Representative Director and President of KADOKAWA Global Marketing, which is a subsidiary of the Company. She has intricate knowledge of overseas business operations through her experience at overseas companies, including overseas group companies 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 Outside Director of the Company. She also founded and serves as Representative Director and President of Jarman International KK. She is expected to use her abundant experience and extensive knowledge 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, which has now 1,300 corporate members, from 2011 to 2018. 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 extensive experience and great insight in many different fields, particularly in the fields of IT and technology. He drove growth in the Japan and Asia businesses of Twitter as Representative Director of Twitter Japan K.K. and Vice President of JAPAC of Twitter, Inc. He also contributed to the growth of the online business of Microsoft Corporation as a Managing Executive Officer.

Mr. Akihiko Shiba serves as an Outside Director of the Company. He has a high degree of professionalism in legal affairs as an attorney at law and has been serving as an outside officer at many companies. He is thus expected to use his abundant experience and extensive knowledge, particularly in the field of legal affairs and governance, in providing supervision, advice, etc. regarding the execution of duties by Directors from an expert perspective.

Mr. Ayumi Uzawa serves as an Outside Director of the Company. As a certified public accountant, he has a high degree of professionalism in financial and accounting affairs. He has been an outside officer at many companies and a member of an independent committee. He is expected to use his abundant experience and extensive knowledge, particularly in the field of finance and accounting, in providing supervision, advice, etc. regarding the execution of duties by Directors from an expert perspective.

Mr. David Macdonald serves as an Outside Director of the Company. He was Representative Director and President at Discovery Japan KK and engaged in digitalization and new business development at the company. He was also a supervisor of the YouTube content team of Google Japan G.K. and engaged in overseas business development. He has extensive experience and knowledge in a wide range of fields, particularly in content creation and IT and technology, which have an affinity to the Company’s businesses.

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4.5   Attendance

(Notes)
1. In the fiscal year ended on March 31, 2023, a total of 18 meetings of the Board of Directors (12 regular and 6 extraordinary meetings) were held.
2. Director Mr. Shinobu Murakawa was newly appointed at the 8th General Meeting of Shareholders held on June 24, 2022, and therefore the numbers of Board of Directors’ meetings they attended are different from those of other officers.

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4.6   Evaluation of effectiveness

The Company discloses an outline of evaluation of effectiveness of the Board of Directors in corporate governance report every year. In order to maintain and improve the effectiveness of the Board of Directors, the Company conducted a questionnaire of the Directors and analyzed and evaluated the effectiveness of the Board of Directors at a meeting of the Board of Directors held in June 2023. In the assessment of the effectiveness of the Board of Directors, the Board was assessed as effective, and all internal and external Directors were highly assessed, primarily on the following points: appropriate discussions and decision-making at Board meetings based on clearly defined performance indicators, appropriate monitoring of personnel strategies, development of internal control and risk management systems, development of a system for constructive communication with shareholders, and advancement of digital transformation.
On the other hand, it was assessed that there was room for improvement mainly in terms of clarification of sustainability policy, initiatives for the disclosure of non-financial information, formulation and implementation of a CEO succession plan, and provision of appropriate financial incentives.
The Company has been dealing with the issues identified by the evaluation of effectiveness by sharing relevant information within the Board of Directors and clarifying the divisions responsible. As a result, each of the issues identified in the previous fiscal year has improved and a report has been made to the Board of Directors. For example, an integrated report was issued in the fiscal year ended March 31, 2023. The Company has changed to a company with a nominating committee, etc., and established a system for deliberation at the Nominating Committee and Remuneration Committee. Former officers and employees of the Company were arrested and prosecuted on suspicion of bribery in the course of the selection of sponsors for the 2020 Tokyo Olympic and Paralympic Games. In connection with the wrongdoing, inadequacies in the Company's internal system were pointed out. The Company set up the Corporate Governance Inspection Committee immediately after the wrongdoing was uncovered, and the committee conducted an investigation. Based on the recommendations of the committee, the Management Reform Promotion Committee promptly enhanced the supervisory function of the Board of Directors and clarified administrative authority. The strengthening of internal control was recognized to a certain extent. The Company will continue to address this and other issues and take steps to make improvements. The Company will also continue to monitor progress.

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5.    Nominating Committee

The Nominating Committee consists of three Outside Directors 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.

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6.    Remuneration Committee

The Remuneration Committee consists of four Outside Directors 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.

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7.    Audit Committee

The Audit Committee consists of three 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.

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8.   Independent Auditors

8.1   Structure

Ernst & Young ShinNihon LLC.

Since April 1, 2020

Mr. Hirofumi Harashina, Designated Engagement Partner
Mr. Keiichi Wakimoto, Designated Engagement Partner
(Note) The number of years of continuous auditing service is not presented here because it is less than 7 years.

Persons who provide assistance for the Company’s accounting audit work consists of 12 certified public accountants and 24 other persons.

The Audit & Supervisory Committee (the Audit Committee after the transition to a company with a nominating committee, etc.; the same applies hereinafter) 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.  

Audit & Supervisory Board and Audit & Supervisory 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

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(Fiscal year ended March 31, 2022)
The non-audit services at the consolidated subsidiaries entail a tax advisory service.
(Fiscal year ended March 31, 2023)
The non-audit services at the Company that submits financial statements and its consolidated subsidiaries entail a tax advisory service.

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

The Audit & Supervisory 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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