Corporate GovernanceLatest update: July 2, 2024
Sega Sammy Holdings Inc.
Haruki Satomi,
President and Group CEO (Representative Director)
Contact: Internal Control Division: 03-6864-2034
Securities Code: 64600
https://www.segasammy.co.jp/en
The status of Sega Sammy Holdings Inc. (the “Company”) corporate governance is as set forth
below:

I.

Basic Principles for Corporate Governance, Capital Composition, Corporate
Attributes, and Other Basic Information

1. Basic Principles
The Company and the Group position corporate governance as the most important foundation forfacilitating good corporate behavior. The Company and the Group uphold “improving efficiency,”“securing soundness,” and “enhancing transparency” of corporate management as its basic policy forcorporate governance. On this basis, the Company and the Group make determinations on importantmanagement issues, including the appointment of director candidates, determining director and auditor
remuneration, and management oversight.
Improving Efficiency
By establishing a prompt and appropriate decision-making process and improving the efficiency ofcorporate management, the Company aims to maximize its corporate value, thereby striving to provide
appropriate returns to various stakeholders, including shareholders.
Securing Soundness
Amid significant changes in the business environment, to maximize the Company’s corporate value, theCompany and the Group will appropriately recognize and manage the various risks surrounding theCompany and the Group. The Company and the Group will strive to secure sound management by
establishing a system (compliance system) to ensure compliance not just with laws and regulations, butwith ethical standards and societal norms.
Enhancing Transparency
With the growing importance of information disclosure for companies, the Company and the Groupwill fulfill their accountability to all stakeholders, including shareholders, and further improvedisclosure through proactive engagement in IR activities, thereby cultivating highly transparent
management.
In addition, the Company and the Group view CSR activities as actions that help achieve both theGroup’s sustainable value creation and the sustainable development of stakeholders and haveestablished the Sustainability Division, so that the Company and the Group, as good corporate citizens,will be able to appropriately respond to a wide range of societal demands. The Company and the Group
have also established the Group CSR Charter, Sega Sammy Group Code of Conduct, and GroupManagement Policy to set the foundations for CSR activities; have revised and improved various
internal rules, manuals, and other guidelines that directly regulate specific businesses; and haveproactively developed CSR activities on the initiative of the Group as a whole to create positive
relationships with our stakeholders.
[Reasons for Noncompliance with Principles Set Forth in the Corporate Governance Code]
The Company complies with all principles set forth in the revised version of Corporate Governance Codeeffective in June 2021.

1

[Disclosure in Accordance with Principles Set Forth in the Corporate Governance Code][Principle 1.4 Cross-shareholding]
The Company possesses shares for purposes other than investment only in cases in which the Company
believes the possession thereof will enable business alliances, expand transactions, and will lead to an
improvement in corporate value, thereby benefitting shareholders.
The Company periodically examines the economic rationale, future outlook, and other aspects
regarding the possession of such shares at its Board of Directors meetings and discusses whether the
future possession thereof is justifiable.
In general, the Company exercises the voting rights corresponding to such shares on all proposals basedon whether adopting such proposals will contribute to the sustainable growth and mid-to-long-term
corporate value enhancement of both the Company and the investee.
[Principle 1.7 Related Party Transactions]
In accordance with laws and regulations, the Company requires a resolution of a Board of Directors
meeting to permit competitive or conflict of interest transactions with officers of the Company or withcompanies substantively controlled by any officer of the Company.
Transaction conditions, the policy for determining transaction conditions, and related matters aredisclosed in the annual securities report and other documents.
If any officer of the Company, any company substantially controlled by any officer of the Company, or
any major shareholder engages in transactions as a customer of the Company, the Company has
established a scheme whereby the Company will not be subject to disadvantageous treatment.
Annual Securities Report (https://www.segasammy.co.jp/ja/ir/library/printing_yuhou/)[Supplementary Principle 2.4.1]
To achieve the Group’s mission—Constantly Creating, Forever Captivating—the Company has declared its
vision to be a Game Changer. This is a commitment to generate innovation in the face of various changes
in the operating environment. In establishing the human resource foundations needed to make this vision
reality, the Company formulates and constantly monitors its own measurable, quantitative targets on thefollowing items, reflecting Group management and business strategies. It believes that these efforts willcontribute to realization of the Group mission and sustainable corporate growth, by bringing together
diverse human resources who will act toward these aims.
① Multicultural talent: No. (ratio) of persons
Sega Corporation, the Group’s main operating company, provides content and services that resonate withthe world’s three billion gamers. It has set the medium- to long-term goal of boosting overseas sales as aproportion of net sales. The Company already employs more than 2,500 individuals at game development
studios and in publishing and other fields in different countries across the globe. It is vital that theseoverseas studio personnel and domestic Japanese personnel reach a common cultural understanding todevelop the global business side by side. In addition, Sammy Corporation is seeking to venture into new
business domains. In this connection, the recruitment and training of multicultural personnel at theCompany, Sega Corporation, and Sammy Corporation (i.e., personnel with foreign language skills,
experience living abroad, or foreign nationality) are used as indicators.
② Female managers: No. (ratio) of persons
To respond to a rapidly changing market landscape and meet the needs of diverse users, and for“Constantly Creating, Forever Captivating,” an environment in which people with ambition and ability can
thrive regardless of gender is vital. To that end, the ratio of women in managerial posts at the Company,
Sega Corporation, and Sammy Corporation is used as an indicator.
③ Amount invested in education
In the VUCA era, when making predictions about the future is difficult and major changes in theenvironment occur daily, achieving sustainable corporate growth requires that every employee continuallyhone his or her skills and give full play to their individuality. In 2018, the Group established SS-College as2

a Groupwide cross-sectional educational institution offering programs for cultivating universal and newly
required skills and for encouraging personnel to grow to become leaders in the Sega Sammy style.
Depending on category, the programs have been formulated for selected or voluntary participants or for
specific ranks. As of the end of March 2023, a cumulative total of some 46,000 personnel had taken part inthese programs. To further expand the functions of SS-College, nurture the Sega Sammy-style culture, andmake this a source of competitive strength, the Company uses as an indicator the amounts invested in
education for the development of the next generation of talent.
④ Workplace environment improvement (engagement score)
The Company believes that personnel with diverse values working together enthusiastically to realize theGroup’s mission will make key contributions to Constantly Creating, Forever Captivating. With the aim ofengaging personnel (i.e., human capital) based on the mission to which the Group aspires, each majordomestic Group company uses this engagement score as another indicator.
Note that the above indicators are disclosed on the Company website in its fiscal year results presentation.
Sustainability page (https://www.segasammy.co.jp/ja/sustainability/)
Fiscal Year Results Presentation (https://www.segasammy.co.jp/ja/ir/library/presentation/)[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
To ensure the future provision of pensions and other benefits, the Company and some of its consolidated
subsidiaries have established a foundation and set forth rules and regulations. The pension funds aremanaged in accordance with these rules and regulations.
Given the potential impact of the management of these corporate pension funds on stable asset
accumulation for employees and the corporate finances of the Company group, the corporate pension
division enlists asset management experts with the necessary experience and qualities.
In addition, corporate pension funds are managed under an appropriate system whereby the state of asset
management is monitored through regular investment reports made by the fund management agencies andregular reports to the Company’s Board of Directors.
[Principle 3.1 Full Disclosure: (1) Company’s objectives (e.g., business principles), business strategies,
business plans](i) For our group mission, business strategies, business plans, focused business indicators, and objectives,
please refer to the Company website, settlement of accounts documents, integrated reports, and otherdocuments. (Note)
Group Mission/Purpose (https://www.segasammy.co.jp/ja/corp/mission/)
Business Strategies and Business Plan (https://www.segasammy.co.jp/ja/ir/management/strategy/)
Settlement of Accounts Document (https://www.segasammy.co.jp/ja/ir/library/)
Integrated Report (https://www.segasammy.co.jp/ja/ir/library/printing_annual/)(Note) The Company presented the focused business indicators and objectives at the briefing session on
the settlement of accounts held May 10, 2024.
[Principle 3.1 Full Disclosure: (2) Basic principles and policies on corporate governance based on each of
the principles of the Code](ii) The Company upholds a Basic Policy for Corporate Governance that comprises “improving
efficiency,” “securing soundness,” and “enhancing transparency” with regard to corporate management,in order to maximize corporate value for stakeholders, including shareholders. Based on this policy, theCompany determines and addresses important management issues, including the appointment of
director candidates, determining director remuneration, and management oversight.
The foregoing is disclosed in the annual securities report, corporate governance reports, and otherdocuments.
[Principle 3.1 Full Disclosure: (3) Policies and procedures for determination of remuneration for senior
management and directors by the Board of Directors](iii) The basic policy for the system of remuneration for directors (excluding directors serving as Audit
and Supervisory Committee members [“Audit and Supervisory Committee members” hereinafter] and3

external directors) highlights the need to provide incentives to work to enhance corporate value, further
the sustainable growth of the Group, and provide a determination process characterized by hightransparency and objectivity.
Regarding the policy for determining the amounts of remuneration for directors (excluding Audit andSupervisory Committee members), the President (Representative Director) presents the remuneration
structure, the method for calculating each category of remuneration, and other relevant particulars to the
Independent Advisory Committee. The Independent Advisory Committee then deliberates on andevaluates proposed details and submits the results of this process as its opinion to the President(Representative Director). The President (Representative Director) then refers a policy for determining
director remuneration reflecting this opinion to the Board of Directors for resolution.
The remuneration for Audit and Supervisory Committee members and external directors is composedof fixed remuneration (basic remuneration only) from the perspective of their role and independence.
The amounts for Audit and Supervisory Committee members are determined through deliberations of
the Audit and Supervisory Committee. The amounts for external directors are determined by the Boardof Directors.
The details are disclosed in the annual securities report.
[Principle 3.1 Full Disclosure: (4) Policies and procedures for appointment and dismissal of senior
management and nomination of director candidates by the Board of Directors](iv) The Company has formulated a skills matrix based on the experience and knowledge required for
management of a listed company and the experience and knowledge required to achieve the Company’s
long-term vision. The basic policy calls for selecting and determining director candidates based oncomprehensive assessment of both character and fit with the skills matrix. The Independent Advisory
Committee examines a proposal for such candidates submitted by the President (Representative
Director), conducts interviews and the like with such candidates, and submits the evaluation results as
its opinion to the President (Representative Director). Based on these evaluation results, the President(Representative Director) judges the director candidates in accordance with the above-mentioned
policy. The Board of Directors then discusses and approves such judgment. The same applies when the
Independent Advisory Committee recommends director candidates to the President (Representative
Director).
If a director is deemed unable to perform his or her duties due to mental or physical incapacity or if amaterial fact such as misconduct or violation of laws, regulations, or the Articles of Incorporation isrecognized in the performance of his or her duties, the Independent Advisory Committee shalldeliberate to determine the appropriate action in a timely manner. Base on the results of suchdeliberation compiled in a report to the Board of Directors, the appropriate action with regard to thedirector shall be determined by the Board of Directors.
[Principle 3.1 Full Disclosure: (5) Explanation of individual cases of appointment and dismissal of senior
management and nomination of director candidates by the Board of Directors based on (4) above](v) Reasons for the appointment and dismissal of all directors are disclosed in the convocation notice forGeneral Meeting of Shareholders (reference documents).
Convocation notice for General Meeting of Shareholders(https://www.segasammy.co.jp/ja/ir/stock/general_meeting/)[Supplementary Principle 3.1.3]
To achieve sustainable improvement in corporate value and a sustainable society, the Group has identified
the following five (5) materiality topics: “people,” “products and services,” “the environment,” “addiction,”and “governance” based on its sustainability vision. Each Group company has set specific milestones foraddressing these topics.
The Group recognizes the need to build an environment that welcomes and supports the growth of humanresources of diverse cultural backgrounds to achieve its goal of continuing to grow as a global Groupcapable of developing and deploying diverse entertainment solutions worldwide. To build a Group in whichhuman resources can flourish, the Group is focusing on enhancement of its educational environment andexpansion of various systems. The Group has also positioned intellectual property as an important element
in boosting corporate competitiveness and as a management resource in support of corporate management

4and is engaged in corresponding efforts based on the policies established for each business.
Furthermore, the Group supports the goals of the Task Force on Climate-Related Financial Disclosures(TCFD) recommendations and discloses what it sees as the risks and opportunities posed by climatechange. Such information on the Group’s sustainability initiatives is disclosed on the Company website andin integrated reports.
Integrated Report (https://www.segasammy.co.jp/ja/ir/library/printing_annual/)[Supplementary Principle 4.1.1]
The Company is a pure holding company. In principle, decisions on business management are made at eachbusiness company to bolster agile decision-making. Nevertheless, important management matters are
determined by the Board of Directors of the Company, after the scale and operating results of each businesscompany have been taken into account and individual standards for money amounts established.
A resolution made at a Board of Directors meeting of the Company is required for actions taken byshareholders of business companies, including the appointment of officers of subsidiary companies.
In addition, the Board of Directors of the Company determines matters stipulated in the laws andregulations or the Articles of Incorporation, as well as important matters related to the Company and theGroup, including Group reorganizations, mergers and acquisitions, and entry into new business areas.
[Principle 4.9 Independence Standards and Qualification for Independent External Directors]
The standards for the independence of independent external officers of the Company have been established
as internal rules to ensure compliance with the Companies Act and regulations established by Tokyo Stock
Exchange. The Board of Directors appoints, as independent external director candidates, individuals whomeet said standards and are expected to contribute to constructive discussions in a candid and active
manner at Board of Directors meetings.
A summary of the rules regarding independence is provided in the “Other matters related to independent
officers” section of this report.
[Supplementary Principle 4.10.1]
For the corporate governance form, the Company has adopted the structure of a company with an Audit andSupervisory Committee. The Board of Directors is composed of thirteen (13) directors (including seven (7)independent external directors). To strengthen the independence, objectivity, and accountability of thefunctions of the Board of Directors on matters such as nomination and remuneration of the senior
management and directors, the Company has established an optional Independent Advisory Committee
under the Board of Directors. The Independent Advisory Committee, which is composed of all independent
external directors, provides opinions to the President (Representative Director) of the Company, including
opinions based on the perspectives of diversity and skills, in the review of such important matters asnomination and remuneration.
For decision-making on nomination, remuneration, and the like, the Board of Directors consults with andsolicits reports from the Independent Advisory Committee.
The composition, authority, roles, and other aspects of the Independent Advisory Committee are disclosed
in annual securities reports, integrated reports, and other documents.
Annual Securities Report (https://www.segasammy.co.jp/ja/ir/library/printing_yuhou/)Integrated Report (https://www.segasammy.co.jp/ja/ir/library/printing_annual/)[Supplementary Principle 4.11.1]
The Board of Directors is composed of five (5) internal directors (excluding Audit and Supervisory
Committee members) who are familiar with domestic and overseas business and have the knowledge
needed for business operations; as well as one (1) internal Audit and Supervisory Committee member andseven (7) external directors who bring with them special knowledge, experience, and expertise and provide
advice and supervision for management from the general viewpoint of society at large. For their
appointment, the Company nominates candidates from the perspective of diversity, including gender andinternationality, who also offer a wealth of knowledge, experience, and other qualities as corporate
managers, and considers the size of the Board of Directors appropriate.
The Company has also formulated a skills matrix based on the experience and knowledge required to
manage a listed company and the experience and knowledge required to achieve the Company’s long-term

5vision. In connection with the appointment of directors, the Independent Advisory Committee evaluates
each director candidate based on the skills matrix to determine whether he/she is capable of appropriately
discharging his/her duty of care to serve as a responsible and prudent manager and to contribute to theGroup’s sustainable growth and enhancement of corporate value, as entrusted by shareholders to the
management, thereby seeking to secure and improve the functions of the Board of Directors.
The skills matrix, which presents the skills of the entire Board of Directors, is presented in this report andin the Notice of the Ordinary General Meeting of Shareholders.
Notice of the Ordinary General Meeting of Shareholders(https://www.segasammy.co.jp/ja/ir/stock/general_meeting/)[Supplementary Principle 4.11.2]
Where Company directors also serve as directors at other companies, such positions should be limited to areasonable number to fulfill their roles and responsibilities. The necessary time and effort should be
devoted to fulfilling such duties and responsibilities.
The status of holding concurrent positions as directors is disclosed each year through the convocation
notice for General Meeting of Shareholders or through the annual securities report. The same kind of
disclosure is also made for the status of attendance by external directors at Board of Directors meetings.
[Supplementary Principle 4.11.3]
1. Purpose of evaluation
The Company shall perform analyses and evaluations of the effectiveness of the Board of Directors eachyear to ensure that the Board of Directors effectively fulfills its roles and responsibilities to “improve
efficiency,” “secure soundness,” and “enhance transparency” of the Company’s corporate management.
2. Method of evaluation
For the fiscal year ended March 31, 2024, the Company evaluated the effectiveness of the Board of
Directors via questionnaires and one-on-one interviews with directors to ascertain the expectations andissues identified by each Director in his or her efforts to contribute further to Company growth.
Questionnaires were used to confirm various matters deemed important in the effective fulfillment of theBoard’s roles and responsibilities, including Board composition, management, and status of deliberations
concerning strategy, as well as the effects of initiatives to address issues in the previous fiscal year.
Interviews were used to solicit and delve into the opinions of the Directors (excluding Chairman and
Representative Director) on various topics, including their outlook on issues identified through thequestionnaires and their expectations regarding improvements in the efficacy of the Board of Directors.
This fiscal year, to ensure objectivity, the Company had an external organization design the questionnaire
and interview items and analyze and evaluate the responses.
Based on the report on the results of the questionnaire and interview responses prepared by the externalorganization, deliberations took place at meetings of the Independent Advisory Committee and the Board of
Directors on various topics, including the effectiveness of the Board of Directors during the fiscal year,
where issues might lie, and responses to such issues.
3. Summary of evaluation results
Based on these deliberations, the Board of Directors was judged to be functioning effectively overall. Its
free and open deliberations, which leverage the areas of expertise of the independent external directors,
including the Group Management Committee, was recognized as a key strength. Under the current
structure, independent external directors make up half of the Board members. The structure also ensuresrelative independence from the business execution side, while the composition of the Board ensures
diversity in aspects such as experience, specialization, gender, and internationality.
At the same time, among issues recognized last fiscal year, the following two issues in particular wereidentified to need further improvements: (1) While some improvement was achieved by strengthening thesophistication of the risk management structure for the entire Group following the establishment of the Risk
Governance Division, a clear need emerged for intensified efforts and more thorough reporting to the Boardof Directors to enable the Board to better assess potential and Companywide risks and more effectively
monitor the risk management initiatives of the Risk Governance Division. (2) The Board of Directors
should ensure opportunities for further deliberations on the optimal allocation of resources within the entire
Group and other key issues. It has also to deepen understanding throughout the Board of current conditionsof the business environment and other related matters, particularly in the Gaming Business, a core Group6

business.
The need emerged during this fiscal year to enhance deliberations to reflect awareness of business portfolio
management issues, including the need to confirm consistency of individual mergers and acquisitions withGroupwide strategic policies, with the aim of contributing to the sustained growth of the entire Group.
Having acknowledged these issues, the Company will strive to allow the Board of Directors to function
even more effectively.
[Supplementary Principle 4.14.2]
At the time they assume office, Company directors are provided with opportunities to participate ininternally conducted orientation and training sessions to acquire knowledge on the roles and responsibilities
expected of directors of a listed company, as well as knowledge of applicable laws and regulations andcompliance. After assuming office, the directors are continuously provided with further opportunities toacquire necessary or new knowledge and to improve the same, including participating in training sessions
provided by external lecturers such as attorneys and experts in each area, for example, after the conclusionof a Board of Directors meeting.
In addition, the Company encourages each director to voluntarily improve him/herself by participating inexternal seminars and lectures sponsored by organizations to which the Company belongs and provides
support for the expenses necessary therefor.
[Principle 5.1 Policy on Constructive Dialogue with Shareholders]
To facilitate constructive dialogue with shareholders and investors, the Company works from the basic
position of appointing an executive officer in charge of Investor Relations (IR) & Shareholder Relations(SR), establishing a department in charge of IR & SR, and implementing the following efforts:
In facilitating constructive dialogue with shareholders and investors, the Company acts to ensure close andpositive cooperation between and among internal departments, including the corporate planning, financeand accounting, legal affairs, general affairs, and sustainability departments.
In line with the quarterly disclosure of operating results, the Company holds online briefing sessions thatprimarily target institutional investors.
The President (Representative Director) of the Company and the Chief Financial Officer or others attend
briefing sessions on the settlement of accounts and actively engage in direct interactions.
For shareholders and investors, the executive officer in charge of IR & SR and IR & SR personnel hold inperson meetings following the quarterly disclosure of operating results. In addition, the Representative
Director of the Company or the Chief Financial Officer or other officers make themselves available toengage in dialogue with individual investors multiple times per year. In line with the direction of eachbusiness, small conferences or other gatherings may be held when appropriate.
Regarding the status of dialogue with shareholders and investors, the Company provides prompt feedback
on a regular basis or as needed to the Representative Director, Chief Financial Officer, and other directors
or external directors, executive officers, or persons responsible for business operations. The Company
strives to use this information for sustainable growth and increased corporate value of the Company in themedium to long term.
In accordance with the basic view that shareholders should be treated equally, when engaging in dialogue
with shareholders with respect to the handling of unpublished important matters, whether for briefing
sessions on settlements of accounts or other meetings, the Company seeks to manage information inaccordance with applicable laws, including the Financial Instruments and Exchange Act and the Sega
Sammy Group Insider Trading Prevention Rules, which are internal regulations set for the purpose ofeliminating insider trading.
[Efforts to achieve management aware of capital costs and share price] (English-language disclosure
available)
The Mid-Term Plan identifies a target ROE value (ROE averaging more than 10% from the year ending
March 2025 through the year ending March 2027). It also establishes a capital allocation policy andpresents the Company’s outlook on investments in growth, shareholder returns, and related matters.
See the Integrated Report for more on the Company’s efforts to achieve management aware of capital costs
and share price.
(https://www.segasammy.co.jp/en/ir/library/printing_annual/)7

2. Capital Structure(1) Foreign shareholding ratio

20% or more but less than 30%(2) Status of major shareholders
Number of shares
owned
39,008,000
26,118,000
13,682,840
10,399,200
6,024,476
5,648,300
4,217,238
3,920,661
3,397,051
3,138,935

Name / Company nameHS Company LLC
The Master Trust Bank of Japan, Ltd. (Trust Account)
FSC Co., Ltd
FSC Co.,Bank
Ltd of Japan, Ltd. (Trust Account)
Custody
FSC Co.,STREET
Ltd
STATE
BANK AND TRUST COMPANY
505001Hajime
Satomi DEPOSITORY-SAMSUNG
KOREA
SECURITIESHajime Satomi
Haruki Satomi
SSBTC Client Omnibus Account
JPMorgan Securities Japan Co., Ltd.
(3) Controlling shareholders (except for parent
company)None(4) Parent company

None

Percentage
(%)
18.05
12.09
6.33
4.81
2.78
2.61
1.95
1.81
1.57
1.45

(5) Supplementary explanation
In regard to the above-mentioned “Status of major shareholders,” calculations assume the following
conditions:* The status as of the end of March 2024 is stated.
* The shareholding ratio is calculated after deducting the number of treasury shares (25,214,788 shares).

3. Corporate Attributes(1) Listed stock exchange and market section

Tokyo Stock Exchange, Prime Market(2) Fiscal year-end

March(3) Type of business

Machinery(4) Number of (consolidated) employees at the end of 1,000 employees or more
the immediately preceding fiscal year(5) (Consolidated) sales of the immediately preceding JPY 100 billion or more but less thanfiscal year
JPY 1,000 billion(6) Number of consolidated subsidiaries at the end of
the immediately preceding fiscal year

50 companies or more but less than
100 companies

4. Policy on Measures to Protect Minority Shareholders in Transactions with Controlling
Shareholders―

85. Other Special Circumstances with the Potential of Material Impact on Corporate
Governance
In December 2017, one of the Company’s consolidated subsidiaries, SEGA SAMMY CREATION
INC. and its subsidiary Sega Sammy Creation USA INC. obtained a license to manufacture and sell
gaming equipment in Nevada, U.S.A. The two (2) subsidiaries and the Company were subject toexamination for the license. A wide-ranging and rigorous examination was conducted regarding thefinancial conditions, tax practices, transaction information, and governance—specifically on the rigorof the compliance system. This eventually resulted in official recognition of eligibility for the license.
With an eye to maintaining the license and obtaining new licenses in other regions and countries, theGroup will promote an enhanced compliance system, including legal compliance, and communicate
its importance through training and education.

9II. Management Organization for Managerial Decision-Making, Execution andOversight, and Other Corporate Governance Structures
1. Organizational Structure, Organizational Management, etc.
Form of organization

Company with Audit and Supervisory Committee[Directors]
Maximum number of directors stipulated in Articles
of Incorporation

20

Term of office of directors stipulated in Articles ofIncorporation

One year

Chairperson of Board of Directors meetings

President

Number of directors

13

Appointment of external directors

Yes

Number of external directors

7

Among external directors, number of persons
designated as independent officers

7

Relationship to the Company (1)NameAttributes

Kohei Katsukawa
Melanie Brock
Fujiyo Ishiguro
Ankur Sahu
Kazutaka Okubo
Naoko Murasaki
Makiko Ushijima

Individual from another company
Individual from another company
Individual from another company
Individual from another company
Individual from another company
Individual from another company
Attorney-at-law

Relationship to the Company (*)
a
b c
d e
f
g h i
△
△
△
●

j

△

* Categories for relationship to the Company* “○” when the individual presently falls under or has recently fallen under the category; “△” when theindividual fell under the category in the past
* “●” when a close relative of the individual presently falls under or has recently fallen under the category(excluding categories h to j); “▲” when a close relative of the individual fell under the category in thepast (excluding categories h to j)a. An executive of a listed company or any of its subsidiaries
b. An executive or non-executive director of a parent company of a listed company
c. An executive of a fellow subsidiary of a listed company
d. A party (or its executive) whose major clients are listed companies
e. A major client (or its executive) of a listed company
f. A consultant, accountant, or legal professional who receives a large amount of monetaryconsideration or other property from a listed company, besides remuneration as an officer
g. A major shareholder of a listed company (or an executive of the said major shareholder if the10kshareholder is a legal entity)h. An executive (the individual himself/herself only) of a client (which does not fall under any of theforegoing items d, e, or f) of a listed company
i. An executive (the individual himself/herself only) of a party which has mutual appointments ofexternal officers
j. An executive (the individual himself/herself only) of a party that receives a donation from a listedcompanyk. Other

Relationship to the Company (2)Name

Designation as
Independent
Officer

Kohei Katsukawa○

Melanie Brock○

Supplementary
Explanation ofRelationship

Reasons for Appointment as External
Director

Mr. Katsukawa was
Mr. Katsukawa has appropriately
formerly the Managing
fulfilled the roles of an External Director
Executive Officer ofto determine important management
Sumitomo Mitsui
matters and oversee the execution of
Banking Corporation, one business from a fair standpoint. We haveof the Company’s major appointed Mr. Katsukawa again asclients, from April 2005 External Director based on expectations
to April 2007.
that he will continue to provide valuable
The Company has
input on Company management, based
business relations withon his wealth of experience and broadSumitomo Mitsuiranging insight gained over many years
Banking Corporation in
as a corporate manager.
terms of borrowings,
deposits, and currency
exchange.
Ms. Brock concurrently
Ms. Brock has appropriately fulfilled theserves as CEO of Melanie roles of an External Director to
Brock Advisory Ltd.,
determine important managementwith which the Company matters and oversee the execution ofengaged in transactions
business from a fair standpoint. We havefrom August 2018 toappointed Ms. Brock again as External
April 2019. The total
Director based on expectations that she
amount of thesewill continue to strengthen thetransactions was less than Company’s corporate governance system
10 million yen.
and improve the quality of management
No business transactions decision-making, drawing on her diverse
with that company arerange of ideas and values and hercurrently in progress.
extensive experience and career record
as an international business leader.

11

Fujiyo Ishiguro○

Ankur Sahu○

Kazutaka Okubo○

One relative within thethird degree of kinshipfrom Fujiyo Ishiguro isan employee of Sega ofAmerica, Inc., a specified
affiliate business of theCompany. However, therelative’s position does
not qualify as amanagerial position
equivalent to department
manager or above.

Ms. Ishiguro has appropriately fulfilled
the roles of an External Director todetermine important management
matters and oversee the execution ofbusiness from a fair standpoint. As afounder of Netyear Group Corporation,
she brings with her a wealth ofknowledge of corporate management and
IT/DX fields, as well as experience
serving as an external director of otherlisted companies. We have appointed
Ms. Ishiguro again as External Director
based on expectations that she willcontinue to provide valuable input on the
management of the Company by drawing
on this knowledge and experience.
Mr. Sahu brings with him broad
experience in corporate investment andhas made significant contributions tocorporate growth and revitalization atGoldman Sachs. We have appointed him
as a new External Director based on
expectations that he will provide helpful
views and insights on the Company’s
future global business development andmanagement, drawing on his wealth ofknowledge and experience in financegovernance and a track record of indepth involvement with multiple
international enterprises.
Mr. Okubo was formerly Mr. Okubo brings with him many years
a Senior Executive Board of experience in audit services as a
Member of Ernst &certified public accountant and deep
Young ShinNihon LLC. insights on finance and accounting. We
Although the Company
have appointed him again as an External
attended external
Director serving as an Audit andseminars held by Ernst & Supervisory Committee Member based
Young ShinNihon LLC, on expectations that he will appropriately
the transaction amounts
guide and oversee the Company’s
did not exceed the
management from an objective
Company’s minor
standpoint, drawing on a wealth ofstandards given in theknowledge in governance gained throughsupplementary
his experience as an external director.
explanation.

12

Naoko Murasaki○-

Makiko Ushijima○-

Ms. Murasaki has a high degree ofexpertise in the field of the global risk
and governance which she gained overmany years in the National Police
Agency, the Ministry of Foreign Affairs
and risk consulting firms. We haveappointed her again as an External
Director serving as an Audit andSupervisory Committee Member basedon expectations that she willappropriately guide and oversee theCompany’s management from an
objective standpoint, drawing on a
wealth of knowledge in governancegained through her experience as anexternal director.
Ms. Ushijima is a licensed attorney atlaw (in Japan and New York State) andcertified in the United States as a
Certified Public Accountant. She
combines a wealth of experience on
topics like mergers and acquisitions andcompliance at global firms withmultifaceted perspectives on finance andlaw. We have appointed her as a newExternal Director serving as an Audit
and Supervisory Committee Member
based on expectations that she will
effectively guide and oversee theCompany’s management from an
impartial perspective as it seeks toexpand globally, drawing on a wealth ofknowledge concerning governance.

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee orRemuneration Committee

Established

Voluntary Committee’s Establishment Status, Composition, and the Attributes of the Chairperson
All
Committee
Full-time Internal External ExternalCommittee
Other Chairperson
Name
Members Directors Directors Experts
Members
Voluntary
Committee
Independent
Corresponding Advisory
to Nomination Committee
Committee

7

0

0

7

0

0

N/A

Voluntary
Committee
Independent
Corresponding
AdvisorytoCommittee
Remuneration
Committee

7

0

0

7

0

0

N/A

13

Supplementary Explanation“N/A” in the column of “Chairperson” means no ranks (including the rank of Chairperson) areestablished to enhance the independence and objectivity of each Committee member and promote
impartial and judicious discussions and review; provided, however, that a person in charge of contact
and coordination is assigned to receive referrals for the Committee and submit the opinions of theCommittee.
The functions and roles of the Independent Advisory Committee, the frequency of Committee
meetings, and other matters are as stated in “c) Voluntary Committees” in “Matters Related to the
Functions of Business Execution, Auditing/Oversight, Nomination and Remuneration Decisions, etc.”[Audit and Supervisory Committee Members]
Establishment of Audit and Supervisory
Committee

Established

Maximum Number of Audit and Supervisory
Committee Members Stipulated in Articles ofIncorporation

5

Number of Audit and Supervisory Committee
Members

4

Status of cooperation among the Audit and Supervisory Committee, independent auditor, and internal
auditing departments
Status of cooperation between the Audit and Supervisory Committee and independent auditor
To improve accounting compliance, the Company sees it as essential to implement effective cooperation
between the Audit and Supervisory Committee and independent auditor. In general, twice a year, theCompany holds meetings of the Holdings Audit Liaison Committee, composed of Audit and Supervisory
Committee members of the Company and standing auditors, accounting departments, and internal auditing
departments of SEGA CORPORATION and Sammy Corporation, and KPMG AZSA LLC, theindependent auditor for the Company.
Status of cooperation between internal auditing departments and the independent auditor
While no regular meetings are held to promote cooperation between internal auditing independent auditor,
matters identified during the course of evaluations related to internal audits of financial reports and mattersidentified during the course of accounting auditing, and other such matters are shared as appropriate andcontribute to each body’s respective auditing activities. Moreover, at fiscal year’s end, the Company holds
meetings to allow reporting to the independent auditor of the year’s Group-wide internal audit results andinternal control evaluation results. The above-mentioned Holdings Audit Liaison Committee allows sharing
of information between internal auditing departments and the independent auditor.
Status of cooperation between the Audit and Supervisory Committee and internal auditing departments
On June 22, 2022, with the goal of expanding audits by the Audit and Supervisory Committee and ensuring
the independence of internal auditing departments, these departments were moved from organizations
under the direct jurisdiction of the President (Representative Director) to organizations under the direct
jurisdiction of the Audit and Supervisory Committee. This means that internal audits now proceed based on
instructions from the Audit and Supervisory Committee. The findings of internal audits and internal control
evaluations related to financial reporting and the status of improvements are reported to standing Audit andSupervisory Committee members of the Company on each occasion and to the Audit and Supervisory
Committee semiannually.
Status of cooperation between Group company auditors and internal audit departments

14

To “improve efficiency,” “secure soundness,” and “enhance transparency” of corporate management and toensure the propriety of business operations, the Company sees it as essential to implement effective
cooperation between Group company auditors and internal auditing departments. To this end, the Company
holds quarterly meetings of Audit & Supervisory Board Members and Internal Auditing Office Liaison
Committee, composed of standing Audit and Supervisory Committee members of the Company, standing
auditors of Group companies, and the Company’s internal auditing department.

15

[Independent Officers]
Number of independent officers

7

Other matters related to independent officers
The policy for appointment of independent officers of the Company is as follows:(a) All external officers satisfying the qualifications for independent officers are designated as
independent officers.
(b) Independence is judged based on the requirements for qualification stipulated in the Companies Act
and the criteria for independence established by Tokyo Stock Exchange, Inc. The terms major client,large sums of money, and so forth are judged based on the criteria determined in accordance with the
published appointment standards model for independent officers. An outline thereof is stated asfollows:
In order for a candidate to qualify as an independent external officer of the Company, none of the following
shall apply thereto:
1) A person (or its executive) whose major client is the Group. In this item, “major” means that therelevant client receives, from the Group, payments in an amount equivalent to 2% or more of the annual
consolidated sales of the relevant client during the most recent fiscal year.
2) A major client (or its executive) of the Company. In this item, “major” means that the Company
receives, from the client, payments in an amount equivalent to 2% or more of the annual consolidated salesof the Company during the most recent fiscal year.
3) A major shareholder (or its executive) possessing 10% or more of the total outstanding shares of theCompany.
4) A person (or its executive) for whom 10% or more of their total outstanding shares are possessed by
the Group.
5) The annual remuneration amount (excluding the remuneration as an officer of the Company) that therelevant external officer receives directly from the Group as a legal, accounting, or tax expert or consultant
is JPY 10 million or more on average for the past three (3) years.
6) The amount of donations, etc., that the Group provides to a non-profit organization for which therelevant external officer serves as an executive officer is JPY 10 million or more for the most recent
business year.
7) Any person falling under any of the preceding six (6) items during the past one (1) year.
8) A spouse of, a relative within the second degree of kinship with, or a relative living together with therelevant external officer falling under any of the seven (7) preceding items, or an executive director,
executive officer, manager or other important employee of the Group. In this item, “important” means
managerial positions equivalent to a department manager or higher.
(c) The Company determines the minor standards for information of attributes to be stated in a
notification of independent officer as follows: for the period of the most recent fiscal year, and fromthe start date of the relevant fiscal year until the date of submission of the most recent notification of
independent officer, respectively, “less than JPY 100 million in the transaction amount” for“transactions,” and “less than JPY 10 million” for “donations.”[Incentives]

Performance Status of Incentive
Policies for Directors

 A performance-linked remuneration system is implemented.
 A stock option system is implemented.
 Other (adoption of restricted share unit remuneration system)
 None implemented

Supplementary Explanation on Applicable Items
Please refer to the annual securities report.

16Persons Eligible for Stock Options

Employees
Directors of subsidiaries
Employees of subsidiaries

Supplementary Explanation on Applicable Items
The Group has provided subscription rights to shares (stock options) to the following persons with the aimof improving motivation and morale towards enhancing the operating results of the Group, and increasing
the corporate value of the Group as a whole.
Employees of the Company, and directors and employees of the Company’s subsidiaries
Exercise period of the subscription rights to shares: July 1, 2024 to June 30, 2026
Date of the resolution: August 2, 2021 (Extraordinary Board of Directors meeting)[Director Remuneration]

Disclosure of Individual Director Remuneration

Partial and individual disclosure

Supplementary Explanation on Applicable Items
The remuneration paid to directors for the fiscal year ended March 31, 2024 was as follows:
Annual total amount of remuneration: JPY 1,474 million for twelve (12) directors (among such amount,
JPY 86 million for six (6) external directors)(Note) The limit of the amount of remuneration to be paid to directors (excluding Directors serving as
Audit and Supervisory Committee Members) was resolved to be JPY 1,700 million (of which theamount for external directors is to be JPY 100 million) at the Ordinary General Meeting of
Shareholders held June 22, 2022.
At the Ordinary General Meeting of Shareholders held June 22, 2022, the decision was made to set the
maximum remuneration for Directors serving as Audit and Supervisory Committee Members to JPY 100
million.
Separately from the above amounts of Director’s remuneration, the Ordinary General Meeting of
Shareholders held June 25, 2024 resolved to adopt a system of restricted stock units for eligible Directors(excluding Directors serving as Audit and Supervisory Committee Members and External Directors),
whereby eligible Directors will be issued total amounts of remuneration and shares under this system of up
to JPY 3.6 billion and up to 900,000 shares for performance share units (PSUs) for the subject period and
up to JPY 300 million and up to 75,000 shares for restricted share units (RSUs) annually, based oncomprehensive consideration of their contributions and other factors.
The foregoing is disclosed in the business report and is published on the Company website. The annual
securities report individually discloses only part of the same.

Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The basic policy for the system of remuneration for directors (excluding Audit and Supervisory Committee
members and external directors) is to place chief focus on providing incentive to work toward corporate
value enhancement and sustainable growth of the Group and provide a determination process characterizedby high transparency and objectivity.
Regarding the policy for determining the amounts of director remuneration, the President (Representative
Director) presents the remuneration structure, the method for calculating each category of remuneration and17other relevant particulars to the Independent Advisory Committee. The Independent Advisory Committee
then deliberates on and evaluates that content and submits the result of that process as its opinion to the
President (Representative Director). The President (Representative Director) then refers a policy for
determining director remuneration reflecting that opinion to the Board of Directors for resolution.
The remuneration for Audit and Supervisory Committee members and external directors who are not Audit
and Supervisory Committee members is composed of fixed remuneration (basic remuneration only) fromthe perspective of their role and independence. Individual amounts are determined by the Audit andSupervisory Committee and by the Board of Directors, respectively.
The details are disclosed in the annual securities report.
[Support System for External Directors]
To support external directors, the Company has established an appropriate information communication
system through the Secretariat to allow adequate advance review of the contents of the agenda items to be
discussed at Board of Directors meetings.
In addition, the Secretariat takes the effort to help newly appointed external directors understand Group
operations by implementing individually-based orientation on such matters with the aim of ensuring that
newly appointed external directors are able to contribute to substantive discussions in Board of Directors
meetings.
To support external directors serving as Audit and Supervisory Committee members, the staff belonging
to the Audit and Supervisory Committee Office directly under the Audit and Supervisory Committee
assist in their duties. Matters related to appointments, personnel transfers, evaluations, and other mattersconcerning such staff require prior approval from the Audit and Supervisory Committee. This is intended
to ensure independence from directors who are not Audit and Supervisory Committee members. To allow
adequate review of agenda items and other issues to be discussed in meetings attended by external
directors serving as Audit and Supervisory Committee members, the Company has established an
appropriate information communication system through the secretariat of each conference body, the Audit
and Supervisory Committee Office, etc.

[Status of Persons Who Retired from Positions Such as President and Representative Director]
The names, etc. of advisers and consultants who retired from positions such as President andRepresentative Director

Name

Title and
position

Duties---Working arrangements andconditions(full-time/part-time,
with/without remuneration,etc.)-

Number of advisers and consultants who retired frompositions such as President and Representative Director

Date ofretirement fromposition such as
President

Termofoffice--0

Other matters
The Company has introduced an advisory and consultant system, but has no person to hold the office atthe present moment.

18

2. Matters Related to the Functions of Business Execution, Auditing/Oversight,
Nomination and Remuneration Decisions, etc. (Overview of Current Corporate
Governance System)
The Company and its Group companies regard corporate governance as the most important basis forcorporate conduct. Based on “improving efficiency,” “securing soundness,” and “enhancing transparency”
as the basic policies for corporate governance, the Company determines important matters for management,
including the appointment of director candidates, the determination of director remuneration, themanagement oversight, and the determination of auditing remuneration, etc.
To further promote productive discussions by the Board of Directors and to strengthen its oversightfunctions, the Company has chosen the structure of a company with an Audit and Supervisory Committee.
This will allow it to delegate a considerable portion of important decisions on business execution to
executive directors. In addition, by considering that directors with a wealth of knowledge and experience
regarding the industry, market trends, products, merchandise, services, etc. can generate prompt andoptimal management decisions, the Group companies have chosen the structure of a company withcompany auditors. The Company and the Group also appoint external directors and strengthen theexecutive officer and internal auditing systems, thereby improving corporate governance from the aspectsof both oversight and execution.
Functions and roles to be performed by external directors for corporate governance of the Companya) The Company selects external directors who are not Audit and Supervisory Committee members fromamong managers, etc., who are expected to provide advice on how to enhance the corporate value of theCompany and the Group from external perspectives, and provide oversight functions over the execution ofduties by directors, based on their deep insight and extensive experience.
b) The Company understands that Audit and Supervisory Committee members play an important role inrealizing a corporate governance system which improves the neutrality and independence of the auditing
system, and thus, selects external directors serving as Audit and Supervisory Committee members whoare certified public accountants, attorneys and others, and from whom it is expected that the soundness ofthe management can be secured by conducting auditing, etc. from a neutral and objective standpoint.
Principles regarding the independence of external directors
The Company judges the independence of external directors based on the independence criteria establishedby Tokyo Stock Exchange, Inc., and judges the terms major, large amount of, and so forth based on thecriteria determined referring to the published appointment standards model for independent officers, andjudges that there is no possibility the persons who satisfy such criteria may cause any conflict of interests
with general shareholders.
For the status of our efforts on the strengthening of the functions of Audit and Supervisory Committee
members, please see the “Support System for External Directors” section.
In its aim to improve the execution of business operations and the functions of auditing and oversight, theCompany operates the following conference bodies:a) Board of Directors
At ordinary Board of Directors meetings held once a month in principle and extraordinary Board of
Directors meetings held as appropriate, the Board of Directors aims to achieve flexible management
through the current level of twelve (13) directors. Certain important managerial matters at each businesscompany are also resolved and reported at various bodies, including the Company’s Board of Directors.
b) Audit and Supervisory Committee
The Audit and Supervisory Board consists of four (4) Audit and Supervisory Committee members andholds its meetings generally once a month, or when otherwise necessary. The Audit and Supervisory
Committee assigns duties to respective Audit and Supervisory Committee members, and deliberates on key
matters for consideration such as those involving the Group’s corporate governance, the status ofestablishing and operating internal control systems, and evaluations of the independent auditor.

19c) Voluntary Committees
Voluntary Committees are the bodies that discuss and inspect the specified matters regarding themanagement of the Group which are specifically referred by the Board of Directors, and report and submit
the results of such discussions and inspections to the Board of Directors. Currently, following two (2)Committees are established as Voluntary Committees:
1) Independent Advisory Committee
The Independent Advisory Committee is composed of independent external directors of the Company. This
Committee provides input from an independent perspective in response to referrals by the Board of
Directors or the Representative Director, in order to ensure conformance with various principles related to
the Corporate Governance Code (Principle 3.1 (iii), Principle 3.1 (iv), Supplementary Principle 4.1.3,
Supplementary Principle 4.2.1, Principle 4.3, Supplementary Principle 4.3.1, Supplementary Principle
4.3.2, Supplementary Principle 4.3.3, Supplementary Principle 4.10.1, Supplementary Principle 4.10.1,
Supplementary Principle 4.11.3). The Committee exchanges information as part of its oversight of theBoard of Directors and holds meetings when appropriate.
2) Group Management Committee
The Group Management Committee has been established under the Company’s Board of Directors anddiscusses and reviews the improvement of profitability, efficiency, strategic investments, and other aspectsof Group businesses. This Committee is composed of directors (excluding the Chairperson [Representative
Director]), and meets as appropriate. The Group Risk and Compliance Subcommittee and the Group
Sustainability Subcommittee have been established under this Committee. Each subcommittee comprises
directors matching the requirements for risk management, compliance, and sustainability respectively in the
Board of Directors’ skills matrix. In addition, the Group CFO sits on the Group Sustainability
Subcommittee to ensure that information disclosure is based on the TCFD’s recommendations.
d) Promotion Committees
Promotion Committees are the bodies that discuss, review, and coordinate the policies and other aspects of
the Group regarding corporate governance and sustainability. Currently, the Group Risk and Compliance
Promotion Committee has been established as a place where measures and information regarding internal
control, compliance, risk management, and related matters are mainly discussed, reviewed, and shared. The
Group Sustainability Promotion Committee has been established as a place where measures regarding
sustainability are discussed, reviewed, and shared. The Group Risk and Compliance Promotion Committee
is composed of officers, etc. in charge of risk management and compliance of major Group companies
including the Company, SEGA CORPORATION and Sammy Corporation, while the Group Sustainability
Promotion Committee is composed of officers, etc. in charge of ensuring the sustainability of major Group
companies, including SEGA CORPORATION and Sammy Corporation. Meetings of these committees areheld as needed.
e) Group Audit Liaison Committee
The Group Audit Liaison Committee is composed of standing Audit and Supervisory Committee membersof the Company and standing auditors of Group companies. Meetings generally occur once a month. The
purpose of these meetings is to share information on timely issues (including revised laws) affecting theCompany and the Group and to ensure effective joint efforts among the standing Audit and Supervisory
Committee members of the Company and auditors of Group companies.
f) Holdings Audit Liaison Committee
The Holdings Audit Liaison Committee is composed of Audit and Supervisory Committee members of theCompany, standing auditors, accounting departments, internal auditing departments, and other departments
in SEGA CORPORATION and Sammy Corporation, and KPMG AZSA LLC, the independent auditor for
the Company. At Committee meetings generally held twice annually, opinions from their respective
viewpoints are exchanged to improve accounting compliance.
g) Audit & Supervisory Board Members and Internal Auditing Office Liaison Committee
The Audit & Supervisory Board Members and Internal Auditing Office Liaison Committee is composed ofstanding Audit and Supervisory Committee members of the Company, standing auditors of Group

20

companies, and the Company’s internal auditing department. Meetings are generally held quarterly, withthe goal of securing soundness in corporate management through information shared among the
aforementioned Audit and Supervisory Committee members, standing auditors of Group companies, andthe Company’s internal auditing department.
The (c) Voluntary Committees and (d) Promotion Committees discuss and review specified mattersregarding the management of the Group.
The (e) Group Audit Liaison Committee, (f) Holdings Audit Liaison Committee, and (g) Audit &Supervisory Board Members and Internal Auditing Office Liaison Committee share information andexchange opinions among their members, thereby furthering cooperation between the Company and Groupsubsidiaries.
(Implementation of internal audits and internal control evaluations)
To ensure that the execution of duties complies with applicable laws and regulations and the Articles ofIncorporation and to assure the propriety of business operations, an internal auditing department has been
established within the Company. The Company approaches governance through a total of 29 persons at theCompany, who handle internal audits and internal control evaluations related to financial reporting for theCompany and Group companies.
KPMG AZSA LLC, the independent auditor for the Company since the Company’s establishment on
October 1, 2004, provides the Company with advice on not only year-end auditing, but also accounting
processing during the term, as appropriate, from its perspective as an accounting auditor.

3. Reasons for Adoption of Current Corporate Governance System
To further promote productive discussions by the Board of Directors and to strengthen its oversightfunctions, the Company has chosen the structure of a company with an Audit and Supervisory Committee.
This will allow it to delegate a considerable portion of important decisions on business execution to
executive directors. In addition, by considering that directors with a wealth of knowledge and experience
regarding the industry, market trends, products, merchandise, services, etc. can generate prompt andoptimal management decisions, the Group companies have chosen the structure of a company withcompany auditors. The Company and the Group also appoint external directors and strengthen theexecutive officer and internal auditing systems, thereby improving corporate governance from the aspectsof both oversight and execution.

21

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize the General Meeting of Shareholders and Facilitate the Exercise of
Voting Rights

a. Early dispatch of convocation notice forGeneral Meeting of Shareholders

b. Determining date of General Meeting of
Shareholders so as to avoid dates wheregeneral meetings of shareholders tend to
be concentrated

c. Exercise of voting rights throughelectromagnetic meansd. Participation in platform for electronic
exercise of voting rights and othermeasures towards improving theenvironment surrounding the exercise of
voting rights by institutional investorse. Providing convocation notice (summary)in English

f. Other

Supplementary Explanation
The Company has sent the convocation notice three(3) weeks before the General Meeting of
Shareholders date on each occasion since theOrdinary General Meeting of Shareholders held in
June 2010. For 2024, the convocation notice (accessnotice) was sent on June 4 and the Ordinary General
Meeting of Shareholders was held June 25.
The Company believes that it should hold its General
Meeting of Shareholders on a date that will attract
attendance of as many of its shareholders as possible
based on the notion that the General Meeting of
Shareholders acts as a forum for dialogue with its
shareholders. As such, the Company schedules suchmeetings so as to avoid dates where general meetings ofshareholders tend to be concentrated.
Exercise of voting rights through smartphones andpersonal computers, etc. has been conducted on eachoccasion since the Ordinary General Meeting of
Shareholders held in June 2005.
Since the Ordinary General Meeting of Shareholders heldin June 2007, the Company has joined a platform forelectronic exercise of voting rights for institutional
investors operated by ICJ, Inc.
The Company prepares an English translationof the convocation notice for General Meetingof Shareholders (full text) and publishes thetranslated notice on its website and on thewebsite of Tokyo Stock Exchange, Inc.
simultaneously with the Japanese original.
To ensure that shareholders have sufficient time toconsider how they will exercise their voting rights, theCompany posts the convocation notice before mailing out
the notice on its website and on the Company page of theTokyo Stock Exchange, Inc. website.
After the conclusion of the General Meeting of
Shareholders, the Company posts the notice ofresolutions, an extraordinary report on voting results, anda summary of the question and answer session on its
website.
In addition, since the Ordinary General Meeting of
Shareholders held in June 2020, the Company has held ahybrid participation-type virtual shareholders meeting sothat shareholders can watch the proceedings via theinternet.

22

2. IR Activities
Supplementary Explanationa. Preparation andpublication of
disclosure policy

The Company publishes its IR policy detailing its basic
approach to information disclosure to its website.

Explanation byRepresentative(s)-b. Holding regularbriefing sessions forindividual investors

Briefing sessions on the settlement of accounts held every
quarter for analysts and institutional investors are
streamed live on YouTube. In addition, archived videos ofthe briefing sessions are posted on the Company website
Yes
to provide an environment in which individual investors
can also view them. The Company thus strives for fairness
in the dissemination of information. Note that securities
companies organize separate company briefing sessions.

c. Holding regularbriefing sessions foranalysts andinstitutional investors

Briefing sessions on the settlement of accounts are held
online each quarter to provide explanations on businessperformance and future prospects. Each of these includes
a question and answer session. In addition, videos of thebriefing sessions on the settlement of accounts are posted
to the Company website promptly after the briefing day toprovide an environment in which anyone can view them.
For the fiscal year ended March 31, 2024, to provide
briefings on the settlement of accounts, the President(Representative Director) and the Chief Financial Officer
attended sessions for the second quarter and full-year
settlement of accounts, while the executive officer incharge of IR & SR and SR & IR personnel attended
sessions for the first and third quarter settlement ofaccounts.
In addition, to deepen understanding of the Company’sbusiness, the President (Representative Director), theChief Financial Officer, and the personnel responsible forthe businesses in question attend large meetings to givepresentations on and to discuss management, finance,business strategies, and related matters.

Yesd. Holding regularbriefing sessions foroverseas investors

An archive of videos of quarterly briefings on operating
results, with English subtitles, is posted to the Company
website. Simultaneous English interpretations areprovided in large meetings. In addition, presentationmaterials from briefings on operating results, large
meetings, and other events are posted to the website,
accompanied, where needed, by transcripts in both
Japanese and English.
The President (Representative Director) or the Chief
Financial Officer, the executive officer in charge of IR &SR, and the IR & SR personnel of the Company
participate in conferences organized by securities
companies to give presentations, engage in question andanswer sessions, and attend meetings for overseas
investors online or in person. The President(Representative Director) or the Chief Financial Officer,
the executive officer in charge of IR & SR, and the IR &SR personnel hold individual meetings with overseas
investors online or in person. Group meetings on specific

Yes

23

Supplementary Explanation

Explanation byRepresentative(s)themes are also organized by the personnel responsible forthe businesses in question.

e. Posting of IR
materials on website

The Company publishes IR materials including briefreports on the settlement of accounts (Kessan Tanshin),materials distributed at briefing sessions on the settlementof accounts, press releases, annual securities reports,
quarterly reports, financial data, notifications to the Tokyo
Stock Exchange, market data, integrated reports, business
reports, public announcements of settlement of accounts
and convocation notice for General Meeting of
Shareholders to the Company website.
The Company creates a website page for individual
investors and is striving to enhance the IR website, such asby providing easy-to-understand explanations of businessoverview and business performance for those who arelearning about the Company for the first time.
The Company distributes IR-related press releases andinformation on major new products and other topics byemail, the LINE social media app, and by other means.

f. Establishment ofdivision (personnel)
in charge of IR

Division in charge: Investor Relations (IR) & Shareholder
Relations (SR) Department, Corporate Planning Division
Director in charge: Director controlling Corporate
Planning Division
Coordinator: Managing Director of Corporate Planning
Division24-

3. Measures to Ensure Respect for Stakeholders
Supplementary Explanation
The Company and the Group divide stakeholders into thefollowing five (5) categories: “customers,” “clients,” “shareholders
and investors,” “employees,” and “society,” and have establishedthe Group CSR Charter, a document clarifying our approach fora. Stipulation of respecting
each category. Additionally, they have established the Sega
respective positions ofSammy Group Code of Conduct, Group Management Policy, andstakeholders in accordance with
the Group Guidelines as specified guidelines for conduct andinternal regulations
business operations. Based on these guidelines, internal regulations
stipulate that all those carrying out their duties are to understandand comply with the Group Mission/Purpose, the Group CSR
Charter, and the Sega Sammy Group Code of Conduct.

b. Implementation ofenvironmental activities, CSR
activities, etc.

The Group CSR Charter, Sega Sammy Group Code of Conduct,and Group Management Policy (in regard to CSR andenvironmental conservation, the SEGA SAMMY Group CSR &SDGs Policy and the Sega Sammy Group Environmental Policy,
included in the Group Management Policy) disclose policies forengaging in CSR activities in general and environmental
conservation activities by the Company and the Group. Not only
does the Company, as a representative of the Group, takes theinitiative in actively developing CSR and SDGs activities andenvironmental conservation activities, but each Group company
also carries out such activities in accordance with its businessfocus. The Company publishes information on these initiatives in
the Integrated Report and publishes detailed information on its
website.
[Integrated Report](https://www.segasammy.co.jp/ja/ir/library/printing_annual/)c. Formulation of policies, etc. on
providing information to
stakeholders

Provision of information to stakeholders is governed by the SEGASAMMY Group Code of Conduct and Group Management Policy,
both of which are posted on the Company website.
[Sega Sammy Group Code of Conduct](https://www.segasammy.co.jp/ja/corp/conduct/)[Group Management Policy](https://www.segasammy.co.jp/ja/corp/conduct/policy/)

25

IV. Matters Related to the Internal Control System
1. Basic Principles Regarding Internal Control System and the Progress of System
Development
The Company has established the following basic policies for the development and improvement of
its internal control systems in accordance with the provisions of the Companies Act:
(1) A system to ensure that the execution of duties by the directors of the relevant stock company
conforms to laws and regulations and the Articles of Incorporation
To ensure that all corporate activities are undertaken thoroughly based on compliance with laws andregulations, the Company has established the Group CSR Charter, the Group Code of Conduct, andGroup Management Policies and guidelines (collectively “Group Principles and Rules” hereinafter).
Based the group mission, these basic policies address the social responsibilities to be fulfilled by acompany as a member of society and serve as cornerstones for establishing various aspects of thecompliance system. The President and Representative Director seeks to continually instill the intent
and spirit thereof among officers and employees.
To ensure that the business operations of the Company proceed in a sound and appropriate mannerand to further strengthen corporate governance, the Board of Directors shall strive to establish aneffective internal control system to assure legal compliance, in accordance with the GroupManagement Policies established to manage the entire Group in a unified and consistent manner andwith guidelines that set forth standards for the management and operation of the entire Group.
In addition to audits and periodic verification of the efficacy and functions of the internal controls
system by the Audit and Supervisory Committee, the internal audit section under the direct jurisdictionof the Audit and Supervisory Committee strives to achieve early detection and correction of any issues,
based on assessments of the efficacy of business audits by each section, internal controls related tofinancial reporting, and other matters.
To prevent the involvement of anti-social forces in the relevant company’s management, the Group
Code of Conduct specifies the elimination of such involvement. In addition, as part of overall Groupefforts, the Company incorporates an “elimination of anti-social forces provision” into all agreements
and performs reviews to determine whether business partners fall under the definition of anti-social
forces. The Company has established a system to ensure systematic and appropriate response to any
contact with anti-social forces in cooperation with outside organizations, including law enforcement
and attorneys.
(2) A system for retaining and managing information on the execution of duties by directors of therelevant stock company
The President and Representative Director appoints a director to oversee the management
departments. This director records information pertaining to the execution of duties in documents or onelectromagnetic media, in accordance with internal regulations, and appropriately retains and manages
the same in an easily searched format for ready review by directors.
To ensure the appropriate management of corporate secrets and other such information, the Company
has established policies regarding information management and IT security and guidelines regarding IT
security. The Company strives to disseminate the same to ensure the thorough promulgation of suchguidelines throughout the Company and thorough compliance.
(3) Rules and other systems regarding management of risk of losses by the relevant stock company
With regard to risks posed by the Company’s business operations, in cooperation with the Group
Governance Division, the Group Risk and Compliance Subcommittee established within the GroupManagement Committee seeks to identify important management risks; discuss the formulation ofpolicies related to Group risk and compliance; and assess and advise on risk analysis by individual
related sections. These measures are intended to clarify the risk management structure. Additionally, aninternal audit section under the direct jurisdiction of the Audit and Supervisory Committee audits thestate of risk management by each section and periodically reports on the results thereof to management
decision-making bodies and management organizations involved in execution and oversight.
To grasp and appropriately manage both internal and external important risks including cases
requiring emergency measures, the Company has established Group Management Policies, policies forrisk management, and rules for crisis management. In the event of the emergence of any conditions
anticipated to materially affect the Group, crisis management organizations of the Company and the26Group companies work jointly to discuss the measures to be taken, then proceed to take prompt andappropriate action.
(4) A system to ensure that directors of the relevant stock company efficiently execute their duties
To enhance deliberations on the Board of Directors while strengthening its oversight functions, theCompany adopted a corporate structure with Audit and Supervisory Committee established so that theBoard of Directors entrusts to executive directors appropriate matters related to important businessexecution decisions. The Board of Directors regulations and other rules and regulations enableappropriate and efficient business execution based on specified job authority and decision making
processes.
(5) A system to ensure that the execution of duties by employees of the relevant stock company fullycomply with laws and regulations and the Articles of Incorporation
The Company shall strive to promote Groupwide compliance measures for appropriate employee
conduct in accordance with laws and regulations, Articles of Incorporation, and other internal
regulations and social norms. These standards for conduct are based on the Group Principles andCodes.
The Company has established a whistleblowing system whereby any employee is free to reportviolations of laws and regulations, the Articles of Incorporation, or internal rules or social norms, aswell as a system that allows the person overseeing such whistleblowing system to notify the Board of
Directors and the Audit and Supervisory Committee without delay.
Confidential information concerning any whistleblower is protected. No whistleblowers will
experience disadvantageous treatment due to their whistleblowing actions. As part of the system toensure appropriate response while maintaining transparency, the Company has established business
reporting channels, as well as an internal whistleblowing contact point, from which outside attorneys
and others receive information.
(6) The following systems, among others, ensure the appropriateness of business operations in therelevant stock company and the corporate group, which consists of its parent company andsubsidiaries:(i) A system regarding the reporting of matters pertaining to the execution of duties by directors,
executive officers, officers executing operations, or persons assigned to execute duties as
stipulated in Article 598, paragraph 1 of the Companies Act (collectively, “Directors, Etc.” in thefollowing paragraphs (iii) and (iv)) of subsidiaries of the relevant stock company to the relevant
stock company
The Company has established a system requiring any officers or employees of the Company
concurrently serving as directors or audit and supervisory board members of any Group
companies to inform and share Group company information with the Company.
At the same time, the Company has established a system whereby communication, reporting,and sharing of important matters, information sharing regarding whistleblowing matters, andreporting and information sharing of accounting irregularities and errors proceed between the
Company and the Group companies based on a vertical relationship specified in the relatedcompanies’ management regulations; provided, however, that confidential information regarding
any whistleblowers shall be protected and no whistleblower shall experience disadvantageous
treatment due to their whistleblowing actions.
In addition, the Company has established the Group Risk and Compliance Promotion
Committee, Group Audit Liaison Committee, and other organizations to oversee controls related
to various issues or major risks inherent to the Group. The internal auditing section under the
direct jurisdiction of the Audit and Supervisory Committee also performs audits that reflect theinterests of the entire Group and ensure the most effective appropriate information sharing andbusiness execution possible within the Group.
(ii) A system regarding management of risk of loss to be incurred by subsidiaries of the relevant
stock company
With regard to the key items and measures common to the Group as determined by theCompany, the Company shall compel Group companies to address the same and undertake risk
management specific to each subsidiary considering the size, characteristics, type of business,
etc., of each company.
(iii) A system to ensure that the duties of Directors, Etc., of subsidiaries of the relevant stockcompany shall be efficiently conducted27

As with the Company, each Group company establishes a system to ensure that the duties anddecision-making are efficiently and appropriately discharged, pursuant to the regulations of theBoard of Directors and other rules, duly accounting for the size, characteristics, type of business,and other aspects of the relevant company. For this purpose, each Group company deploys anaudit and supervisory board member system whereby executive officers implement businessexecution.
(iv) A system to ensure that the execution of duties by Directors, Etc., and employees of subsidiariesof the relevant stock company fully comply with laws, regulations, and the provisions of the
Articles of Incorporation
As practiced at the Company, the Company shall compel the Board of Directors of each Group
company to establish a compliance system to ensure compliance with the Group Principles andCodes, based on the importance of compliance with the laws, regulations and the basic policies
to ensure the fulfillment of social responsibilities by a company as a member of society.
(7) If the Audit and Supervisory Committee Members of a company with an Audit and Supervisory
Committee requests the assignment of employees to assist in their duties, matters related to such
employees; matters related to the independence of such employees from the directors (excluding
Audit and Supervisory Committee Members) of the company with an Audit and Supervisory
Committee; and matters related to ensuring the efficacy of instructions to such employees by the
Audit and Supervisory Committee of such company with an Audit and Supervisory Committee
An Audit and Supervisory Committee Office shall be established under the direct jurisdiction of the
Audit and Supervisory Committee. Employees belonging to the Audit and Supervisory Committee
Office shall assist in the duties of Audit and Supervisory Committee under the instruction of the Audit
and Supervisory Committee.
In principle, employees assisting in the duties of the Audit and Supervisory Committee shall beassigned exclusively to such duties and shall not be subject to instructions from or supervision by otherdirectors; provided, however, that under unavoidable circumstances, an employee may concurrently
serve as an employee on the executive side. Independence is crucial when such employee also
concurrently serves as an employee on the execution side. Appointment, dismissal, personnel transfer,
personnel evaluation, disciplinary action, revision of salary, etc., regarding the relevant employee
requires the prior approval of the Audit and Supervisory Committee.
(8) The following systems, among others, related to reporting to Audit and Supervisory Committee
Members of a company with an Audit and Supervisory Committee(i) A system whereby reports are made to Audit and Supervisory Committee Members of therelevant company with an Audit and Supervisory Committee by other directors, accounting
advisors, and employees of a relevant company with an Audit and Supervisory Committee
If any Directors excluding Audit & Supervisory Committee Members or employees of theCompany become aware of any material violations of laws and regulations or the provisions of
the Articles of Incorporation regarding the execution of duties or become aware of any facts of
misconduct or any facts that may result in significant damage to the Company, such Directors or
employees must inform the Audit and Supervisory Committee thereof without delay. The same
shall apply to any determination that may have material effects on the business or organizationand to the results of internal audits.
(ii) A system whereby reports are made to Audit and Supervisory Committee Members of therelevant company with an Audit and Supervisory Committee by the directors, accounting
advisors, audit and supervisory board members, executive officers, employees executing
business operations, persons assigned to perform the duties as stipulated in Article 598,
paragraph 1 of the Companies Act, persons equivalent to any of the foregoing, employees of thesubsidiaries of the relevant company with an Audit and Supervisory Committee, or any persons
who receive reports from the foregoing
If any directors, audit and supervisory board members, executive officers, employees of Group
companies, or any persons who receive reports from the foregoing become aware of material
violations of laws and regulations or the provisions of the Articles of Incorporation regarding theexecution of duties or become aware of any facts of misconduct or any facts that may lead tosignificant damage to the company, they must inform the Audit and Supervisory Committee of
the Company without delay. The same shall apply to any determination with the potential to havematerial effects on the business or organization and to the results of internal audits.

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Audit and Supervisory Committee Members of the Company shall strive to establish a system
based on a focus on Group management whereby audit and supervisory board members of theGroup companies shall serve as persons receiving the reporting from the business operation
execution side or an intermediary.
(9) A system to ensure that those who submit the reports set forth in the preceding item shall not bedisadvantageously treated due to such reports
Persons making the reports set forth in the preceding item shall not receive disadvantageous
treatment for any reasons connected to submitting such reports. Any such disadvantageous treatment
shall be subject to disciplinary action.
(10) Procedures regarding advance payment or reimbursement of expenses incurred pertaining to the
execution of duties by Audit and Supervisory Committee Members of a company with an Audit
and Supervisory Committee; other matters related to policies regarding the handling of expenses
and liabilities incurred in the execution of their duties
Upon the receipt of a request from the Audit and Supervisory Committee Members or Standing Audit
and Supervisory Committee Members, in accordance with internal regulations, the Company shall bear
all expenses incurred in relation to the execution of duties by Audit and Supervisory Committee
Members. Expenses, etc., incurred by outside advisors set forth in item (11) shall be included therein.
(11) A system to ensure that audits by Audit and Supervisory Committee Members of a company with
an Audit and Supervisory Committee are conducted effectively
The Representative Director shall hold periodic meetings with the Audit and Supervisory Committee
Members, and aim to facilitate communication and exchange of opinions regarding the Company’s
management, separate from reporting on business operations.
The Board of Directors ensures that the Audit and Supervisory Committee Members attend important
meetings for business operations to ensure the appropriateness of business.
The Audit and Supervisory Committee shall utilize outside advisors, including attorneys, certified
public accountants and others, independently and as necessary, and shall secure opportunities to receive
advice regarding the duties of the Audit and Supervisory Committee Members.

2. Basic Views on Eliminating Anti-Social Forces and Developing a System for Dealing
Therewith
To prevent the involvement of anti-social forces in the relevant company’s management, the Group
Code of Conduct specifies the elimination of such involvement. In addition, as part of overall Groupefforts, the Company and its Group companies incorporate an “elimination of anti-social forces
provision” into all agreements and perform reviews to determine whether business partners fall under
the definition of anti-social forces. The Group has established a system to ensure systematic andappropriate response to any contact with anti-social forces in cooperation with outside organizations,
including law enforcement and attorneys.

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V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not adopted

Supplementary Explanation on Applicable Items
The Company considers that striving for efficiency, soundness, and transparency for its corporate
management, as well as its acts of satisfying the expectations of stakeholders, will maximize its corporate
value and raise the total stock market value, thereby resulting in constituting the best possible antitakeover measure.

2. Other Matters Regarding Corporate Governance System, etc.
To improve corporate governance in the Company and the Group as a whole, the Company has
established a Group Risk and Compliance Promotion Committee, and deliberates and confirms any
problems occurring in constructing internal control for the management of the Group and the progress
thereof, and thus strive to maintain and improve the level of corporate governance.
In addition, the Group established a scheme for evaluating and reporting of the internal control system as
required under the Internal Control Report System Relating to Financial Reporting (the Japanese Versionof the “SOX Act”), as stipulated in the Financial Instruments and Exchange Act. The Group also
addressed inadequacies discovered in the course of these evaluations.
The Company will continue to strive to assure continuing trust/reliability in our financial reporting and tomaintain and develop our internal control system, taking into consideration issues such as improving
efficiency and securing soundness.

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Overview of Timely Disclosure System

Stock Exchange

TDnet registration

Contact Point for Disclosure
Information Handling Manager(Managing Director of Corporate
Planning Division)
ReportApproval/
Instruction

Corporate Planning Division
Investor Relations (IR) & Shareholder
Relations (SR) Department
Instructions fordisclosure

Controlling department of the Company relating to the relevant information
Approval/Instructions

Report/Consultation

SEGA SAMMY Group Companies

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