Chapter 6

Initiatives to Support Value Creation

The TBS Group’s Take on Sustainability
ESG Promotion System

Creating a Happy and Sustainable
Society Together
Achieving the social mission of media, and contributing to SDGs
The TBS Group is working as a media company together with companies, non-profit organizations, regional communities, and all stakeholders to build a wide range of partnerships, and together is building a happy and sustainable society. Within the Earth (E) on which we live and Society (S) in which we work, as a responsible company weare using Governance (G) to take a variety of management measures to provide wonderful “moments.”
Additionally, we will be more aware of the social mission of media, fulfilling our responsibility in being a starting point for influencing society.
Our actions target achieving our social development goals—the SDGs—which are self-imposed goals set byinternational society for 2030.
In June 2020, we also put in place a new “ESG Strategy” director, and a system to further promote ESG management.

TBS Group Medium-Term Management Plan 2023
“Focusing on recovery from the pandemic and sowing seeds for growth”

At TBS, our CSR Planning Department has been central to ourefforts towards sustainability. For the environment, we haveestablished the Energy-saving Promotion Committee. We arepromoting the rational use of energy, and continuing withactivities to promote measures to counter global warming.
In 2020, to achieve further Group growth and increased
corporate value, one board director takes responsibility for

ESG strategy, and one executive director takes charge of this.
The SDGs Planning and Strategy Department has also been
established in the President’s Office in order to promote
SDGs and ESGs throughout the Group as a whole.
We are building an organization to urgently promotesustainability management that addresses important ESG
issues across the whole TBS Group.

Important ESG issues during the period of the TBS Group
Medium-Term Management Plan 2023
Fulfill social mission and responsibilities as a media group■ Communicate facts fairly, accurately, and widely.

Amidst a flood of information, transmit information that is trustworthy

Be a society that protects peace, freedom, and human rights,
and that is a cornerstone of democracy■ Be a starting point for influencing society, mobilizing individuals, and driving society forward

To contribute to achieving 2030 SDGs, we are working with partners in a rangeof fields to put out information that leads to awareness and action
Implement phase 2 of the SDGs campaign “Week to Make the Earth Smile” from April to May 2021,
and work to continue and develop thisSafe and secure “information lifeline”

Core businesses

Growth strategies

Innovating
broadcasting

Implement EDGE
strategy

Protecting the environment

Disaster, emergency, and infectious disease
countermeasures

Energy conservation, renewable energy
Sustainable production and consumption
Biodiversity, bounty of the seas and of forests

Support mental and physical health
Food, sport, interchange

A fair society, respecting diverse
perspectives

Innovating broadcastingAs urgent issues during the period of thecurrent medium-term management plan, gain
next-generation viewers as part of innovating
broadcasting, gain next-generation viewers as part ofrebuilding social value in a way unique to TV, promoteCorethe optimal distribution and multiuse of production
businesses costs as part of rebuilding social value in a way
unique to TV, and strengthen JNN network affiliates

Connecting to the future

Remedying inequalities, gender equality,
respect for LGBT
Achieving a coexistence society with people
with disabilities
Work-life balance

Growthstrategies

To achieve VISION 2030 goals, give tangible
form to the EDGE strategy for distributing
content, and carry out measures tokickstart growth in the digital, overseas, live
entertainment, and lifestyle areas

Enhance intellectual training and education
Support youth social activities

Address environmental and social issues,and contribute to SDGs achievement

E

S

Strengthen governanceG
Effectiveness of Board of Directors

Diversity & inclusion■ Strategic investment for growth■ Enhance creative capabilities, and develop and recruit digitally-capable human resources■ Leverage competitive strengths through technologies

Management
infrastructure■ Enhance the corporate brand and foster a sense of unity■ Establish a foundation for growth through Group reorganization

Group governance
Solve global environmental
problems
Climate change, etc.

Workstyle reform,
human resources development

Reduction in cross-shareholdings
Ensuring information security■ Fulfill social mission and responsibilities as a media group■ Address environmental and social issues, and contribute to SDGs achievement

ESG management48

Responsibilities as broadcasters
and media

Risk management■ Strengthen governance

TBS Group Integrated Report 2021

TBS Group Integrated Report 2021

49

Chapter 6

Initiatives to Support Value Creation

Environmental Initiatives

E nvironment

Solve Global Environmental Problems“TBS Group Environmental Vision”
TBS created its TBS Group Environmental Vision in January 2007 declared that it would set and act in line with clear activities targets “so that we can pass this beautiful earth on to following generations,” a problem facing the whole world, and formulated its“Voluntary Environmental Action Plan.”
The “TBS Group VISION 2030” and “TBS Group Medium-Term Management Plan 2023” announced in May 2021 also set forth
our commitment to protecting the global environment and to working to resolve problems confronting it.

Wonderful “moments”
for the earth onwhich we live

Responding to climate change and decarbonization

TBS launched the Honeybee Project in 2011, and through activities such as beekeeping, honey collection, and interactive children’s classes together with the residents of Akasaka, is working for coexistence with nature throughout thecommunity.
Bees fly between and pollinate the innumerable flowers in the area, helping them fruit.
A single bee only produces one teaspoon (0.5g) of honey in its lifetime, but that tiny quantity brought to us withthe buzz of tiny wings has an exquisite value in that it sustains life, enriches nature, and brings nourishment to people.
Through these and other unique efforts, the TBS Group is working to contribute to the protection of the global
environment.

Business Environment

TBS Group Initiatives

Business Opportunities

Contributing to Social Issues

Increased awareness of
reducing environmental
impact, climate change,
and a decarbonizedsociety

Protecting the environment
Energy conservation, renewable energy
Sustainable production and consumption
Biodiversity, bounty of the seas and of forests• Create and provide content on
climate change and other environmental issues• Build environmental protection
partnerships together with companies, non-profit organizations, andlocal communities

Promote usage of renewable energy
The TBS Group has partnered with Minna-Denryoku Inc., andin December 2018 switched the Toda Transmitting Station,
the main AM broadcaster for TBS Radio AM, over to 100%
renewable energy.
In October 2019, the TBS Akasaka ACT Theater, Akasaka BLITZ, and the Akasaka Sacas Plaza all switched to 100%
renewable energy at the same time. The TBS Akasaka ACTTheater became the first large theater in Japan to be a 100%
renewable energy theater, and this uses blockchain technology to verify the origin of this power.
Furthermore, the TBS Midoriyama Studio will switch
over to 100% renewable energy in FY2021. This switch torenewable energy is being carried out using J-Credits thatcertify the origin of renewable electricity. J-Credits derived
from renewable energy generated from solar cells installed
on homes in Japan will be purchased through Minna-Denryoku Inc.
Using this system, the Midoriyama Studio will become
Japan’s largest 100% renewable energy studio, with 100%
renewable energy being used for studio filming of all TBS
dramas airing from April 2021 onwards.

Under the J-Credit system for renewable electricity, thegovernment certifies as credits the amount of greenhousegas emissions reductions from renewable energy. Under thisinitiative, we have managed to achieve zero-carbon, 100%
renewable energy by using J-Credits generated using solar
photovoltaic generation installed on houses.
The TBS Group will continue to study and promote usageof renewable energy.

<Collaboration with Minna-Denryoku Inc.>
Minna-Denryoku is an energy venture that sells renewable energy procured from around Japan using its own
electronic trading platform.
The company was the first to use blockchain technology to verify the origin of the power generated,
and its development of advanced technologies is garnering attention. In December 2020, Minna Denryoku
received the SDGs Chief’s Award (by Prime Minister)at the 4th “Japan SDGs Awards,” recognizing its outstanding achievements in attaining SDGs.

TOPICS

Risk Management

Requirements andexpectations forenvironmental impact
management in company
and group company
corporate activities
Environmental impact
management in companyowned real estate
Increased requirement
for environmental impact
management in the retailindustry
Difficulties with business
continuity occurring
because of environmental
factors50

TBS Group Integrated Report 2021

TBS Group Initiatives

Results and Indicators

Responding to climate change
and decarbonization■ Reduce CO2 emissions(at least 36% reduction over baseline
emissions*)• Promote usage of renewable energy• Reduce emissions of greenhouse gases
and CO2
Effective use of limited resources• Increase recycling rate
• Water consumption
Consideration of biodiversity• Honeybee ProjectIncreased awareness ofenvironmental issues• Increase awareness of environmental issues“Midoriyama Studio
100% Renewable Energy” and“HOUSE that Makes the Earth Smile”■ Promote energy-saving in company-owned facilities■ Reduce energy consumption■ Increase awareness of environmental
issues[HOUSE that Makes the Earth Smile]
In Summer 2021, “HOUSE that Makes the Earth Smile”
was opened as a new location that communicates SDG
initiatives in one part of Akasaka Sacas. In conjunction
with SDGs-related projects broadcast on TBS Television,
TBS Radio, and BS-TBS, TBS has held interactive exhibitsthat visitors can see and interact with. We will also holdonline and real-world workshops to provide visitors withthe chance to experience SDGs as something that theyown. The first of these exhibitions provides content withwhich children could use for free learning during theirsummer vacation. This includes learning about SDGs
using wisdom from life in the Edo period, as well as
learning the rules of para-sports and experiencing its
equipment (scheduled to run to November 2021).

■ Increase recycling rate
*CO2 baseline: average CO2 emissions over 3 years
from FY2002 to FY2004
As of FY2021, the Midoriyama Studio (Yokohama, Kanagawa Prefecture) where dramas are
filmed will move to 100% renewable energy[Midoriyama Studio][In-house garbage separation]

The huge 264,500 m2 Midoriyama
Studio using 100% renewableenergyThe “TBS Color Box” system makes separating
trash easier to understand. Leftovers fromlunches are used as livestock feed

TBS Group Integrated Report 2021

51

Chapter 6Media Content

Initiatives to Support Value Creation

Social Initiatives

S ociety

Responsibilities as broadcasters
and media
As a media company with a social mission, TBS fulfills different roles. As a cornerstone of democracy and of a societythat safeguards peace, freedom, and human rights, it also
acts as an information lifeline in the event of disasters occurring or when countermeasures against infectious diseases
are required.

Providing wonderful“moments” toall members of society

Diversity & inclusion(Workstyle reform, human resources development)

Promoting the TBS way of working

While fulfilling our responsibility as a media outlet, the TBS Group’s approach regarding society is to pose questions
about social issues, and to look for opportunities for their resolution.
The Group has an in-house university, TGU, at which everyone working as a part of TBS can experience a diverse
range of viewpoints and different values.
We have also established the in-house Hanasakasu Nursery School as a way to support employees who are raising children.
Business Environment

TBS Group Initiatives
Responsibilities as
Broadcasters and Media

Contributing to Social Issues

Business Opportunities

Gaining momentum
towards solving social
issuesBroadening diverse
partnerships, monetizing
Expectations ofrevitalization and healthy
development of regional
economies

Safe and secure “information lifeline”• Creating and providing content on
human rights, discrimination, andother social issues

Disaster, emergency, and infectious disease
countermeasures

Support mental and physical health• Promoting “co-cooperation innovation” with diverse partners

Food, sport, interchange

A fair society, respecting diverse perspectives
Remedying inequalities, gender equality,
respect for LGBT
Achieving a coexistence society with people
with disabilities
Work-life balance• Cultivating the “ability to solve
social issues” through nurturing,
intellectual training and education of the next generation

Connecting to the future

Increased necessity anddemand for information
lifelines given frequentdisasters

Risk Management

Health, safety, and job
satisfaction of company
workers and employees
Increasingly diverse
values and needs ofviewers, listeners, andcustomers
Health, safety, and job
satisfaction of business
partners (dispatch andproduction companies)
Heightened needfor strengthened
information
management systems

Enhance intellectual training and education
Support youth social activities• Promoting policies towards
developing human resources who
embody “TBS Quality”

TBS Group Initiatives

Results and Indicators

Enhanced information lifelines•B etter information dissemination and digitization at the timeof disasters
Human resources management

TBS Group Integrated Report 2021

■ Human resources management
Diversity & inclusion■ Fair content creation

Fair content creation•R eporting that is fair, just, accurate, and that respects diverse
values•G rasping and understanding the voices and needs of viewers,
listeners, and customers■ Appropriate business operations

Appropriate business operations•G uaranteeing human rights and working environments, andconsideration for staff dispatch and production companies

Ensuring diversity
In 2019, TBS established the Office of Diversity Promotion
within the human resources department. TBS is implementing career support training for female employees, seminars
targeting managers to help them develop female subordinates, training for managers who are supportive of subordinates who are raising children, and seminars to create aculture supportive of diversity (seminars on different types ofharassment, to promote LGBT understanding, etc.).
We are also promoting the development of an environment surrounding employment in which women can play anactive role. We have set a goal to increase the percentage ofwomen in management positions to 20% or more during thefive-year period of the plan (April 1, 2020 to March 31, 2025).
To this end, we are working to 1: carefully scrutinize promotion
decisions, 2: ensure training that has an awareness of diversity
and inclusion, and 3: create an environment in which employees who works while raising children can play an active role.
*Ratio of female managers at TBS Television: 13.5% (as of February 1, 2021)*Combined ratio of female employees at TBSHD and TV companies: 23.0% (as ofFebruary 1, 2021)

Appropriate business operations

Guaranteeing human rights and working
environments, and consideration for staff
dispatch and production companies
In response to dramatic revisions to the Worker Dispatching
Act in 2015, TBS has been improving the working environment through the establishment of a new Labor Support
Department to ensure better management of the dispatch
systems, which formerly came under the aegis of the Labor
Policy Department. We held seminars conducted by specifiedsocial insurance labor consultants to explain laws and regulations—in 2015 covering the dispatch licensing system, and in2020 covering equal pay for equal work (in the dispatch system). These garnered high praise from participants. TBS is alsoa member of the SDG Media Compact, a global movement
which seeks to advance SDGs. Towards achieving the 8th goal,
Decent Work, we are working every day to provide everyone
who works at the TBS Group with job satisfaction, training opportunities, and new work environments (teleworking, etc.).

• Increased ratio of female executives• Installation of unisex bathrooms, etc.

Diversity & inclusion• E nsuring diversity in the workplace and in decision-making (inparticular, increasing the ratio of women)• P romoting workstyle reform
Human Capital
P.42• Increased content and frequencyof trainings, higher participant
numbers• Manage production costs• Reduce total working hours■ Ensuring information security• Support for teleworking

Ensuring information security• T aking cyber security measures• P rotection of intellectual property
Intellectual Capital52• Preparations towards the openingof the Akasaka Entertainment City

We have designated and are promoting“T-Work,” a way of working unique toTBS in which people with diverse values
and ideas can work in concord to create
new value.
TBS Group University (TGU) is an in-house universitythat opened in 2018 as a venue for learning within the TBS
Group. This supports self-learning of everyone working with
the TBS Group, including temporary staff.
In collaboration with Hakuhodo and Hakuhodo DY Media Partners, in April 2018 we opened the Hanasakasu Nursery School to help employees raising children be able to return to work, contribute to their career plans, and contributeto local communities. This nursery is also open to the local
community, and its popularity means it is always at capacity.
We are constantly promoting T-Work not only amongst
TBS employees, but also temporary staff, the local community, and a range of other people.

P.44

Providing information to support people’s lives and livelihoods using a special website
during times of disaster

Reducing working hours using Mojiko, an AI-based transcription editor

TBS Group Integrated Report 2021

53

Chapter 6Media Content

Initiatives to Support Value Creation

Governance Initiatives
Shoichi Watanabe
Board Director

Tatsuo Sugai
Board Director

G overnanceTakashi Sasaki
President &Representative Director

Approach■ Restructure the Board of
Directors

Business Opportunities

Accelerate management
decision-making andensure transparency andfairness

Effectiveness ofBoard of Directors

Enhance the content value
by strengthening themanagement of groupcompanies
Foster the next generationof management■ Elect specially appointed
Executive Officers■ Reorganize 30 related
subsidiaries

Group governance(TBS SPARKLE, Inc., TBS GLOWDIA,
Inc., and TBS ACT, INC.)■ Introduce the Group Executive
Officer System

Dialogue with shareholders
and investors throughpositive IR activities

Reduction incross-shareholdings■ Review the purpose of holding
each issue by the Board of
Directors

Results and Indicators■ Independent Outside Director
accounting for one-third of
the Board of Directors■ Increase Independent
Outside Directors of
the Compensation and
Nomination Advisory
Committee■ Group Management
Efficiency■ Thorough Compliance

Makoto Haruta

Hitoshi Kashiwaki

Independent Outside Director

Independent Outside Director

Corporate Governance■ Take cyber security measures

Governance Topics
Elect specially appointed Executive Officers (Resolution by
the Board of Directors on October 1, 2020)
Specially appointed Executive Officers, whether full-time or■ Ideal Group Financial Results

Corporate Governance Structure (as of June 29, 2021)
General Meeting of Shareholders■ Approx. ¥32.4 billion
reduction by sales in FY2020

Nomination Advisory
Committee

Appointment /Dismissal

ReportingComprehensive Risk Management
Committee (Group)
Supervision

Investigation Order

Corporate Conduct Committee (Group)

Whistleblowing

Group Executive
Committee

Reporting

TBS Hotline
Internal Audit / Internal Control Assessment

Board of Standing
Directors

Reporting

Reporting

ReportingInternal Business / Accounting Audit■ Define and evaluate risk
management criteria

Coordination

Accounting Auditor

Reporting

Supervision■ BCP (Business Continuity Plan)

Reporting

Office of InternalBusiness Audit

President

Direction■ Compliance (prevention ofcorruption and fraud)

Coordination

Direction

Develop original personal
information protection system“hogwan” and “Secure Mail
Service”■ Comprehensive risk
management: internal audits
and reviews

Appointment / Dismissal

Recommendation

Auditing of Business Execution

Reporting

Risk management■ Protect personal information

Improvement ofInternal Control

Ensure accountability forfair stock market creation

Appointment /Dismissal

ReportingAppointment / Supervision

Reporting

Reporting

Prepare for a catastrophic
disasterConsultation

Recommendation

Board of Directors

Appointment

Reinforce information
securityCompensation Advisory
Committee

Board of Corporate Auditors■ Zero reports of serious
accidents, including leakageof personal information in
FY2020Supervision

Risk Management

Ensuring
information
security

Independent Outside Director

Coordination

Participate in ICT-ISAC
Create a dedicated in-house team
(TBS CSIRT)

Yosuke Yagi

part-time, were established to have them demonstrate theirsuperior capabilities by leveraging their specialized knowledge and abundant experience from outside the Company.
Reorganization of the Nomination & Remuneration Advisory Committee
Members include three Outside Directors as of January 2021
(Three Inside Directors, three Outside Directors; Chaired byan Outside Director).
Introduction of “Restricted Share-based Remuneration System” for Officers’ Compensation
The Board of Directors reviewed the Officers’ Compensation
System and resolved to introduce the “Restricted Share-based
Remuneration System,” which was approved at the 92nd Ordinary General Meeting of Shareholders. The system provides
incentives for Board Directors other than Outside Directorsof the Company to improve the continuous corporate valueof TBS, and aims to share greater value with shareholders. As
a result of the management restructuring in June 2020, we
have also introduced the system for Executive Officers.

Effectiveness of the Board of Directors
The Board of Directors of TBS HOLDINGS, INC. has transformed its
structure in 2020. Of the nine Board Directors, three are Independent Outside Directors. Each of Outside Directors has experiencein Corporate Management that differs from those with TV andRadio background, and excels in skills in Finance and Accounting,and in Organization and Human Resources. In addition to ensuring diversity of governance in this way, since 2021 we have evaluated the effectiveness of the Board of Directors, commissionedby an external organization. TBS HOLDINGS, INC. is a company
with a Board of Directors, an Audit & Supervisory Board, and an
Accounting Auditor, and has established a Nomination Advisory
Committee and a Remuneration Advisory Committee.

Consultation

Prevent complianceviolations and problems
related to content andbusiness execution

Board Director

Representative Director

TBS has a responsibility to contribute to the market economy growth as a listed company. And at the same time, as acertified broadcasting holding company with a limited number of broadcasters under its umbrella, TBS is the company
empowered with a high public mission.
Our basic approach to corporate governance is to improve the management efficiency of the Group and maximize
TBS’s corporate value, while fulfilling the social responsibility as a certified broadcasting holding company.

Issues

Masaya Chisaki

Chairman &Board Director

Toshiaki Kawai

Each moment to be a
responsible company

Business Environment

Shinji Takeda

Auditing of Internal Control

Business Execution Division of TBS and its Group Companies
Accounting Audit

54

TBS Group Integrated Report 2021

TBS Group Integrated Report 2021

55

Chapter 6

Initiatives to Support Value Creation

Corporate Officers (as of June 29, 2021)
Board Director

Position
Responsibility

Shinji Takeda

Takashi Sasaki

Toshiaki Kawai

Tatsuo Sugai

Shoichi Watanabe

Masaya Chisaki

Hitoshi Kashiwaki

Yosuke Yagi

Makoto Haruta

Chairman and
Board Director

President & Representative
Director

Representative Director

Board Director

Board Director

Board Director

Independent Outside
Director

Independent Outside
Director

Independent Outside
Director

Chair of Board of Directors

Office of Internal Business
Audit

Head of Competitive
Strategy

Head of ESG Strategy● Outside Director, ASICS● Representative Director,● Representative Director● Outside
Director,● Director,
ICMG Co., Ltd.
Head of Finance Strategy

Head of Growth Strategy

General Manager of MultiPlatform Media Division● Chairman & Director,

Concurrent position

TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Director,
StylingLife● President andRepresentative Director,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Executive Vice President

and Board Director,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Senior Managing

Director,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Managing Director,

TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Managing Director,

TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

Corporation

Matsuya Co., Ltd.

● Outside Director, Kewpie

Holdings Inc.

Corporation● Director, MBS Media

people first, Ltd.

● Chairman and Director,● Division
President of● Director, General● Division President ofManager ofManagement MediaDivision● President&

Representative Director● Chairman & Director,

TBS RADIO, Inc.

Inc.

● Auditor,
GE HealthcareJapan Corporation● Division
President, Head

Office of Sales Divisionof the Company● Adviser, Money Forward,

IWNC Inc., Ltd.

Holdings, Inc.

Biography

and CEO, betaCatalyst
Inc.

Finance Division of theCompany
Group Managerial
Planning Division● Division
President ofTechnology Division,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Division
President ofSales Division,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Division
President of

TV Production Division,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

● Division President of

Programming Division,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

President’s Office of theCompany● President&

Representative Directorof Recruit Co., Ltd.
(Current Recruit
Holdings Co., Ltd.)● Division President of

Administration Division● Division
President ofGroup Managerial
Planning Division of theCompany● Division President of● Division
President of● Director& GeneralManager of Human
Resource Department of
GE Yokogawa Medical
Systems Ltd. (current
GE Healthcare Japan
Corporation)● Outside Director of

Suntory Beverage &Food Limited

Division of Human
Resources and Labor● Director& Executive

Chairman of DeNA Co.,Ltd.

● Director of GE Japan Inc.
● Executive Officer& Executive Vice
President of JS Group
Corporation (current
LIXIL Corporation)● President &Representative Director,
BS-TBS, INC.

● President &Representative Director,
TOKYO BROADCASTINGSYSTEM TELEVISION,
INC.

Appointed as Director

June 2007

June 2015

June 2014

June 2015

June 2018

June 2018

June 2018

June 2020

June 2020

Number of shares held (as of March 31, 2021)

39,91239,75831,322

23,04912,705

15,198000Attendance at Board of Directors (FY2020)

13/13 (100%)

13/13 (100%)

13/13 (100%)

13/13 (100%)

13/13 (100%)

13/13 (100%)

13/13 (100%)

10/10 (100%)

10/10 (100%)
Ratio of Outside Directors
on the committee

Committee
Nomination Advisory Committee

○

○

○

○ (Chairman)

○

○

3/6

Compensation Advisory Committee

○

○

○

○ (Chairman)

○

○

3/6

○

○

○

○

Corporate management

Expertise
Corporate management○○

Business strategy

○

○

○

○

○

Business strategy○

Finance and accounting

○

ESG

○

Legal and compliance○

Organization and human resources○

Finance and accounting
ESG
Legal and compliance○

Organization andhuman resources

Corporate
AuditorPosition

Tomohiko Nishino

Tetsuya Ichikawa

Standing Statutory Auditor

Standing Statutory Auditor

Teisuke Kitayama

Mie Fujimoto

Auditor● Advisor,
Sumitomo

Mitsui Banking
Corporation

Auditor● Lawyer● Partner (lawyer), TMI

Associates

Somitsu Takehara
Auditor● Certified
Public

Accountant● Director & Chairman,

ZECOO Partners Inc.

56

TBS Group Integrated Report 2021

TBS Group Integrated Report 2021

57

Chapter 6

Initiatives to Support Value Creation

Overview of Corporate Governance System

Compliance

As a system to ensure that board directors’ duties are executed in an efficient manner, the Board of Directors meetsin principle once a month to make decisions regarding important company business, and to report important matters.
In addition, there is in place a Standing Officers Committee
which conducts discussions to assist the president in decision-making and company business. This comprises 10 fulltime board directors and executive officers (10 males) andmeets in principle once a week. This carries out advance discussions of agenda items for the Board of Directors’ Meetings,
and discusses execution policies for overall business management, including Group operations. Under this are the Budget
Committee and Loan Committee, and the Facility Planning
Committee. These consider budgets and investments for theCompany and the Group, and report these to the Standing
Officers Committee. The Compensation Advisory Committee
has been established as an advisory body for the Board of
Directors to discuss remuneration for Directors.
The Company has set up a system to ensure that the ex-

Basic Concept Regarding Complianceecution of duties by board directors is compliant with laws
and regulations and with our Articles of Incorporation. (1) It
has put forth its corporate philosophy so that the Group cangrow as the optimal corporate entity and formulated the“TBS Group Code of Conduct” which serves as a basic pledge
to be observed by all officers and employees. The Company
has set the “TBS Group Action Standards” as standards towards the concrete implementation of this charter, and weare working to ensure thorough compliance with these. (2)The company has formulated the “TBS Group Basic Policy on
Information Disclosure” and is ensuring timely and appropriate disclosure of information, thus striving to fulfill theGroup’s accountability. (3) In response to inquiries from theBoard of Directors, the Special Committee for Corporate Value Evaluation comprising Company outside directors, auditors, and outside experts considers the suitability of policies
aimed at maximizing corporate value, and reports the resultsof deliberations to the Board of Directors.

Group Governance

The TBS Group is a media company, and as such is aware of its
public mission, and is expected to act with high levels of ethics
and responsibility. In our corporate activities, as well as complying with laws and regulations and refraining from any wrongdoing, we are constantly striving to act in a fair and upright manner in order that we remain a trusted company. In our broadcast
content, we are working to improve our sense of ethics in orderthat we do not betray the trust of viewers and listeners.

Compliance system
As a core aspect of promoting compliance within the TBS
Group, a Compliance Office has been established under theCompliance Division that can provide employees and staff
with guidance as to how to prevent violations of laws andregulations, internal rules, ethics, and harassment. In theevent there is a problem with compliance, the department incharge works in collaboration with the Division of Human Resources and Labor, seeking advice from outside lawyers if necessary to promptly investigate the problem. There is in placea system to take measures as appropriate, including internal
disciplinary action, investigation of causes, and formulationof measures to prevent recurrence.

Internal Training and Seminars
The Division of Human Resources and Labor together with
the Compliance Department co-host compliance-related sem-

We have introduced the Group Executive Officer System forGroup companies with the aim of expeditiously implementing management strategies, and improving the effectivenessof their business execution. This fiscal year, the presidents ofsix core companies were appointed.
The Group Executive Committee of TBS Group has been
held twice a month since July 14, 2020, comprising directors

of TBS HOLDINGS, INC., Executive Officers responsible for theGroup and Group Executive Officers as a body for liaisingand consulting between companies, in order to supplement
the business execution of the President of TBS HOLDINGS,
INC. These meetings have been incorporated as a part of thecorporate governance system.

Overview of the “Policy on Responses to Takeover Bids for Company Shares”
At a TBS Board of Directors meeting held on February 28,
2007, the Company formulated a “Policy on Responses to
Takeover Bids for Company Shares.” At the ordinary general
meeting of shareholders held on June 28, 2007, this Policy
and its continued application were approved through theapproval of a majority of shareholders who were entitled toexercise their voting rights.
This policy was put in place in accordance with theCompanies Act and other corporate laws and regulations,
governmental guidelines issued by the Ministry of Economy,
Trade and Industry and the Ministry of Justice, and rules andregulations issued by the Tokyo Stock Exchange, and as a result of thorough consideration of the impact on shareholders’ rights and their exercising, and the impact of Company
shares on the market.
This policy is to be automatically renewed for a periodof three years unless there is a resolution to abolish it adopted at the ordinary general meeting of shareholders to beheld every three years.

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TBS Group Integrated Report 2021

An important feature of takeover defense measures
is that as long as a purchasing group which has the intent
to acquire shares representing 20% or more of the voting
rights complies with the policy, a general meeting of shareholders shall in principle be held prior to the implementation of any takeover defense measures (measures to countertakeover bids), and shareholders will be entrusted with thedecision as to whether or not to implement such measures.
However, if the Special Committee for Corporate Value
Evaluation, an advisory body independent of the Board of
Directors, evaluates and examines the takeover proposal
and recommends that the takeover defense measures not
be exercised, then said countermeasures will not be implemented without waiting for the General Meeting of Shareholders to be convened.
Details of the Policy on Responses to Takeover Bids for
Company Shares are available on the TBS company website.

inars for not only new Group employees but also mid-levelstaff and managers.

Heightened Broadcast Ethics
In producing programming, the TBS Group creates fair andwholesome content that neither violates the Broadcasting Act
and the broadcasting standards of the National Association ofCommercial Broadcasters in Japan, nor loses the trust of ourviewers. We are constantly working to improve broadcast ethics not just at production venues, but also through ongoing
discussions at internal committees and regular meetings.

Internal Reporting Systems
The TBS Hotline has been established in order to purge any
sort of fraudulent activity on the part of the TBS Group.
This can be used by not only employees and staff of the TBS
Group, but also former employees and business partners toreport any wrongdoing that they may become aware of.
Whistleblower confidentiality is maintained, and they may
not be subject to any disadvantageous treatment whatsoever. Points of contact are set up within the company, and also
at an external lawyer’s office.
Furthermore, separate to the TBS Hotline, the Personnel Department has set up a Harassment Desk which can respond toinquiries at any time regarding sexual harassment and power
harassment. If instances of harassment are found, then action
will be taken in accordance with employment regulations.

About TBS Broadcasting Standards
TBS recognizes its social responsibility and the public mission inherent to broadcasting. This mission is to fully utilize the characteristics of media to promote and enhance culture, and to contribute to the realization of a peaceful and democratic world, a
better social environment, a better global environment, and public welfare. Based upon the principle that the airwaves belong
to the people, TBS shall respect basic human rights and public opinion, maintain a fair position, and ensure its autonomy, thereby
upholding freedom of expression, enhancing the social benefits from advertising and publicity, and meeting the expectations andtrust of the populace. To this end, TBS will organize broadcast programming that meets the following standards.
1. Ensures close cooperation with a wide range of broadcast companies and related parties within Japan and abroad, strives toenhance the content of broadcasts, and works to achieve mutualinternational understanding.
2. Broadcast programming shall cover the fields of news, culture,
education, arts, entertainment, sports, and advertising, and shall
strike a good balance taking into consideration the characteristicsof the media and broadcasting time.
3. Respects the opinions of the Council of Program Practice, and ensures that broadcast programming is appropriate.
4. Always understands public opinion and viewer requests, and reflects these in broadcast programming.

9. Educational programming shall enlighten viewers, enhance theirknowledge, and serve as a source of information in real life, andwhen making determinations regarding social issues. Medical
and academic programming shall be accurate, in line with scientific evidence, and take a measured tone.
10. When broadcasting educational programming, ensures that thecontent is beneficial and appropriate for the target audience,and that it is systematic and continuous.
11. Arts, sports, and entertainment programming should provide
wholesome enjoyment to viewers, enrich their lives, and enhance their development.

5. Understands the intentions of advertisers, and strives to improvethe effectiveness of advertising.

12. Children’s programming should foster a healthy common sense
and a sense of aesthetics, and not include material that may havea detrimental psychological effect.

6. Ensures a fair position regarding political, economic, and othersocial issues, and when there are conflicting opinions, clarify positions from as many points of view as possible.

13. Advertising shall be truthful, be in accordance with applicablelaws and regulations, and have a sense of responsibility towards
viewers.

7. Does not broadcast content that is counter to social decency orgood morals.

14. If programming is revealed to be untruthful, this shall be promptly corrected or canceled.

8. News programs that are free from interference, that deal withfacts in an objective, accurate, and fair manner, and that leverage
the characteristics of the airwaves to exhibit mobility and rapidity.
There shall be a distinction between news and opinion programming.

15. In addition to as set forth in these standards, JBA BroadcastingStandards shall apply correspondingly.

TBS Group Integrated Report 2021

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Chapter 6

Initiatives to Support Value Creation

Risk Management
Group Internal Controls and Risk Management
In order to establish and promote the internal control system within the TBS Group, the Company has established the
TBS Group Corporate Action Committee chaired by the President in order to achieve appropriate and efficient businessexecution and to maintain and increase corporate value as acorporate group. The committee comprises the directors of
the Company and the Group, as well as outside committee
members (lawyers), and this is responsible for the following
matters.
1. Development, evaluation, and improvement of theinternal control system
2. Establishment of corporate ethics
3. Risk management and the promotion of appropriate
and effective business operations
4. Information disclosure system
5. Advising the Board of Directors for each Group company

Specific methods for risk management are overseen and promoted by the TBS Group Integrated Risk Management Committee which has been established as a subcommittee supervised by the TBS Group Corporate Action Committee. The
Integrated Risk Management Committee in principle meetssemiannually in April and November, and receives reports regarding risk management for that period.

Specific Methods for Risk Management
This committee identifies individual potential risks reported
from TBS HOLDINGS, INC. and Group companies and aggregates these based upon their degree of impact and their frequency with which these materialize. As well as working tovisualize risks, if a risk materializes, this makes efforts to control the risk by analyzing why this happened and putting inplace improvement measures within each department to prevent its recurrence. Through the steady application of these
efforts, the Group as a whole properly addresses these risks,
thus hoping to become an organization trusted by customers,
stakeholders, society, and our employees.

Main Risks
Risks for the Media Content Business·
Reliance on advertising revenue from terrestrial
television broadcasting, and the risk of domestic
economic fluctuations
Revenue from terrestrial television broadcasting isclosely linked to the business performance of advertisers as well as consumer sentiment, and a senseof economic uncertainty means that customers are
moving their advertising costs from fixed to variable
expenditures.

Competition Between Media/
Competition in Acquiring Content
In addition to terrestrial broadcasting, there is morewidespread use of satellite (BS and CS), cable TV, andonline streaming services, and competition for viewers’ disposable time is intensifying. Sports content isseeing skyrocketing broadcast fees, with increasingly
intense competition to acquire quality content.

The TBS Group plans, produces, and invests in movies as well as owning two theaters in Tokyo at which
it plans, produces, and invests in theatrical productions, etc., but there is a risk that business income
may fall short of as planned due to unexpectedchanges in social conditions.

Availability of Usage of Copyrights andOther Intellectual Property Rights
In addition to content for terrestrial broadcasting,
the TBS Group also develops content for satellite
broadcast and delivery. When doing so, the Group
gives full consideration to the rights of the various
copyright holders, however if we are unable to receive usage rights from the rights holder, there is
the risk of broadcasting being halted, or of us beingsued for damages.

We are converting the core equipment that supports
our broadcast and streaming businesses over to general-purpose equipment. Accordingly, there is the riskof data loss from damage to storage media, as well as
the unexpected failure of developed software. Largescale software development carries with it the risk of
unexpected increases in development costs.

TBS Group Integrated Report 2021

The speed of technical innovation as well as changes to consumer needs have accelerated in recent
years, and the technologies and systems that wehave developed may become obsolete beyond our
initial expectations. Accordingly, it may be necessary
to reinvest more than originally planned, and there
are risks of impairment of non-current assets and increased depreciation costs.

Security Risks
Cyber attacks are becoming more sophisticated andadvanced, and various systems are facing increased
security risks every year. There are risks that new
security threats may come to light requiring major
investment in countermeasures, or that personal information may be leaked.

Handling of Personal Information, etc.
The TBS Group holds a large amount of personal information, and given increasingly sophisticated andadvanced cyber attacks, there is a risk of its leakage
or unauthorized usage. We take great care in thehandling of this information, and implement advanced security measures.

Impact of Legal Regulations
TBS is regulated by the Broadcasting Act and otherlaws as a Certified Broadcasting Holding Company
as stipulated by the Broadcasting Act*. Additionally,
the television broadcast business is regulated by theRadio Act, the Broadcasting Act, and other laws andregulations.
*Under the Broadcasting Act, the Company may refuse to enter or record
any foreign nationals, etc., in the shareholders’ register if they willcomprise one-fifth or more of the Company’s voting rights. Furthermore,
if the total percentage of the Company’s shares held by such foreign
nationals, etc., will exceed 33% of the voting rights, then said foreign
nationals, etc., will not have voting rights for that excess portion.

Lifestyle Business Risks
Investment in and Return from Film andEvent Business

Risks of Data Loss and Increased Costs
Associated with Capital Expenditures

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Speed of Technical Innovation andChanging Needs

In addition to changes in consumer preferences andpurchasing behavior, skyrocketing distribution andproduction costs, the Lifestyle Business may also
suffer a decrease in profit opportunities as a resultof store closures or reduced operation hours, or ofa loss in inbound demand brought about by theissuance of emergency declarations because of the
spread of the COVID-19 pandemic.

Impact of the COVID-19 Pandemic
In addition to a significant decrease in advertising
revenue due to the COVID-19 pandemic, this also
had a major impact on the cancellation and postponement of production of programs, sports andother events, and sponsored events. The LifestyleBusiness was also significantly impacted in a rangeof ways, including restrictions on stores sales.

Real Estate Business Risks
The Group owns real estate for rent as well as otherassets. Due to the spread of infectious diseases, there
is a real possibility of a decline in profitability due tothe impact of tenant rent reductions or exemptions
resulting from facility closures and shortened hours.

Other Business Risks

Impact of Climate Change and Disasters
In the event of an actual or potential disaster, broadcasters are obligated under the Broadcasting Act toprovide information to prevent or mitigate damage.
The broadcast of special emergency news programs
should a disaster occur may cause scheduled advertising to be suspended, thus leading to a decrease
in revenue.

Changes in the market value of investment securities
may affect our business performance and financial
positions. In addition, investment securities with nomarket value are evaluated appropriately at the endof the fiscal year, however a deterioration in the performance of companies in which we invest meansthat impairment losses may affect business performance and financial position.

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Chapter 6

Initiatives to Support Value Creation

Dialogue Session Between Chairman andOutside Board Director
What is the level of governance at TBS?
Takeda Mr. Yagi, as you’vebeen involved with the management of many companies, including non-Japanesecompanies, how do you evaluate the extent of TBS’s governance?
TBS has a proper
Yagi
Nomination Committee and
Board of Auditors, which
provides a sense of formality, but to me discussions are more
important than formality. I feel TBS is conducting quality, substantial discussions, and therefore, the company has a highlevel of governance. I believe governance refers to the sounddevelopment of a company. Defensive governance, which
entails compliance and avoids illegal activities, is the basis.
However, I also personally feel there’s too much emphasis on
defense.
Seeing the current condition of fewer and fewer soundJapanese companies, I think TBS should probably put more
effort into “expansion.” I noticed that the TBS Group VISION

Yosuke Yagi

Shinji Takeda

Appointed independent outside Board Director of TBS HOLDINGS, INC. in June 2020
His main writings include Senryaku Jinji no Vision: Seido de Shibaru na, Story wo Katare(Vision for Strategic HR: Use Stories Rather Than Bureaucracy) and Mamori no Jinji Kara
Seme no Jinji he (Shifting from Defense HR to Proactive HR).

Chairman & Board Director, TBS HOLDINGS, INC.

In 2020, the TBS Group revamped its Board whereby one-third of its members are now outside directors aspart of its efforts to strengthen the Board’s effectiveness. At that time, incoming Outside Board Director,
Yosuke Yagi, and Chairman & Board Director, Shinji Takeda, sat down to discuss governance at TBS.

622030 and the TBS Group Medium-Term Management Plan
2023 have placed an emphasis on how to convey to stakeholders the message of perhaps not quite “proactive” but“we’d like to use these strengths of ours to further expand.”I believe it takes governance in doing so.
Takeda Are you saying that we should be more edgy if weare to focus on content as a group of creators?
Yagi Speaking of global expansion, this should not stopat taking Japanese-made content overseas, but rather more
actively appeal to the strengths and capabilities as Japanese
media. Don’t be satisfied with second best in viewer ratings;
always strive to be the best in Japan, but also realize there’s
the whole wide world ahead. Without this frame of mind,
TBS will not be able to embrace challenges.
As a in-house university, TBS Group University (TGU)(details on page 43) serves as a strong statement to show
intent of the company in terms of enhancing management
and governance. I believe people are the most important
intangible assets of a company. This comes across as a displayof intent to grow the comprehensive abilities of TBS, aside
from its financial assets.

The “people” and “top successor candidates” of TBS
Takeda What kind of people do you think are needed as successors to top management at TBS and each Group company?
Yagi No matter how much experience one has, if they do
only what’s told, they will not become someone who takes
the initiative on their own. I think the basis is thinking about
how to foster someone who has repeatedly asked themselves what they’d like to accomplish once they’ve reached
the top, and has come up with a resolution. I think TBS has

already taken off from that start line. Anyone would take ona challenge with over a 50% of success rate, but I think it isimportant to cultivate top candidates who possess a strong
conviction and decisive strengths to take on risks with only a
5% chance of success. I feel succession is having about threepeople in the candidate pool when it is time to replace thepresident. If TBS achieves this, it should be able to drastically
improve the quality of management.

TBS viewed from the outside and TBS viewed from the inside

Reasons for paying attention to brain science/AI and management

Takeda One year has passed since you were appointed Outside Board Director, Mr. Yagi. Has your view of TBS changed
during this time?
Yagi Yes, it has. I had a very flashy impression of the company since its part of the television industry, but since myappointment I’ve found that TBS is working diligently on anumber of things. I was surprised at the very serious discussions taking place. However, in terms of governance, I foundthat the company was very male-dominated with few women. Although, this is something that I expected.
Takeda This is one of our most important issues.
Yagi When you asked me (to become a Board Director) I
thought you were looking for a global viewpoint and I feellike TBS can globalize itself a little more.
Takeda I’m aware that our ratio of overseas sales is low evenafter adding StylingLife Holdings, Inc. to our corporate portfolio. We’ve held a number of discussions under TBS GroupVISION 2030 and cited “global” as one of the pillars of our
growth Strategies.

Takeda Mr. Yagi, I hear that you have become interested inbrain science lately.
Yagi That’s right. We are beginning to understand whenpeople feel motivated, and how to get more dopamine release as it comes with money, but also disappears fast. We arealso looking into how to handle and overcome unconscious
bias when it comes to promoting diversity and inclusion.
Besides brain science, I feel that companies won’t beable to thrive if it doesn’t incorporate what is known about
things like AI into the management. Companies are paying
attention to how to develop deep learning* and to apply it
in management. Some companies in the U.S. have alreadystarted this. While TBS utilizes AI for what it is good at, it isimportant to distinguish our management by identifying the

TBS Group Integrated Report 2021

Yagi When I lived abroad I found that there was a lack ofoptions in terms of Japanese broadcasters, so I felt like I wanted to change this situation. Today, Japan is losing its confidence, but more than three centuries ago Japan came up
with the concept of “sanpo-yoshi (three-way satisfaction),”which advocated benefits to the seller, buyer and local community. This shares similarities with the SDGs today. Japanesecompanies have good qualities that should be showcased to
the world and I really hope that TBS can pave the way in thefield of media.
Takeda Conversely, do you feel there are any “vestiges of abygone area” within TBS?
Yagi Having participated in board meetings, I feel like thediscussions are a little bland. The board is very diverse, so discussions should be livelier, more open and franker. Outside
Board Members contribute to discussions without hesitation,
so if we can communicate more effectively with Internal
Board Directors, it will be very beneficial in terms of governance.

values unique to people, as
something that AI cannot
achieve.
In this day and age, aleader cannot make decisions on their own. Therefore, it is important to develop a culture where each
employee focuses on thelatest happenings in theworld with a sense of curiosity and fosters open discussion
and communication. It is crucial for the leadership of each
person and the decision making from top management to
fit together well.

* Deep learning: The technology of automatically identifying features from a large amount of data by a computer without human manual processing. This is the corealgorithm of artificial intelligence (AI). Applications that apply to non-numerical data, such as image classification, voice recognition, object detection, and content
description, have been put into practical use in many fields, while research and implementation are also in progress in business.
This dialogue was conducted and recorded on Monday, May 17, 2021. The transcription is provided using Mojiko (details on page 45), an AI-voice recognition-basedtranscription system developed by TBS.

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