[Translation]

Corporate Governance Report
Last updated: July 5, 2024

TBS HOLDINGS, INC.
Ryujiro Abe, President & Representative Director
Contact: Corporate Secretary Department, General Affairs Division
Securities Code: 9401
https://www.tbsholdings.co.jp/
The corporate governance of TBS HOLDINGS, INC. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other
Basic Information

1. Basic Views [Updated]
As a listed company, the Company has a responsibility to contribute to the development of market economy.
We also have an important public mission as a certified broadcast holding company, with broadcasters under
our umbrella that are entrusted with the use of finite and valuable radio waves. At the same time, the Company
firmly recognizes its social responsibilities to transmit fair, honest and accurate information, to perform thefunction of social lifeline particularly at the time of disasters and emergencies as a broadcasting business. In
order to realize these social missions and maintain and improve our content production and development
capabilities, particularly in the broadcasting business, the Group’s employees and other human resources, aswell as the long-term relationships of trust with outsourcers, business partners, and other content supporters,
are extremely important management resources and constitute the source of the Company’s corporate value.
To maximize its corporate value and the common interests of shareholders, the Company must develop andstrengthen the sources of its corporate value from a medium- to long-term perspective. Based on thisrecognition, the Company considers that the basic policy for corporate governance is to endeavor to maximize
the corporate value of the Company and common interests of shareholders by seeking high quality of contents
created and the management efficiency at the same time.
In addition, the Company has formulated the TBS Group Activities Charter as a basic oath that all officers
and employees are required to uphold and also adopted the TBS Group Activities Standards as standards forthe realization of the Charter and is working to ensure full compliance with them. As such the Company strives
to strengthen the corporate governance to ensure that Directors perform their duties in accordance with thelaws and regulations and the Articles of Incorporation and their management judgment and business execution
are conducted in line with the above basic policy.
Corporate Governance Reports are also disclosed in English from December 2021.
https://www.tbsholdings.co.jp/en/-1-

[Translation][Reasons for Non-compliance with the Principles of Japan’s Corporate Governance Code][Principle 4-11. Preconditions for Board of Directors and Audit & Supervisory Board Effectiveness]
While the Board of Directors ensures diversity, covering aspects of gender, internationality, professional
experience, and age, pursuant to the provisions of the Broadcasting Act, the Company cannot appoint any
foreign national as Director.
[Disclosure Based on the Principles of Japan’s Corporate Governance Code] [Updated][Principle 1-3. Basic Strategy for Capital Policy]
The Company has adopted the basic strategy of maintaining necessary and sufficient shareholders’ equity,
aiming to accomplish an important public mission as a certified broadcasting holding company andsustainably enhance the corporate value and the shareholder value through business investments that
contribute to future growth and competitive business development.
Returning the Company’s profits to its shareholders is one of the significant managerial issues. As stated in
the “Change in Dividend Policy in Accordance with the Announcement of New Medium-Term Management
Plan” announced on May 14, 2024, following the announcement of the new medium-term management plan,
the “TBS Group Medium-Term Management Plan 2026,” the Company takes basic policies to implement
annual dividends on a stable and continual basis, raising a target of dividend payout ratio from the previous
30% to 40% of the consolidated profit. In addition, the Company is striving to enhance returning profits toshareholders through extra dividends and other means with improvement in business performance, etc. taken
into account.
In case profit significantly changes due to special causes, etc., the dividend amount is determined separately
with its impact and others taken into account.
Moreover, in addition to dividends, the Company will strive to return profits to its shareholders by flexibly
acquiring treasury shares with the total payout ratio in mind.
[Principle 1-4. Strategic Shareholdings]
The Company has been progressively reducing strategic shareholdings in accordance with Japan’s Corporate
Governance Code. The Company had sold strategic shareholdings totaling ¥153 billion over the six-year
period from FY2018 to FY2023. The Company plans to sell such stocks totaling more than ¥90 billion during
the three-year period from FY2024 to FY2026, the period of the “TBS Group Medium-Term Management
Plan 2026.” If the plan is executed, the cumulative proceeds from the sale of stocks over the nine years
beginning from FY 2018 will exceed ¥243 billion.
The Board of Directors examines whether or not it is appropriate to continue to hold the shareholdings on anannual basis, by comprehensively taking into account their economic rationale in terms of holding purposes,
status of relationship and capital cost. The Company classifies strategic shareholdings into three groups,
namely (1) Stocks that are essential for the purpose of core business strategies such as JNN affiliated stations
and advertising companies, (2) Stocks of business partners such as TV sponsors, and (3) Source of capital for
funding growth strategies. Stocks categorized in (1) and (2) are sold as appropriate if their significance ofholding has deteriorated. Stocks categorized in (3) are sold for funding strategic investments in a flexible
manner. In FY2023, the Board of Directors verified the strategic shareholdings in meetings held in Octoberand November, and the Company conducted the sale of stocks with proceeds amounting to approximately¥37.1 billion.
In exercising voting rights, while respecting the management policy of investees, the Company closely
examines the content of proposals and exercises voting rights appropriately from the viewpoint of whether or
not it contributes to enhancement of medium- to long-term corporate value. However, in the case where theCompany’s corporate value may be damaged, the case where any material violation of laws and regulations
is seen, or other cases, the Company will have a sufficient dialogue, including confirmation of intent of the
proposal, with the investee as needed, and make a careful judgment.
As the Company believes in the importance of having regular dialogue with investees, in FY2023, theRepresentative Director who is the head of financial strategy and Executive Officer in charge of financial
strategy conducted interviews with the representatives of 17 investees.
[Principle 1-7. Related Party Transactions]
Conflict-of-interest transactions with Directors are conducted after prior approval of the Board of Directors
is obtained in accordance with the Companies Act and the Regulations of the Board of Directors, and the-2-[Translation]
outcome is reported to the Board of Directors. In addition, transactions with officers and their close relatives
are confirmed regularly each year.
Transactions with related parties including major shareholders are to be conducted fairly in accordance with
the TBS Group Activities Standards, as is the case with general transactions.
[Supplementary Principle 2-4-1. Ensuring Diversity in the Appointment of Core Personnel, etc.]
The Group has identified diversity and inclusion as an S (social) issue in ESG management, and is working
on “respect for diverse values” and “advancement of diverse human resources.”
1) Promotion of female employees to managers
As of March 31, 2024, the percentage of female employees (excluding part-time employees) at Tokyo
Broadcasting System Television, Inc., our core subsidiary, was 24.2% of all career-track employees. As aresult of active recruitment in recent years, however, the percentage of female employees is higher inyounger age groups, with 31.6% in their 30s and 40.7% in their 20s. We have set a target of 20% or moreof female employees in management positions by the end of FY2025. Although the percentage was 16.0%
as of March 31, 2024, the number of managers has been increasing every year, and we will strive toward
our target of 20% by increasing the number of opportunities to appoint managers from younger
generations, where the percentage of female employees is higher.
2) Promotion of foreign employees to managers
Tokyo Broadcasting System Television, Inc., a core subsidiary, does not include nationality in its selection
criteria for both new graduates and mid-career hires, and recruits employees based on a fair assessmentof the individual’s abilities, aptitude and other factors. For management positions, we also place
importance on whether the person has appropriate skills and insights, and appoint people without
distinction of nationality or gender. For this reason, we have not set any specific target figures for theappointment of foreign employees to management positions.
3) Promotion of mid-career employees to managers
Tokyo Broadcasting System Television, Inc., a core subsidiary, is actively recruiting mid-career workers
to expand its pool of career personnel with specialized knowledge and abilities. We have consistently
hired approximately 10 specialists each year since FY2018 and are accelerating our recruitment of humanresources to promote the EDGE Strategy, with a significant increase of 24 in FY2021, 25 in FY2022 and29 in FY2023, and the number is expected to exceed 50 in FY2024. The percentage of career hires among
those promoted to management positions in FY2024 is 12.3%, also trending upwards, and the number of
appointments to key positions such as President of Division and Director of Department is also increasing.
Although we have not set any specific targets for appointments to management positions, we believe thatthe percentage will continue to increase in the future as we hire more career personnel with high skills to
realize the EDGE Strategy.
The Company’s “Human resource development policy and internal environment improvement policy toensure diversity and their implementation status” are publicly announced on the Company’s website.
TBS Sustainability
https://www.tbs.co.jp/TBS_sustainability/esg/society/
Securities Reporthttps://www.tbsholdings.co.jp/ir/library/statement.html
Other information on the status of implementation is provided on pages 75-85 of the TBS Group Integrated
Report 2023.
https://www.tbsholdings.co.jp/en/ir/report/[Principle 2-6. Roles of Corporate Pension Funds as Asset Owners]
As part of employee welfare benefits, the Company has introduced a defined contribution pension plan, andworks to provide education on the plan to employees periodically.
[Principle 3-1. Full Disclosure](1) Company objectives (e.g., management principles), business strategies and business plans-3-[Translation]
Management principles and business plans of the Company have been disclosed on its website.
TBS Group Activities Charter
https://www.tbsholdings.co.jp/about/governance/statement.html
TBS Group VISION 2030 and TBS Group Medium-Term Management Plan 2026
https://www.tbsholdings.co.jp/about/plan.html(2) Basic views and basic policies on corporate governance based on each of the principles of the CodeAs described in “1. Basic Views” of “I. Basic Views on Corporate Governance, Capital Structure, Corporate
Attributes and Other Basic Information” in this report.
(3) Board of Directors policies and procedures in determining the remuneration of the senior managementand directors
With regard to Directors’ remuneration, the following basic policy is adopted based on the report from theRemuneration Advisory Committee at the request of the Board of Directors.
・ The remuneration system shall secure and maintain talented human resources so as to enhance corporate
value and fulfill our public mission, and serve as a stable business foundation.
・ The remuneration system shall focus on the shareholders’ point of view and further share value withshareholders.
・ The determination process shall be objective and highly transparent through deliberation of theRemuneration Advisory Committee.
The system, level, structure, etc. of Directors’ remuneration are deliberated by the Remuneration Advisory
Committee at the request of the Board of Directors in accordance with the basic remuneration policy, anddetermined based on the report therefrom.
Directors’ remuneration is composed of base remuneration, performance-linked remuneration, and sharebased remuneration. Outside Directors independent from business execution only shall be eligible for the baseremuneration.
The Remuneration Advisory Committee, which has been established to improve objectivity of the proceduresfor determining Directors’ remuneration, consists of two Representative Directors, one Inside Director andfour Outside Directors.
(4) Board of Directors policies and procedures in the appointment/dismissal of the senior management andthe nomination of director and audit & supervisory board member candidates
Candidates for Directors (including President & Representative Director) are nominated as those with highbusiness execution skills capable of implementing management strategies, and understanding the Company’sbusiness characteristics with extensive experience and knowledge as a member of the top management.
Furthermore, those who are not involved in business execution but have an important role of supervising
Directors with high effectiveness are nominated as candidates for Outside Directors. The structural diversityof the Board of Directors and a good balance between business execution and supervision are taken into
account upon nomination.
For candidates for audit & supervisory board members, those with considerable knowledge of internal control
and diverse persons who are outside of the industry to which the Company belongs have been nominated.
Candidates for directors, including the President & Representative Director, are selected after deliberation by
the Nomination Advisory Committee, and candidates for audit & supervisory board members are selected
after obtaining the consent of the Audit & Supervisory Board, which is then decided by the Board of Directors
and proposed to the General Meeting of Shareholders.
In cases where it is objectively found appropriate that any Director, including the President & Representative
Director, is dismissed, such as due to violation of any laws and regulations, the Articles of Incorporation, etc.
by such Director, the dismissal is determined by the Board of Directors through deliberation of the Nomination
Advisory Committee, and proposed to the General Meeting of Shareholders.
(5) Explanations with respect to individual appointments/dismissals of the senior management andnominations of director and audit & supervisory board member candidates by the Board of Directors-4-[Translation]

It is provided in “Reference Materials” of the Notice of Convocation of the General Meeting of Shareholders.
[Supplementary Principle 3-1-3. Efforts for Sustainability]<Efforts for Sustainability>
In order to further strengthen and promote Group-wide efforts to realize a sustainable society, the Company
established the Sustainability Committee, chaired by the President & Representative Director and vice-chairedby the Director with responsibility for ESG strategy (currently the Chief Sustainability Officer, CSO), on
October 1, 2021, and formulated the “TBS Group Sustainability Policy” at a meeting of the Board of Directors
in November 2021.
In our Sustainability Policy, sustainability issues are grouped into four categories based on the E, S, and G
perspectives including solving environmental and social issues and respecting human rights and diverse
values, under the philosophy of building broad partnerships with all stakeholders and “working together” withthem “to create a happy and sustainable society,” defining the Group as a media company with a social
mission. With regard to the achievement of the SDGs, we will provide a wide range of content and services,
acting as a starting point for social action, and through broad-based partnerships, contribute to the realizationof a society full of hope where “no one is left behind.”
In addition, the Company has established policies and guidelines to ensure that human rights are respected in
all aspects of our corporate activities and to maintain a safe and secure work environment. Our “TBS Group
Human Rights Policy,” “TBS Group Human Capital Management,” “TBS Group Sustainable Procurement
Guidelines,” and “TBS Group Anti-Bribery and Corruption Policy” have been approved by the Board of
Directors.
The Sustainability Committee examines and implements specific measures for issues related to ESG and
SDGs, such as “climate change measures,” “human rights,” “labor,” “environment,” and “governance.”
Four working groups “Climate Change,” “Human Capital,” “Intellectual Property,” and “Wellness,” as well
as a “Human Rights Sub-committee” have been established under the Sustainability Committee with humanresources from throughout the company. The “Climate Change Working Group” will formulate concrete
action plans for reducing greenhouse gas emissions, energy conservation, and other measures aimed atrealizing a decarbonized society. The “Human Capital Working Group” will analyze the TBS Group’s humancapital to clarify our human capital management policy as one of our management strategies. The “Intellectual
Property Working Group” will identify and analyze the Group’s intellectual properties and intangible assets
to clarify the direction of our intellectual property strategy. The “Wellness Working Group” will promote thecreation of a fair working environment that is physically and mentally safe in which “diverse humanresources” can play an active role to help strengthen our health management. The “Human Rights Subcommittee” will take necessary measures to ensure that human rights are respected throughout of the Group’s
corporate activities in order to fulfill our social responsibility. It will carry out human rights due diligence toidentify potential human rights risks that may arise through business activities, prevent or mitigate such risks,and disclose information on a series of initiatives after assessing their effectiveness and efficiency.
The “Group Sustainability Liaison Conference,” consisting of TBSHD consolidated companies, aims to raiseawareness of sustainability throughout the Group in order to contribute to the sustainable growth of the Group,
to enhance corporate value, and to help solve social issues.
*TBSHD Sustainability website, “Sustainability Policy and System”
https://www.tbs.co.jp/TBS_sustainability/vision_goals/system.html
Sustainability initiatives are described on pages 37-39 and 87-92 of the TBS Group Integrated Report 2023.
https://www.tbsholdings.co.jp/en/ir/report/
In November 2021, the Company endorsed the recommendations of the TCFD (Task Force on Climate-related
Financial Disclosures) toward the realization of a decarbonized society. The Company have considered both
the risks and opportunities brought by climate change to the businesses in the future from the perspective of“strategy,” “risk management,” “governance,” and “indicators and objectives.” The Company published areport on these matters on our sustainability website on August 31, 2022, as well as a summary in ourIntegrated Report released on the same day.

-5-

[Translation]* TBS Sustainability website, Information Disclosure Based on TCFD Recommendations
https://www.tbs.co.jp/TBS_sustainability/report/#tcfd
The Company’s formulation of the “TBS Group Health Declaration” in February 2023 and its efforts topromote health management have been well received, and in March 2024, the Company and Tokyo
Broadcasting System Television, Inc. were recognized by the Ministry of Economy, Trade and Industry as oneof the “2024 Certified Health & Productivity Management Outstanding Organizations (White 500)” in thelarge enterprise category.
[Governance]
Recognizing that climate change is a key issue affecting its business activities, the Group has established the“Climate Change Working Group” as a subordinate organization of the “Sustainability Committee,” which ischaired by the President & Representative Director and vice-chaired by the Director who is Chief
Sustainability Officer (CSO). This working group considers and develops climate change-related goals, suchas decarbonization and energy efficiency improvements, and measures to achieve these goals, and the results
are consulted on with the “Sustainability Committee” meeting, which is held regularly (twice a year) anddeliberated by the Board of Directors. Going forward, the Company will continue to review its organizational
structure in order to speed up decision-making on policies, directions, and long-term goals related tosustainability, including climate change, and to strengthen its supervisory function.
[Strategy]
The Group reviewed the possible changes in the external environment and examined how they would affectboth the Company’s business operations and the Group’s stakeholders and value chain, on the aspects of bothrisks and opportunities under both the “4°C scenario,” in which priority is given to economic development
and global temperature rise, and its impact will continue to worsen, and the “1.5°C scenario,” in which theentire society will make a transformation toward decarbonization and succeed in curbing a rise in the global
temperature.
As a result, while the Company recognizes that strengthening policies towards a decarbonized society andchanges in the external environment, such as more severe weather-related disasters, may pose business risks
and the cost for environmental compliance will increase, it has concluded that responding to social
expectations and contributing to the acceleration of change may be opportunities for business and growth.
Going forward, the Company will strengthen the communication of information that contributes to the entire
society’s awareness of decarbonization by making use of the characteristics of media companies and serve asa starting point for moving society, while reinforcing the provision of disaster-related information to increase
the resilience of the entire society to intensifying natural disasters.
In relation to human rights, through the implementation of due diligence, we aim to build a healthy andsustainable environment not only within the Company but also with business partners. In addition, byprioritizing efforts in these highly important and high-impact areas, we are striving to ensure thoroughawareness and understanding of respect for human rights throughout the entire Group.
[Risk Management]
The Group has organized the TBS Group General Risk Management Committee under the TBS Group
Corporate Activities Committee, which is chaired by President & Representative Director, to understand andmanage important risks that could occur in the execution of business of the Group including climate-relatedrisks. Departments associated with climate-related risks sort out important risks in view of impact andprobability of occurrence, and determine a responding policy after analysis and assessment. The departments
make a report to the General Risk Management Committee in principle semiannually, in April and November.
As global warming countermeasures, the Company has been implementing various energy saving measure to
reduce greenhouse gas emissions, complying with laws and ordinances such as the Law Concerning thePromotion of Measures to Cope with Global Warming of the Ministry of the Environment and the Tokyo
Metropolitan Environmental Security Ordinance. These activities are reported to the Energy Saving
Promotion Committee, which is chaired by the officer in charge of general affairs, to manage the status of
implementing the measures, etc.
In November 2023, the Human Rights Sub-committee began human rights due diligence, and together with
our partners involved in content production, the Sub-committee is working on identifying human rights risks
mainly related to content production. Where risks are identified, mitigation and prevention measures will betaken after analyzing the causes, and a remediation mechanism established.

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[Translation][Indicators and Objectives]
As a first step toward setting and implementing goals toward making zero carbon a reality, which is one of
the Group’s materialities, we have achieved carbon neutrality at three major facilities in FY 2023: the TBS
Broadcasting Center, Akasaka Sacas Cultural Facility, and TBS Midoriyama Studio. The target of thisendeavor will be achieved for Scope 1 and 2 through further reduction of CO2 emissions and procurement of
renewable energy, among other measures. In addition to the Akasaka Sacas Cultural Facility (from 2019) andMidoriyama Studio (from 2021), which have already converted 100% of their electricity consumption to
renewable energy, our Head office and the Broadcasting Center, which functions as a studio, will also convert
their electricity consumption to renewable energy. This will allow nearly 70% of Tokyo Broadcasting System
Television, Inc.’s regular programs to be recorded in the studio and broadcast live with zero CO2 emissions.
Going forward, the Group as a whole will work to reduce its CO2 emissions by introducing energy
conservation initiatives and renewable energy and pursuing other measures to achieve carbon neutrality forthe entire Group. In addition, we will strive to strengthen BCP measures in response to intensifying natural
disasters.
By taking these steps, we will lead the way in promoting decarbonization measures, make leading
contributions to the creation of a decarbonized society by promoting the improvement of awareness about
global-scale climate change issues, decarbonization and strengthening of resilience of the entire society,innovation, and behavior change, and become a starting point for moving society utilizing our power of
information transmission as media.
Also regarding human rights, through continuing our due diligence efforts, which commenced in FY2023, we
will continue to develop mechanisms to identify, prevent, and mitigate human rights risks that arise in thecontent production process, not only for the Company but also for business partners.
In the event human rights risks become a reality, we plan to utilize an external service in response to theUnited Nations Guiding Principles on Business and Human Rights.
<Investment in Human Capital and Intellectual Property, etc.>
As a human resources strategy for the TBS Group, in the TBS Group Medium-Term Management Plan 2026,
we set forth “human capital, technology, and design” for human capital development. Specific measures
include recruitment of 300 experts and development of independent human resources for global success.
The characteristics and strengths of the TBS Group’s human resources (human capital) and specific details of
its human resources strategy are described on pages 75-85 of the TBS Group Integrated Report 2023.
The intellectual property that represents the TBS Group consists of two elements: a vast array of content
created beyond the boundaries of broadcasting, and the know-how, skills and proprietary technologies used
to create the content.
The characteristics and strengths of the TBS Group’s intellectual property (intellectual capital) and specificdetails of its intellectual property strategy are described on pages 61-70 of the TBS Group Integrated Report2023.
https://www.tbsholdings.co.jp/en/ir/report/[Supplementary Principle 4-1-1. Scope of Matters Delegated to the Senior Management]
Important management matters requiring a resolution of the Board of Directors and matters for reporting
concerning Directors’ performance of operations have been stipulated in the Regulations of the Board of
Directors. In addition, with regard to individual performance of operations, the scope of matters delegated has
been stipulated in the Regulations of the Executive Management Board and various rules.
[Principle 4-9. Independence Standards and Qualification for Independent Outside Directors]
Judgments are made based on the following criteria in addition to the independence standards of the Tokyo
Stock Exchange.
(1) Executive of a major shareholder who holds 10% or more of shares of the Company(2) Executive of a customer of which the ratio of actual sales to the Company’s consolidated net sales is 10%
or more(3) Executive of a network station of a core subsidiary[Supplementary Principle 4-10-1. Authority and Role of the Nomination Committee and Remuneration
Committee, etc.]-7-

[Translation]
As described in “II Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Supervision in Management, 1. Organizational Composition
and Operation, [Directors] Supplementary Explanation.”[Supplementary Principle 4-11-1. Views on Diversity in the Board of Directors, etc.]<Views on Balance of Knowledge, Experience and Ability, Diversity and Size of the Board of Directors as a
Whole>
From the perspective of speeding up management decision-making and ensuring transparency and fairness,four of ten Directors who make up the Board of Directors are Independent Outside Directors. The four Outside
Directors all have experience in “corporate management” and as “heads of departments” in operatingcompanies, excel in fields like “financial accounting,” “organizational human resources,” and “legal affairs
and compliance,” and have a wealth of experience and knowledge, thereby ensuring diversity andmultifacetedness.
<Combination of Skills, etc. Possessed by Directors>
With respect to the combination of skills, etc. possessed by Directors, the skills matrix is included as referencematerial for the proposal for the election of Directors in the Notice of Convocation of the 97th Ordinary
General Meeting of Shareholders of the Company.
https://www.tbsholdings.co.jp/en/ir/stakeholders/pdf/soukai97_en.pdf<Policies and Procedures for Appointment of Directors>
The policy for the appointment of Directors is as described in [Principle 4-11. Preconditions for Board of
Directors and Audit & Supervisory Board Effectiveness] and [Principle 3-1. Full Disclosure] (4) of this report.
As the procedures, candidates for Directors are reported to the Board of Directors following deliberation by
the Nomination Advisory Committee, which consists of seven persons including four Outside Directors, andthen determined.
[Supplementary Principle 4-11-2. Concurrent Positions Held by Directors and Audit & Supervisory Board
Members]
Important concurrent positions outside the Company of Directors and Audit & Supervisory Board Members(including candidates) are disclosed each year in disclosure documents such as “Business Report,” “Reference
Materials,” and “Securities Report.”[Supplementary Principle 4-11-3. Analysis and Evaluation of the Effectiveness of the Board of Directors]
The Company recognizes that it is important for the Board of Directors to fully fulfill its expected role andimprove its functions in order to sustainably enhance corporate value and maximize the common interests ofshareholders, and has been conducting self-evaluations of the Board of Directors in an effort to improve its
effectiveness.
To obtain a more objective perspective, in FY2020, the Company initiated an evaluation of the effectivenessof the Board of Directors with the support of a third-party institution. In FY2020, the Company conductedquestionnaires and individual interviews with each Director and audit & supervisory board member, withfurther questionnaires conducted in FY2021 and FY2022. In FY2023, the Company conducted questionnaires
with each Director and audit & supervisory board member, and the results were used as a basis for verifying
and reviewing the Board of Directors’ oversight of the progress and achievement of the “TBS Group VISION
2030” (VISION 2030) and the “TBS Group Medium-Term Management Plan 2023” (Medium-Term
Management Plan 2023). Based on the report of the third-party institution, the Board of Directors discussed
and evaluated its effectiveness.
[FY2023 Summary of evaluation]
As a result of the evaluation of the effectiveness of the Board of Directors, the Board of Directors confirmed
the following. The Company’s Board of Directors was deemed to be functioning properly and its effectivenesswas ensured.
(1) Size and composition of the Board of Directors
The size and composition of the Board of Directors are generally appropriate because it is recognized that thediversity of the Board of Directors is increasing and the quality of its deliberations has also increased.
(2) Management of the Board of Directors-8-[Translation]
Under the appropriate proceedings of the Board of Directors chairperson, each Director and audit &supervisory board member expresses their candid opinions, thereby ensuring that decisions are made basedon timely and appropriate information regarding the execution of business operations.
It is recognized that the most important management issue is the realization of VISION 2030, to which theBoard of Directors has been firmly fulfilling its roles and functions while ensuring effective supervision, in
addition to active discussions on matters such as growth strategies and capital policy for the achievement of
the Medium-Term Management Plan 2023 and the formulation of Phase 2 of VISION 2030, the “TBS Group
Medium-Term Management Plan 2026” (Medium-Term Management Plan 2026).
(3) Status of the Nomination Advisory Committee and Remuneration Advisory Committee
Regarding the size and composition of the Nomination Advisory Committee and the Remuneration Advisory
Committee, comprising a majority of Outside Directors, there is greater transparency and objectivity ensured
in discussions, and there is also communication occurring between the two advisory committees and the Boardof Directors.
Whilst both advisory committees are open and active in their deliberations, it is recognized that there is some
improvement regarding the provision of information for sufficient deliberations.
(4) Relationship with investors and shareholders
While the voice of the capital markets is appropriately reported to the Board of Directors and its content isused in Board of Directors deliberations, we will maintain ongoing dialogue with the capital markets to seek
their understanding regarding our growth strategies and capital policy, including shareholder return policy.
[Future challenges and policies based on the FY2023 evaluation]
Based on this effectiveness evaluation, we recognized the following issues as challenges to be addressed by
the Board of Directors in the future.
(1) Strengthening management and monitoring of progress on the Medium-Term Management Plan 2026
While strengthening the review and supervision of progress on the EDGE Strategy, including improvementsin the cost of capital and investments in growth, in line with VISION 2030 and the Medium-Term
Management Plan 2026, it is imperative that the Board of Directors engages in strategic discussions, andreview and oversight of progress on sustainability, especially focusing on human capital.
(2) Strengthening monitoring in administration of group business
It is imperative that the Board of Directors conducts regular group monitoring as a holding company, andconducts discussions on matters such as the rigorous distinction and clarification for the agile decision-makingof group companies, and the state of the portfolio.
(3) Deepening of the Nominating Advisory Committee and Compensation Advisory Committee
Through providing sufficient information to the Nominating Advisory Committee and the Compensation
Advisory Committee, the Committees continue to conduct deliberations on matters such as succession andverification of the compensation system, and share information through regular reporting of deliberations to
the Board of Directors.
(4) Fostering fuller dialogue and further understanding with investors
Explain to investors and shareholders the growth strategies set forth in the EDGE Strategy, together with thecapital policy and financial strategy that supports them, as quantitative and sustainable measures to enhance
corporate value.
[Supplementary Principle 4-14-2. Training Policy for Directors and Audit & Supervisory Board Members]
To newly appointed outside officers, the Company’s management principles, various regulations including
the Articles of Incorporations, and internal control/risk management systems are explained before they assume
the office. To newly appointed officers from the Company, the Company provides an opportunity to acquirenecessary knowledge on the role and responsibilities based on important laws and regulations including theCompanies Act upon assuming the office.
To incumbent Directors and Audit & Supervisory Board Members, the Company provides an opportunity toacquire and update necessary knowledge on the role and responsibilities.
[Supplementary Principle 5-1-1. Basic Views on Constructive Dialogue with Shareholders]
Recognizing that shareholders’ and investors’ understanding is necessary to achieve sustainable growth andenhancement of the corporate value of the Group, the Company intends to provide information to shareholders
and investors within reason and hold a dialogue with them.

-9-[Translation][Supplementary Principle 5-1-2. Policy for Promoting Constructive Dialogue with Shareholders](1) Overall dialogue with shareholders and investors is overseen by the Director who is the Chief Financial
Officer (CFO) and the Executive Officer who assists the Director.
(2) IR-related contact points and materials are handled by the Investor Relations Office, which cooperates
with the Finance Department, Corporate Development Department, and Corporate Secretary Department.
(3) In principle, results briefings are held twice a year (May and November) for analysts and investors in thepresence of the President & Representative Director, where the long-term vision and progress of theMedium-Term Management Plan are also explained.
(4) Any opinions or requests from shareholders and investors obtained through IR activities, etc., are reported
at meetings of the Board of Full-time Directors and Officers and the Board of Directors, as deemed
appropriate.
(5) In dialogues with shareholders and investors, insider information is managed appropriately in accordancewith internal regulations “Insider Trading Prevention Rules.”Status of Dialogue Between Management and Shareholders for the Previous Fiscal YearThe Investor Relations Office mainly handles IR activities, while the Directors and Executive Officers incharge of each department conduct dialogue depending on the content of the meetings and other matters.
In FY2023, the Company held quarterly meetings with more than 40 analysts from sell-side securities firms
and domestic and foreign institutional investors for a total of 150 meetings during the year. Apart fromfinancial results and business prospects, the face-to-face meetings included dialogue on the progress of TBS
Group VISION 2030 and TBS Group Medium-Term Management Plan 2023 Updated, as well as growthstrategies centered on content production. When explaining the financial results, we promoted new
disclosures, such as advertising revenue through streaming, paid streaming, business unit gross profits, andstrengthened qualitative explanations in order to make the content easier to understand. Small meetings
between institutional investors/analysts and the President & Representative Director, facility tours, etc., werealso held upon request.
The Representative Director who is the head of financial strategy and Executive Officer in charge of financial
strategy oversaw the SR activities in FY2023, and held face-to-face meetings with approximately 20 domestic
institutional investors, primarily engaged in passive management in charge of ESG and analysts in charge ofvoting rights. Opinions were exchanged on themes such as the results of voting rights exercised at the General
Meeting of Shareholders, policies regarding the reduction of strategic shareholdings and takeover measures,
capital cost management, and human capital. After the face-to-face meetings in FY2023, a questionnaire wassent to each investor, and the opinions and insights gathered from the questionnaire have been utilized invarious measures to enhance corporate value and reflected in the establishment of the Medium-Term
Management Plan, effective structure of the Board of Directors, and updates to the Integrated Report.
After the transition to the new executive structure in FY2024, the Director who is the Chief Financial Officer(CFO), and the Executive Officer who assists the Director are engaged in dialogue.
The contents of IR/SR activities are reported to the Board of Directors as necessary and are feedbacked andshared with the Board of Full-time Directors and Officers, the Board of Full-time Directors of the coresubsidiary, Tokyo Broadcasting System Television, Inc., and the Corporate Governance Committee acrossinternal divisions.
[Principle 5-2. Establishing and Disclosing Management Strategies and Management Plans][Response to Realize Management With an Awareness of Capital Costs and Share Price] In May 2021, theCompany announced “TBS Group VISION 2030,” the Group’s long-term management vision. Also, in May
2024, the Company announced the “TBS Group Medium-Term Management Plan 2026,” Phase 2 of theMedium-Term Management Plan, which is divided into three-year periods, and it is promoting management
based on those plans.
In the “TBS Group Medium-Term Management Plan 2026,” the Company aims to grow sustainably as acompany and enhance its corporate value in the medium to long term by continuing to actively make- 10 -

[Translation]
investments that advances the Company’s growth strategies for the TBS Group to evolve from a media group
to a content group, while fulfilling the Company’s social mission as a key news media outlet, expected toperform the function of a social lifeline. At the same time, the Company has clearly stated its policy to further
increase the return to its shareholders through such growth.
The two pillars of the growth strategies are “strengthening planning and production capabilities for content
IP” and “promoting global business,” and in terms of the growth investments to realize them, the Company
plans total investment of ¥160 billion, exceeding the actual results of the “TBS Group Medium-Term
Management Plan 2023” (total amount of ¥145.1 billion).
The Company is also steadily expanding shareholder returns based on serious consideration of changes in thecapital markets. In the “TBS Group Medium-Term Management Plan 2026,” the Company has clearly statedits policy of raising a target of dividend payout ratio from the previous 30% to 40% of the consolidated profit
and flexibly acquiring treasury shares with the total payout ratio in mind. As a result of those, the Company
plans shareholder returns totaling approximately ¥60 billion (the actual result for the period of the “TBSGroup Medium-Term Management Plan 2023” is approximately ¥44 billion.)
As stated above, for purposes of securing financial sources of capital for growth investments, and expanding
shareholder returns as well as compliance with the Corporate Governance Code and balance sheet
improvement, the Company has steadily carried out sales of strategic shareholdings. During the period of the“TBS Group Medium-Term Management Plan 2026,” the Company plans to sell a total amount of ¥90 billion
or more of strategic shareholdings (the actual result during the period of the “TBS Group Medium-Term
Management Plan 2023” is approximately ¥81.4 billion).
Through such growth and financial strategies, the Company aims to improve return on capital, and in the“TBS Group Medium-Term Management Plan 2026,” the Company clearly states that it aims to achieve ROIC
of 5% or more by FY2030.
Further, the TBS Group VISION 2030 and TBS Group Medium-Term Management Plan 2026 are available
on the Company’s website.
https://www.tbsholdings.co.jp/about/plan.html- 11 -

[Translation]

2. Capital Structure
Foreign Shareholding Ratio

From 10% to less than 20%[Status of Major Shareholders] [Updated]
Name

Number of Shares Owned(Shares)

Shareholding Ratio(%)

The Master Trust Bank of Japan, Ltd. (Trust
Account)

14,514,600

8.78

The Master Trust Bank of Japan, Ltd.
(Pension Account-Pension Trust Account heldfor DENTSU INC.)

9,310,500

5.63

MBS MEDIA HOLDINGS, INC.

8,848,100

5.35

Mitsui Fudosan Co., Ltd.

5,713,728

3.45

NTT DOCOMO, INC.

5,713,000

3.45

Nippon Life Insurance Company(Standing proxy: The Master Trust Bank ofJapan, Ltd.)5,006,235

3.03

STATE STREET BANK AND TRUSTCOMPANY 505001(Standing proxy: Mizuho Bank, Ltd.)4,317,555

2.61

BIC CAMERA INC.

4,190,000

2.53

Kodansha Ltd.

3,771,200

2.28

Custody Bank of Japan, Ltd. (Trust Account)

3,556,300

2.15

Controlling Shareholder (except for Parent
Company)–

Parent Company

N/A

Supplementary Explanation–

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange
Prime Market

Fiscal Year-End

MarchType of BusinessInformation & Communication

Number of Employees (Consolidated) at Endof the Previous Fiscal Year

1,000 or more

Net Sales (Consolidated) for the Previous
Fiscal Year

From ¥100 billion to less than ¥1 trillion

Number of Consolidated Subsidiaries at Endof the Previous Fiscal Year

From 10 to less than 50- 12 -

[Translation]

4. Policy for Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder–

5. Special Circumstances Which May Have Material Impact on Corporate Governance–- 13 -

[Translation]

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Supervision in Management
1. Organizational Composition and Operation
Organization Form

Company with Audit & Supervisory Board Members[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation [Updated]

14

Term of Office Stipulated in Articles ofIncorporation

1 yearChair of Board of Directors

Chairman (excluding the case where the person
concurrently serves as President)

Number of Directors

10

Appointment of Outside Directors

Appointed

Number of Outside Directors

4

Number of Independent Officers Designatedfrom among Outside Directors

4Outside Directors’ Relationship with the Company (1)NameAttributeHitoshi Kashiwaki

From another company

Yosuke Yagi

From another company

Makoto Haruta

From another company

Natsuko Takei

From another company

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category; and“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category; and“▲” when a close relative of the director fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryb. Non-executive director or executive of the parent of the Company
c. Executive of a fellow subsidiary of the Company
d. Party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as a director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)h. Executive of a client or supplier of the Company (which does not correspond to any of d., e., or f.) (thedirector himself/herself only)
i. Executive of a corporation to which outside officers are mutually appointed (the director himself/herself
only)
j. Executive of a corporation that receives a donation from the Company (the director himself/herself only)- 14 -

[Translation]k. OtherOutside Directors’ Relationship with the Company (2)Name

Hitoshi Kashiwaki

Yosuke Yagi

Designation as
Independent
Officer○○

Supplementary
Explanation of theRelationship

Reasons for Appointment–

Mr. Kashiwaki has extensive experienceand a high degree of knowledge as amember of the top management of an
operating company. As he has offereduseful opinions, suggestions, etc. to the
management of the Group, theCompany has determined that he iswell-qualified for the position of
Outside Director of the Company.
In addition, since he meets theindependence requirements set by the
Tokyo Stock Exchange and the
independence standards for Outside
Directors established by the Company,
the Company has judged that there is no
possibility of conflict of interest arisingwith general shareholders anddesignated him as Independent Officer.

–

Mr. Yagi has extensive experience and ahigh degree of knowledge as the head ofhuman resources strategy and a memberof the top management of an operatingcompany. As he has offered useful
opinions, suggestions, etc. to the
management of the Group, theCompany has determined that he iswell-qualified for the position of
Outside Director of the Company.
In addition, since he meets theindependence requirements set by the
Tokyo Stock Exchange and the
independence standards for Outside
Directors established by the Company,
the Company has judged that there is no
possibility of conflict of interest arisingwith general shareholders anddesignated him as Independent Officer.

- 15 -

[Translation]

Name

Makoto Haruta

Natsuko Takei

Designation as
Independent
Officer○○

Supplementary
Explanation of theRelationship

Reasons for Appointment–

Mr. Haruta has extensive experienceand a high degree of knowledge as thehead of financial strategy and a memberof the top management of an operatingcompany. As he has offered useful
opinions, suggestions, etc. to the
management of the Group, theCompany has determined that he iswell-qualified for the position of
Outside Director of the Company.
In addition, since he meets theindependence requirements set by the
Tokyo Stock Exchange and the
independence standards for Outside
Directors established by the Company,
the Company has judged that there is no
possibility of conflict of interest arisingwith general shareholders anddesignated him as Independent Officer.

–

Ms. Takei has extensive experience anda high degree of knowledge as the headof legal affairs and compliance at an
operating company. As she is expected
to offer useful opinions, suggestions,etc. to the management of the Group,
the Company has determined that she iswell-qualified for the position of
Outside Director of the Company.
In addition, since she meets theindependence requirements set by the
Tokyo Stock Exchange and the
independence standards for Outside
Directors established by the Company,
the Company has judged that there is no
possibility of conflict of interest arisingwith general shareholders anddesignated her as Independent Officer.

- 16 -

[Translation][Voluntary Committees]
Voluntary Establishment of Committee(s)Equivalent to Nomination Committee orRemuneration Committee

Established

Committee’s Name, Composition, and Chairperson’s Attributes
Committee Equivalent toNomination Committee
Committee’s Name

Nomination Advisory Committee

Committee Equivalent toRemuneration Committee
Remuneration Advisory Committee

Total Committee Members

7

7

Full-time Members

00Inside Directors

33Outside Directors

44Outside Experts

0

0

Other

0

0

Chairperson

Outside director

Outside director

Supplementary Explanation [Updated]
The Nomination Advisory Committee consists of seven members, including four Independent Outside
Directors, and its members are selected by resolution of the Board of Directors. As for the composition of thecommittee, a majority of the members shall be Outside Directors, and the committee is chaired by an Outside
Director to ensure its independence and objectivity as a committee. The Nomination Advisory Committee
holds a meeting regularly and as necessary, deliberates on appointment and dismissal of Directors andPresident & Representative Director from an objective and fair standpoint at the request of the Board of
Directors, and makes recommendations to the Board of Directors.
In addition, the committee discusses a succession plan for President & Representative Director and thesituation of training of a candidate, and reports the results to the Board of Directors as appropriate.
(Members of Nomination Advisory Committee)
Chairperson: Hitoshi Kashiwaki, Director (Outside Director)
Members: Yosuke Yagi, Director (Outside Director), Makoto Haruta, Director (Outside Director), Natsuko
Takei, Director (Outside Director)
Ryujiro Abe, President & Representative Director, Masamine Ryuho, Vice President andRepresentative Director, Yasushi Gemba, Managing Director
The number of meetings held in FY2023 is five (the number of meetings held in FY2022 is four), and all themembers attended the committee meetings held.
Ms. Natsuko Takei was appointed as a member of the Nomination Advisory Committee on June 29, 2023.
Mr. Ryujiro Abe, Mr. Masamine Ryuho, and Mr. Yasushi Gemba were appointed as members of theNomination Advisory Committee on June 27, 2024.
The Remuneration Advisory Committee consists of seven members, including four Independent Outside
Directors, and its members are selected by resolution of the Board of Directors. As for the composition of thecommittee, a majority of the members shall be Outside Directors, and the committee is chaired by an Outside
Director to ensure its independence and objectivity as a committee. The Remuneration Advisory Committee
holds a meeting regularly and as necessary, deliberates on the system and level of Directors’ remuneration of
the Company from an objective and fair standpoint at the request of the Board of Directors in accordance withthe policy established by the Board of Directors, and makes recommendations to the Board of Directors.
(Members of Remuneration Advisory Committee)
Chairperson: Hitoshi Kashiwaki, Director (Outside Director)- 17 -

[Translation]
Members:

Yosuke Yagi, Director (Outside Director), Makoto Haruta, Director (Outside Director), Natsuko
Takei, Director (Outside Director)
Ryujiro Abe, President & Representative Director, Masamine Ryuho, Vice President andRepresentative Director, Yasushi Gemba, Managing Director
The number of meetings held in FY2023 is three (the number of meetings held in FY2022 is three), and all
the members attended the committee meetings held.
Ms. Natsuko Takei was appointed as a member of the Remuneration Advisory Committee on June 29, 2023.
Mr. Ryujiro Abe, Mr. Masamine Ryuho, and Mr. Yasushi Gemba were appointed as members of theRemuneration Advisory Committee on June 27, 2024.

[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles ofIncorporation

5

Number of Audit & Supervisory Board Members

5

Cooperation among Audit & Supervisory Board Members, Accounting Auditor and Internal Audit
Department
Audit & supervisory board members maintain close cooperation with KPMG AZSA LLC, the Accounting
Auditor, by holding a regular meeting with the firm and other means, and proactively exchanges opinions andinformation, working to conduct efficient audits. Audit & supervisory board members receive a summary ofaudit plan from the Accounting Auditor and reports on risk assessments, etc. on internal controls related tofinancial reporting as well as explanation on priority items to be audited and others, and exchange opinions.
Standing statutory audit & supervisory board members and the Internal Audit Division, an internal audit
department, hold a meeting every two weeks in principle to share information on development andimplementation of internal controls. Outside audit & supervisory board members will receive reports on
matters to be audited from the Internal Audit Division as needed.
In addition, the Audit & Supervisory Board regularly receives reports on an annual audit plan, the results ofimplemented internal audits, etc. from the Internal Audit Division.
Appointment of Outside Audit & Supervisory
Board Members

Appointed

Number of Outside Audit & Supervisory Board
Members3

Number of Independent Officers Designatedfrom among Outside Audit & Supervisory Board
Members [Updated]2

Outside Audit & Supervisory Board Members’ Relationship with the Company (1) [Updated]

Name

Relationship with the Company*

Attribute

Mie Fujimoto

From another company

Masahiko Oshima

From another company

Junko Kogayu

From another company

a

b

c

d

e

f

g

h

i

j
△

* Categories for “Relationship with the Company”- 18 -klm

[Translation]* “○” when the audit & supervisory board member presently falls or has recently fallen under the category; and“△” when the audit & supervisory board member fell under the category in the past
* “●” when a close relative of the audit & supervisory board member presently falls or has recently fallen under
the category; and“▲” when a close relative of the audit & supervisory board member fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaryc. Non-executive director or executive of the parent of the Company
d. Audit & supervisory board member of the parent of the Company
e. Executive of a fellow subsidiary of the Company
f. Party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as a director
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)
j. Executive of a client or supplier of the Company (which does not correspond to any of f., g., or h.) (theaudit & supervisory board member himself/herself only)
k. Executive of a client or supplier of the Company (which does not correspond to any of f., g., or h.) (theaudit & supervisory board member himself/herself only)
l. Executive of a corporation to which outside officers are mutually appointed (the audit & supervisory board
member himself/herself only)
m. OtherOutside Audit & Supervisory Board Members’ Relationship with the Company (2) [Updated]

Name

Mie Fujimoto

Designation as
Independent
Officer○

Supplementary
Explanation of theRelationship

Reasons for Appointment
Ms. Fujimoto has extensive experienceand a high degree of knowledge as alawyer specialized in corporate legal
affairs. Although she has no experience
being involved in corporate
management by means other thanserving as an outside officer, for theabove reason, she is expected to offer
valuable opinions and comments to the
management of the Group from an
objective standpoint. Therefore, theCompany has determined that she can
execute the duties as its outside audit &supervisory board member
appropriately.
In addition, since she meets theindependence requirements set by the
Tokyo Stock Exchange, the Company
has judged that there is no possibility ofconflict of interest arising with generalshareholders and designated her as
Independent Officer.

–- 19 -

[Translation]

Name

Designation as
Independent
Officerj. He is an advisor of
Sumitomo Mitsui
Banking Corporation,and served as executive(Deputy Chairman) in
the past (until March
2024). The Company
has ordinary banking
transactions with thesaid company.

Masahiko Oshima

Junko Kogayu

Supplementary
Explanation of theRelationship○

Reasons for Appointment
Mr. Oshima has extensive experienceand high degree of knowledge as amember of the top management of afinancial institution, and has
considerable knowledge of finance andaccounting. He is expected to offer
valuable opinions and comments to the
management of the Group from an
objective standpoint. Therefore, theCompany has determined that he canappropriately execute the duties as its
outside audit & supervisory board
member.
Ms. Kogayu has extensive experienceand high degree of knowledge as acertified public accountant and tax
accountant, and has considerable
knowledge of finance and accounting.
Although she has not been involved incorporate management by other means
than serving as an outside officer, forthe above reason, she is expected tooffer valuable opinions and comments
to the management of the Group froman objective standpoint. Therefore, theCompany has determined that she canappropriately execute the duties as its
outside audit & supervisory board
member.
In addition, since she meets theindependence requirements set by the
Tokyo Stock Exchange, the Company
has judged that there is no possibility ofconflict of interest arising with generalshareholders and designated her as an
Independent Officer.

–[Independent Officers]
Number of Independent Officers [Updated]

6

Matters relating to Independent Officers
The Company designates outside officers qualified to be Independent Officers as such.
[Incentives]
Implementation of Measures to Provide
Incentives to Directors

Performance-linked remuneration- 20 -

[Translation]
Supplementary Explanation
Directors’ remuneration is composed of base remuneration, performance-linked remuneration, and sharebased remuneration. Outside Directors independent from business execution only shall be eligible for the baseremuneration.
The performance-linked remuneration shall be a variable monetary remuneration. As an annual incentive
remuneration, performance-linked remuneration shall be determined by the Board of Directors following aqualitative assessment of the level of achievement of the numerical target for consolidated operating profit
under the Medium-Term Management Plan and achievement status of the strategic divisions each Director is
responsible for, and deliberation by the Remuneration Advisory Committee, with the aim of motivating
Directors to achieve good single-fiscal-year performance.
Share-based remuneration is a variable share-based remuneration. As a long-term incentive remuneration
linked to stock price, restricted shares are annually issued to motivate Directors to enhance the medium- tolong-term shareholder value and to share value with shareholders.
Recipients of Share Options
Supplementary Explanation–[Director Remuneration]
Disclosure of Individual Directors’ Remuneration

No individual disclosure

Supplementary Explanation
The Company has a policy of disclosing Directors’ remuneration in the Business Report and others inaccordance with laws and regulations, etc.
Policy for Determining Remuneration Amounts
or Calculation Methods Thereof

Established

Disclosure of Policy for Determining Remuneration Amounts or Calculation Methods ThereofWith regard to Directors’ remuneration, the following basic policy is adopted based on the report from theRemuneration Advisory Committee at the request of the Board of Directors.
・ The remuneration system shall secure and maintain talented human resources so as to enhance corporate
value and fulfill our public mission, and serve as a stable business foundation.
・ The remuneration system shall focus on the shareholders’ point of view and further share value withshareholders.
・ The determination process shall be objective and highly transparent through deliberation of theRemuneration Advisory Committee.
The system, level, structure, etc. of Directors’ remuneration are deliberated by the Remuneration Advisory
Committee at the request of the Board of Directors in accordance with the basic remuneration policy, anddetermined based on the report therefrom.
Directors’ remuneration is composed of base remuneration, performance-linked remuneration, and sharebased remuneration. Outside Directors independent from business execution only shall be eligible for the baseremuneration.

- 21 -

[Translation]
The base remuneration, representing the basis of remuneration, shall be a fixed monetary remuneration. Baseremuneration shall be determined for each Director as a monthly remuneration with matters such as title,
strategic division they are responsible for, and change in business environment taken into account. The
remuneration is paid on a monthly basis.
The performance-linked remuneration shall be a variable monetary remuneration. As an annual incentive
remuneration, performance-linked remuneration shall be determined by the Board of Directors following aqualitative assessment of the level of achievement of the numerical target for consolidated operating profit
under the Medium-Term Management Plan and achievement status of the strategic divisions each Director is
responsible for, and deliberation by the Remuneration Advisory Committee. The remuneration shall be paidwith the aim of motivating Directors to achieve good single-fiscal-year performance.
The contents of the said performance indicators and the reason for selecting them is to motivate Directors toachieve good single-fiscal-year performance and continuously enhance corporate value, adequately sharing
the profits with shareholders.
With regard to share-based remuneration, as a long-term incentive remuneration linked to stock price,
restricted shares are annually issued to motivate Directors to enhance the medium- to long-term shareholder
value and to share value with shareholders.
Based on the delegation of authority resolution by the Board of Directors, determination of remuneration
amount, etc. for each individual Director in the Company is to be made by President & Representative Director
after a report from the Remuneration Advisory Committee.
The authority to determine remuneration, etc. on an individual basis is delegated as determination by the
President & Representative Director who controls and supervises business execution. This is thought to beappropriate when details of remuneration are determined by assessing the performance of Directors
responsible for each strategic division while the Company’s overall performance is comprehensively viewed.

Supporting System for Outside Directors and/or Outside Audit & Supervisory Board Member
The officer in charge of the Board of Directors and standing statutory audit & supervisory board members
have a face-to-face meeting with outside directors and outside audit & supervisory board members as needed,
and communicate information or explain the situation to them before/after a meeting of the Board of Directors
and the Audit & Supervisory Board. In addition, a report is made on the situation of audits by the audit
department and on progress of developing the internal control system by the internal control department.

Status of Persons Who Have Retired from a Position Such as President & Representative Director
Retired President & Representative Director, etc. Holding Advisory or Any Other Position in the Company

Name

–

Title/Pos
ition–

Responsibilities–

Working Form and Conditions(Full-time/Part-time,
Paid/Unpaid, etc.)

Date of
Retirement
from
Position
Such asPresident––

Total Number of Retired President & Representative Director, etc. Holding
Advisory or Any Other Position in the Company
Other Matters–- 22 -–

Term of
Office–[Translation]

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System) [Updated]
As a system to ensure the efficient execution of duties by directors, the Board of Directors meets once a monthin principle to make decisions on the company’s important business operations and to report on importantmatters. In addition, the Board of Full-time Directors and Officers has been set up as a deliberation body for
President’s decision-making and execution of operations, currently consists of 13 persons (11 men, 2 woman),holds a meeting once a week in principle, and conducts a prior deliberation on matters to be discussed by the
Board of Directors as well as on the execution policy for overall operation management including the Groupmanagement. Furthermore, the Company has the TBS Group Budget Committee and the Investment and
Financial Judging Committee in place under the Board of Full-time Directors and Officers, and thesecommittees consider budgets and investments and loans of the Company and the Group and make reports tothe said board. The Remuneration Advisory Committee has been set up as an advisory body to the Board of
Directors on Directors’ remuneration.
As systems ensuring that the business performance by Directors complies with laws and regulations, and the
Articles of Incorporation, (1) all officers and employees swear a basic oath under the TBS Group Activities
Charter, which defines the corporate philosophy under which the TBS Group is working to achieve growth
based on excellence as a corporate group. We are working to ensure the full implementation of the TBS Group
Activities Standards, which were formulated as standards for the realization of the Charter. (2) We haveformulated the TBS Group Information Disclosure Policies, and we will fulfill our responsibilities to provide
good explanations to shareholders as a corporate group through the timely disclosure of accurate information.
(3) The Special Committee for Appraising Corporate Value, consisting of outside directors, outside audit &supervisory board members and outside experts, assesses policies from the perspective of maximizing
corporate value in response to questions submitted by the Board of Directors, and advises the Board of
Directors of the results of its deliberations.
As systems ensuring the effectiveness of audits conducted by the Audit & Supervisory Board Members andsystems concerning reports to audit & supervisory board members, (1) we will ensure that the Office of Audit& Supervisory Board Members is able to function as a support unit for the activities of the audit & supervisoryboard members, and employees who provide that support will assist in the work of the audit & supervisoryboard members pursuant to instructions from the audit & supervisory board members. We will also maintaina system whereby approval of the audit & supervisory board members will be obtained for personnel
appraisals and transfers of such employees, and for any disciplinary action against such employees. (2) The
Audit & Supervisory Board has established an Audit & Supervisory Board Headquarters when required, suchas when there were matters requiring investigation by the audit & supervisory board members. Employees
nominated by the Audit & Supervisory Board have provided assistance to the Audit & Supervisory Board or
the audit & supervisory board members. The Company has appropriately borne expenses incurred for theinvestigation by the Audit & Supervisory Board Headquarters. (3) The directors and employees report to theaudit & supervisory board members whenever there are important matters affecting operations or
performance. A system will also be secured to ensure they are not treated unfavorably based on facts reported
or details thereof. (4) The audit & supervisory board members may require reports from Directors or
employees as required at any time. (5) We have operated the TBS Group Information Liaison Conference andthe TBS Hotline appropriately and maintain appropriate reporting systems, so that the audit & supervisoryboard members can be informed of any compliance issues, including violations of laws and regulations. (6)The audit & supervisory board members will receive reports on the results of internal audits conducted by theInternal Audit Division. (7) The audit & supervisory board members can attend important meetings, peruse
documents concerning important decisions, and require directors to provide reports concerning theperformance of operations. If necessary, the audit & supervisory board members can also hold direct hearingsin any department. (8) The audit & supervisory board members, accounting auditors, Internal Audit Divisionand the Compliance Division share information to maintain effective and efficient internal control systems.
(9) The Company has appropriately borne expenses that arise from executing the duties of the audit &supervisory board members, respecting the will of audit & supervisory board members.
Besides, the Company has established the “Insider Trading Prevention Rules” to prevent unfair trades ofshares, etc. by officers and employees, and also established the “TBS Group Personal Information Handling
Regulations” and set up “Personal Information Management Committee” to prevent any unintended use, leak,etc. of personal information.
With regard to audits by audit & supervisory board members, standing statutory audit & supervisory board
members (two persons) proactively work to improve the audit environment and collect information internally,- 23 -

[Translation]and monitor and examine the status of building and operating internal control systems on a daily basis incollaboration with the internal audit department, etc. Standing statutory audit & supervisory board members
hold a meeting with President regularly and exchange opinions on management policy, risks to be addressedby the Company, and important audit issues. Standing statutory audit & supervisory board members also
attend important meetings, peruse documents concerning important decisions, and receive reports concerning
the performance of operations. In addition, standing statutory audit & supervisory board members endeavor
to share information obtained in the course of duties with outside audit & supervisory board members (three
persons). Audit & Supervisory Board Member Ms. Junko Kogayu has considerable knowledge of accounting
as a certified public accountant.
The Internal Audit Division (nine persons), which reports directly to the President, performs internal auditsof each department of the Company and group companies based on the annual audit plan reported to the Boardof Directors, and assesses appropriateness, effectiveness and efficiency of the Group’s business operations.
Audit results are reported to the President, and follow-up is done with regard to matters pointed out for
improvement to relevant departments and companies. Results of an annual audit are reported to the Board of
Directors. In addition, this Division performs “evaluation of internal controls over financial reporting” under
the Financial Instruments and Exchange Act.
As for accounting audits, the Company uses KPMG AZSA LLC as Accounting Auditor under the Companies
Act and for accounting audits under the Financial Instruments and Exchange Act. The said auditing firm andits engagement partners who are engaged in audits of the Company have no special interest in the Company.
Names of certified public accountants who executed operations
Designated and Engagement Partner; Takeshi Nakatani, Daiki Sato
Composition of assistants involved in accounting audits
The composition of assistants involved in accounting audit work is determined based on the criteria
for selecting an auditing firm.
Specifically, main constituent members are certified public accountants, etc.
In accordance with the provision of Article 427, paragraph (1) of the Companies Act, the Company has enteredinto an agreement with Outside Directors and outside audit & supervisory board members that limits their
liabilities as defined in the provision of Article 423, paragraph (1) of the said act. The maximum amount of
the liabilities for damages based on this agreement shall be the amount stipulated by laws and regulations.
This limited liability is accepted only in the case of absence of ill intent and gross negligence on the part of
the relevant Outside Director or audit & supervisory board member in the execution of his or her duties thatcaused the liability.

3. Reasons for Adoption of Current Corporate Governance System
The Company has adopted a governance system based on the Board of Directors, audit & supervisory board
members and the Audit & Supervisory Board, and elected multiple Outside Directors to strengthen the
supervisory function of the Board of Directors. Currently there are ten Directors, of which four are Outside
Directors. Outside Directors have insights based on experience and knowledge gained as members of the top
management and heads of departments in operating companies, and the Company believes that they play anadequate role in strengthening of the Company’s corporate governance as well as enhancement of its corporate
value and common interests of shareholders. There are five audit & supervisory board members, which consistof two standing statutory audit & supervisory board members and three outside audit & supervisory board
members. The Company believes that the outside audit & supervisory board members play an adequate roleas the management supervisory function from an independent and neutral standpoint.

- 24 -

[Translation]

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Meeting of Shareholders and Smooth Exercise of Voting Rights[Updated]
Supplementary Explanations
Early Notification of General
Meeting of Shareholders

The convocation notice is sent out 24 days prior to the date of the General
Meeting of Shareholders and measures to provide the content in electronic
format are taken to post the notice on the Company’s website on the sameday (including the English translation).

Allowing Electronic or
Magnetic Exercise of Voting
RightsAvailable

Participation in Electronic
Voting Platform and Other
Efforts to Enhance the Voting
Environment for Institutional
Investors

The Company has participated in ICJ’s voting rights platform since 2016.

Providing Convocation Noticein English (Translated Fully or
Partially)

The notice has been posted on websites of the Tokyo Stock Exchange andthe Company.
The Company’s website:
https://www.tbsholdings.co.jp/en/ir/stakeholders/meeting.html

2. IR Activities [Updated]
Supplementary Explanations

Explanation byRepresentative

Preparation and Publication ofDisclosure Policy

The content of the TBS Group Information
Disclosure Policies, which was formulated by the
Board of Directors, has been disclosed on the
Company’s website.
https://www.tbsholdings.co.jp/about/governance/inte
rnalcontrol.html

Holding Regular Investor
Briefings for Individual
Investors

With regards to results briefings held in conjunction
with announcement of annual results and semiannual results, the Company has enhanced theprovision of information to individual investors bydelivering a video of the presentation by the top
management on its website, and also postingmaterials for the briefings distributed at the venue.
https://www.tbsholdings.co.jp/en/ir/library/presentati
on.html

Yes

Holding Regular Investor
Briefings for Analysts andInstitutional Investors

Results briefings are held in conjunction withannouncement of annual results and semi-annual
results, and the top management explains theoperating results there. The results briefing in May
2024 was held in online format. In addition, ameeting to acquire a further understanding of theCompany’s business operations is held though it isirregular, and requests for individual meetings,
interviews, etc. from institutional investors andanalysts are accepted as needed.

Yes- 25 -

[Translation]

Holding Regular Investor
Briefings for Overseas
Investors

Overseas IR activities are performed whereappropriate. The English version of explanatory
materials for earnings summary and annual results
has been posted for overseas investors on the
Company’s website, and many materials in English
summarizing operating results have also beenplaced.
https://www.tbsholdings.co.jp/en/ir/stakeholders/
In addition, requests for individual meetings,
interviews, etc. from overseas investors are also
accepted as needed.

Posting IR Materials on
WebsiteWith regard to matters posted in Investor Relations
on the Company’s website(https://www.tbsholdings.co.jp/ir/), in addition to
explanatory materials for quarterly earnings
summary and annual results, video and distributed
documents of IR briefings, stock information,
securities reports, timely disclosure information, etc.,
the Company has posted a wide range of materials toenhance investors’ understanding by providing fact
sheets and earnings highlights visually summarizing
operating results using many charts.

Establishment of Department
and/or Manager in Charge ofIR

Investor Relations Office, Corporate Secretary
Department, General Affairs DivisionYes

3. Measures to Ensure Due Respect for Stakeholders [Updated]
Supplementary Explanations

Provisions to Ensure Due
Respect for Stakeholders inInternal Rules, etc.

In April 2020, under the new corporate philosophy, the Group started its
brand promise, which is a promise to customers to be etched into the mindof each and every one of the Group’s employees and motive for the future,“From each moment, a better tomorrow.”https://www.tbsholdings.co.jp/en/about/brand.html
Furthermore, the TBS Group Activities Charter has been established andpublished on the Company’s website.
https://www.tbsholdings.co.jp/about/governance/statement.html- 26 -

[Translation]
In order to realize “sustainable growth” and “enhancement of corporate
value” of the Group, the Company has established ESG strategy, which isheaded by one Director who is the Chief Sustainability Officer (CSO) and in
charge of one Executive Officer and one Project Executive Officer(Oversees Group Sustainability Promotion), as one of the pillars.
We established the “Sustainability Transformation (SX) Center,” and the“ESG/SDG Planning and Management Department” and “CSR Promotion
Department” under the SX Center, to promote sustainability throughout theGroup.

Implementation ofEnvironmental Activities, CSR
Activities, etc.

In order to accelerate the promotion of the Sustainable Development Goals(SDGs) proposed by the United Nations, we joined the United Nations“SDG Media Compact” in 2019. Since the fall of 2020, the TBS Group as awhole has been conducting the SDGs campaign entitled “WEEK to Make
the Earth Smile” twice a year, calling on viewers to take action under thetheme “Let’s achieve the SDGs together” In the spring of 2023, over 20
programs from TBS’s variety, news, information, and radio stations came
together for a first-ever event to deliver a major 8-hour live broadcast
special program, “SDGs Day: Let’s achieve the SDGs together.” For 2024,
the campaign theme is “ACTION! For the Children of the Future,” callingfor action for the children who will live in the future, and on May 4, the last
day of the Spring Campaign, a special four-hour program titled “Super
Children’s Day - For You Who’ll Live to 2100” was broadcast.
Since 2023, during SDGs Week, TBS has achieved zero CO2 emission
broadcasts by distributing approximately 230,000 kWh of electricity fromthe TBS Broadcasting Center and for program transmission using measures
such as a natural-energy-derived “Renewable Energy Certificate.”
Along with the SDGs campaign, we have held “Plaza to Make the Earth
Smile,” a hands-on SDGs-themed event for children to teach children about
various social issues such as global warming. The spring event of 2024
attracted a total of approximately 20,000 visitors over four days and waswell received as a valuable experiential learning opportunity, including byvisiting excursion groups from four elementary schools in Minato-ku.
Furthermore, we also launched “Action to Make the Earth Smile,” acommunity that aims to think about various social issues and propose
solutions together with young people ranging from elementary school
students to university students, and in March 2024 we held the peacethemed event “ACTION for PEACE.” Using the “Digital Archives” byProfessor Hidenori Watanabe, Graduate School of the University of Tokyo,
after experiencing a VR (virtual reality) tour of damaged buildings in
Ukraine and Gaza, the experience created a valuable opportunity for young
people to discuss “What can we do?”
The TBS Group has been promoting the use of renewable energy forelectricity at some of its facilities at an early stage as part of our actions tocontribute to the realization of a decarbonized society. Following the TBS
Radio Toda Transmitting Station in 2018, we achieved 100% renewableenergy for the power used at cultural facilities adjacent to our Head officeand studios, including the TBS Akasaka ACT Theater and Akasaka Sacas
Plaza, in 2019. In FY2021, TBS Midoriyama Studio converted 100% of its
electricity use to renewable energy, making TBS Midoriyama Studio thelargest “100% renewable energy studio” in Japan. We are also working to
reduce CO2 emissions. Due to the establishment of new work styles, such as
teleworking because of COVID-19, a reduction of 41.8% was achieved in
FY2021 in the TBS Broadcasting Center, which includes the Cultural- 27 -

[Translation]
Facilities Building, and 45.1% was achieved in FY2022 (compared to thestandard level of emissions) based on preliminary figures before third-party
verification.
In FY2023, we achieved carbon neutrality at three major facilities, the TBS
Broadcasting Center, Akasaka Sacas Cultural Facility, and TBS Midoriyama
Studio. As a result, nearly 70% of TBS TV’s regular programs are being
recorded in the studio or broadcast live with “zero CO2 emissions.”
On New Year’s Day in 2023, we debuted the world’s first hydrogenpowered relay vehicle, “Car to Make the Earth Smile.” It is a clean relay
vehicle that emits no exhaust gas, and is used for marathons, relay races,
and many other occasions.
For our CSR activities, we are emphasizing the five categories of
educational CSR, environmental CSR, social contribution, earthquake relief,
and international contribution. In the area of educational CSR, as part of ourmedia literacy program, we conduct “delivery classes” in which announcers
and program staff travel to elementary and junior high schools. In the areaof educational CSR, as part of our media literacy program, we conduct“delivery classes” in which announcers and program staff travel toelementary and junior high schools. In the area of environmental CSR, we
are cultivating 200,000 honeybees on the roof of TBS Broadcast Center andengaged in activities to teach children about the importance of biodiversity.
In June 2024, we participated in the Ministry of the Environment’s “30by30
Alliance” and demonstrated our commitment to actively contributing to thepreservation of biodiversity.
For more information about our activities, please visit our website athttps://www.tbsholdings.co.jp/en/sustainability/
Formulation of Policies for
Information Provision to
Stakeholders

The TBS Group Information Disclosure Policies have been established andpublished on the Company’s website.
https://www.tbsholdings.co.jp/about/governance/internalcontrol.html

Other

The Group is proactively implementing various initiatives to promote
diverse work styles.
As remote working has also taken root in the Company, it has opened thedoor to the possibility of working practices for employees who havedifficulty commuting to work due to personal injury or illness and thoseengaged in child-rearing or nursing care. In addition, this is also leading todevelopment of new workplaces for employment of people with disabilities.
Besides, a male employee who left his job for a career change plans toreturn to work utilizing the “Job Return system” in FY2023, and is actively
making use of the skills he has acquired. The Company hope that specificuse of such systems has a good influence on the entire Group and will
expand possibilities of new working practices.

- 28 -

[Translation]

IV. Matters Related to Internal Control System
1. Basic Views on Internal Control System and Progress of System Development [Updated]
As a certified broadcast holding company, with broadcasters under its umbrella that are entrusted with the useof finite and valuable radio waves, TBS Holdings, Inc. is profoundly aware of the social responsibilities andpublic mission, as stated in the TBS Group Activities Charter, and will continue to fulfill and strengthen its
corporate governance. As part of our efforts to carry out our business activities appropriately and efficiently,
while maintaining and enhancing the corporate value of the TBS Group, we have established the TBS Group
Corporate Activities Committee, which is chaired by the President, to build and implement internal control
systems for the Group. The Committee is made up of directors from the Company and its Group companies,
as well as outside members. Its responsibilities are as follows: (1) Matters pertaining to the development,
evaluation and improvement of internal control systems (2) Matters pertaining to upholding business ethics(3) Matters pertaining to the risk management and the appropriate and efficient performance of operations (4)Matters pertaining to information disclosure (5) Matters pertaining to questions from the Board of Directors
of TBS Group companies
As systems ensuring that the business performance by Directors complies with laws and regulations, and the
Articles of Incorporation, (1) all officers and employees swear a basic oath under the TBS Group Activities
Charter, which defines the corporate philosophy under which the TBS Group is working to achieve growth
based on excellence as a corporate group. We are working to ensure the full implementation of the TBS Group
Activities Standards, which were formulated as standards for the realization of the Charter. (2) We haveformulated the TBS Group Information Disclosure Policies, and we will fulfill our responsibilities to provide
good explanations to shareholders as a corporate group through the timely disclosure of accurate information.
(3) The Special Committee for Appraising Corporate Value, consisting of outside directors, outside audit &supervisory board members and outside experts, assesses policies from the perspective of maximizing
corporate value in response to questions submitted by the Board of Directors, and advises the Board of
Directors of the results of its deliberations. (4) TBS Holdings, Inc. is audited by the Audit & Supervisory
Board, formed by standing statutory audit & supervisory board members and outside audit & supervisoryboard members. The important subsidiary, Tokyo Broadcasting System Television, Inc. does not set the Audit& Supervisory Board but is audited by outside audit & supervisory board members on the basis of the structureof TBS Holdings, Inc.
As systems concerning the storage and management of information pertaining to the performance of Directors’
duties, (1) we have formulated the Document Handling Regulations, which define standards for the handlingof documents containing information pertaining to the performance of directors’ duties. Documents are stored
and managed appropriately and reliably during the periods stipulated in those regulations. (2) We havemaintained document storage and management systems capable of responding promptly to requests fromdirectors and audit & supervisory board members who wish to peruse documents pertaining to theperformance of directors’ duties.
As risks of loss management regulations and other systems, (1) we have established the TBS Group General
Risk Management Policies, the TBS Group General Risk Management Regulations, and other regulations
required to support ongoing controls on risks of losses affecting our business activities and operations, andmonitor risks based on implementation guidelines. Risk management conditions will be evaluated semiannually by the TBS Group General Risk Management Committee, which is a sub-committee of the TBS
Group Corporate Activities Committee. (2) We have formulated Basic Policies for Managing Market Risk.
This policy is reviewed semi-annually to ensure an appropriate response to the risk of share price, foreignexchange rate and interest rate fluctuations. (3) We have formulated the Investment and Financial
Management Regulations to support the management, coordination and efficient use of investments andfinance. The appropriateness of investments and loans is assessed by the Investment and Financial Judging
Committee after consultation with the Board of Full-time Directors and Officers. (4) To prepare for serious
risks such as damage to our corporate brand, we have formulated the TBS Group Crisis Response Regulations,which define the establishment of an organization in charge, operational procedures, information management
approach, and other systems that differ from those in normal times, and respond to the emergence of serious
risks. (5) We have established the TBS Group Information Liaison Conference to summarize and share
information required to handle situations when risks arise. (6) We have formulated the TBS Group Information
Security Policy to ensure appropriate network use and prevent threats, such as unauthorized access, systemdamage caused by computer viruses etc., and data leakage or tampering etc.
As systems ensuring the efficient performance of Directors’ duties, (1) in principle, the Board of Directors
meets regularly once every month. This is the basic system for ensuring the efficient performance of directors’- 29 -

[Translation]
duties. (2) Important matters pertaining to management policy and strategies are discussed at the Board of
Full-time Directors and Officers, which is in principle held once a week. Decisions on executive actions aretaken after these deliberations. (3) Important matters pertaining to major group companies are discussed at
the Group Executive Officers’ Meeting, which is in principle held every month. Decisions on executive actions
are taken after these deliberations. (4) The Board of Full-time Directors and Officers, which advises the
President, supports comprehensive long-term management planning by facilitating and coordinating longterm management planning activities.
As systems ensuring that employees perform their duties in compliance with laws and regulations and the
Articles of Incorporation, (1) we have formulated the TBS Group Activities Charter as a basic oath that all
officers and employees are required to uphold. We have also adopted the TBS Group Activities Standards asstandards for the realization of the Charter. (2) We ensure that the Compliance Division is able to function
effectively and appropriately as the coordinating unit for the development and operation of our internal control
and compliance system, and that the Internal Audit Division can function effectively and appropriately as theinternal audit unit. (3) We have maintained the TBS Hotline as an internal reporting system for the Group,
and we have made effective use of the Compliance Division and outside law offices as contact points for thereporting of problems, such as situations that contravene laws and regulations or corporate rules. (4) We havemaintained internal checks and balances, such as personnel-related systems, to eliminate the concentration of
authority in the hands of individual employees.
As systems ensuring the appropriateness of business operations of the group consisting of TBS Holdings, Inc.
and its subsidiaries, (1) we apply the TBS Group Activities Charter and the TBS Group Activities Standards
as the oath and behavior guidelines for the Group. The Company conducts a review of each company in theGroup on a regular basis, in order to ensure strict compliance therewith. (2) Tokyo Broadcasting System
Television, Inc., TBS Radio, Inc. and BS-TBS, INC., broadcasters under its umbrella, will set the Broadcast
Council in accordance with the Broadcasting Act, and Broadcast Council will be the committee for
consultation and proposal of all queries, aiming for the improvement and the development of broadcast
programs. (3) The Company has instructed the Internal Audit Division to conduct internal audits for all Group
companies. (4) Each company within the Group has laid down the TBS Group Corporate Governance, aims
the penetration of formulation and operation of internal control systems, and straightens the system tomaintain the soundness of the parent and subsidiary relationships in the Group. (5) Each company within theGroup have participated in the TBS Hotline and set out and operated a structure to raise awareness of theparticipation. (6) We have formulated the Subsidiaries and Affiliates Management Regulations as the basis
for ensuring the appropriateness of business operations and enhancing the management efficiency of theGroup, as well as accelerating their development through the provision of guidance, while developing asystem under which directors of subsidiaries report matters concerning the execution of duties to theCompany. (7) We seek to share information on business conditions of the Group through reports from eachgroup company at the Group Executive Officers’ Meeting.
As systems ensuring the effectiveness of audits conducted by the Audit & Supervisory Board Members, (1)we will ensure that the office of Audit & Supervisory Board Members is able to function as a support unit for
the activities of the audit & supervisory board members, and employees who provide that support will assist
in the work of the audit & supervisory board members pursuant to instructions from the audit & supervisoryboard members. We will also maintain a system whereby approval of the audit & supervisory board members
will be obtained for personnel appraisals and transfers of such employees, and for any disciplinary action
against such employees. (2) The Audit & Supervisory Board has established an Audit & Supervisory Board
Headquarters when required, such as when there were matters requiring investigation by the audit &supervisory board members. Employees nominated by the Audit & Supervisory Board have provided
assistance to the Audit & Supervisory Board or the audit & supervisory board members. The Company has
appropriately borne expenses incurred for the investigation by the Audit & Supervisory Board Headquarters.
(3) The directors and employees report to the audit & supervisory board members whenever there areimportant matters affecting operations or performance. A system will also be secured to ensure they are nottreated unfavorably based on facts reported or details thereof. (4) The audit & supervisory board members
may require reports from Directors or employees as required at any time. (5) We have operated the TBS Group
Information Liaison Conference and the TBS Hotline appropriately and maintain appropriate reporting
systems, so that the audit & supervisory board members can be informed of any compliance issues, including
violations of laws and regulations. (6) The audit & supervisory board members will receive reports on the
results of internal audits conducted by the Internal Audit Division. (7) The audit & supervisory board members
can attend important meetings, peruse documents concerning important decisions, and require directors toprovide reports concerning the performance of operations. If necessary, the audit & supervisory board- 30 -

[Translation]members can also hold direct hearings in any department. (8) The audit & supervisory board members,
accounting auditors, the Internal Audit Division and the Compliance Division share information to maintaineffective and efficient internal control systems. (9) The Company has appropriately borne expenses that arise
from executing the duties of the audit & supervisory board members, respecting the will of audit & supervisoryboard members.

2. Basic Views on Eliminating Antisocial Powers and Progress of Related Efforts
The TBS Group Activities Standards specify that the Company shall steadfastly confront antisocial powers
and organizations that pose a threat to social order and security and shall not provide any favors to themregardless of names, and that if any wrongdoing is found, efforts shall be made to report it promptly. Basedon the said standards, the Company has developed operational regulations for an internal reporting system.

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

AdoptedSupplementary Explanation
The Company’s policy for responding to takeover proposals was announced on May 18, 2005, and approvedat the 80th Ordinary General Meeting of Shareholders held on June 28, 2007 after it was revised in accordancewith a resolution adopted by its Board of Directors meeting held on February 28, 2007. Furthermore, required
amendments were made at the Company’s Board of Directors meeting held on April 3, 2009 within a frameof the above resolution approved at the general meeting of shareholders with the prior and unanimous approvalof all members of the Special Committee for Appraising Corporate Value, in line with the Company’s shift toa certified broadcast holding company as of April 1, 2009 and the amendment and enforcement of theCompanies Act and the Financial Instruments and Exchange Act.
This response policy was developed, adheres to the corporate legal systems such as the Companies Act,
guidelines jointly released by the Ministry of Economy, Trade and Industry and the Ministry of Justice, andvarious Tokyo Stock Exchange Inc. rules. A General Meeting of Shareholders will be convened as a generalrule to allow direct canvassing of the wishes of shareholders before the countermeasures are triggered, and toensure fairness and objectivity of the decision, a Special Committee for Appraising Corporate Value as anadvisory board to the Board of Directors of the Company, consisting of highly independent Outside Directors,
outside audit & supervisory board members and outside experts, shall be set up, and the committee’s advice
shall be followed to the greatest possible extent. Accordingly, the amended policy is seen as contributing toour corporate value and the common interests of shareholders and not as a policy designed to maintain thepositions of officers of the Company.
Please refer to the Company’s website for details of this response policy as at the time of submitting thisreport.
(https://www.tbsholdings.co.jp/about/governance/decision.html)

2. Other Matters Concerning Corporate Governance System [Updated]
Decisions on important matters of the Company and decisions and reports on financial results, etc. are madeby the Board of Full-time Directors and Officers and the Board of Directors. The Director who is the Chief
Sustainability Officer (CSO) and a member of the Board of Full-time Directors and Officers and the Board of
Directors serves as the Information Handling Manager, and the system where important information is
consolidated to the Information Handling Manager has been established.

- 31 -

[Translation]
As for information disclosure, information is disclosed without delay pursuant to instructions from theInformation Handling Manager after decision is made on the important matter or the important fact occurs.
With regard to management of important information, the Company strives to ensure thorough information
management by stipulating in internal regulations that officers and employees, etc. who are involved inoperations for preparation of proposals on important matters and others shall particularly keep tight control
over relevant information before a decision and report is made on important matters, etc. at the Board of
Directors meeting and other occasions, in addition to maintaining general confidentiality, to prevent leakage.
The Information Disclosure Committee has been set up to further ensure the understanding and managementof important information as well as the timely and appropriate information disclosure. The Information
Disclosure Committee is chaired by the Information Handling Manager and made up of Division President ofGeneral Affairs Division, Division President of Compliance Division, Division President of Accounting
Service Division and Division President of Group Managerial Planning Division, and its responsibilities arefor matters related to formulation of the basic policy for management of important information, determinationof measures for information disclosure, etc. In addition, the Executive Meeting, which consist of those inmanager level positions such as the Head of General Affairs Department, Head of Corporate Secretary
Department, and Head of Finance Department, has been put in place under the Information Disclosure
Committee. The Executive Meeting shall summarize and closely examine information related to important
information and provide reports and opinions on management and disclosure methods for the information to
the committee, and also conduct checks of materials for disclosure and other tasks.

- 32 -

[Translation]
Corporate governance system

General Meeting of Shareholders

Appoint/ Nomination Advisory Remuneration Advisory
Committee
Committee
Dismissal
RecomRecomConsult mendation
Consult mendation

ReportCooperation

ReportAppoint/Supervise
Instructions and Orders

Internal Control
Audit

Business Execution Departments of the Company and Group Companies
Accounting
Audit- 33 -

Accounting Auditor

Instruction for
Investigation

Reporting

Supervise

ReportTBS Hotline
Internal Audit/Internal
Control Evaluation

Supervise

Instructions and Orders

ReportTBS Group General Risk Management
Committee

Business Audit/Accounting Audit

ReportAppoint
Promotion of Developmentof Internal Controls

TBS Group Corporate Activities
Committee

Monitoring

ReportGroup Executive Officers’
Meeting

ReportCooperation

Internal Audit Division

ReportBoard of Full-time
Directors and Officers

Cooperation

ReportReportSupervise

President
ReportAppoint/
Dismissal

Audit & Supervisory Board
Audit for Executionof Duties

Board of Directors

Appoint/
Dismissal

Report[Translation]

Internal System regarding Timely Disclosure of Corporate Information

Information
Important Matters/Financial Results

Deliberation/Report

Proposal
Audit

Communication

Board of Directors

Communication

Internal Audit DivisionInternal Audit

Information Disclosure Committee
Chairperson: Information Handling Manager (Director
who is CSO*)
Members: Division President of General Affairs Division,
Division President of Accounting Service Division,
Division President of Compliance Division[Administrative office: General Affairs Division,
Corporate Secretary Department]

Information

Business Execution Departments the Company and Subsidiaries

Audit & Supervisory Board
Member

Audit

Board of Full-time Directors and Officers
Composition: President & Representative Director,
Full-time Directors/Executive Officers[Administrative office: General Affairs Division, GroupManagerial Planning Division and Accounting Service
Division]

Disclosure Procedures

Timely Disclosure*Chief Sustainability Officer- 34 -