FUJI MEDIA HOLDINGS, INC.

(1) Certified Broadcast Holding Company Format

Fuji Media Holdings, Inc. is a certified broadcast holding company under the Broadcast Act. While maintaining our subsidiary Fuji TV as the core, the optimal allocation of management resources to peripheral business fields outside broadcasting is necessary to swiftly respond to changes in the environment surrounding the media industry and boost the enterprise value of the Fuji Media Holdings Group. The certified broadcast holding company is the most appropriate business format for that approach.

The Fuji Media Holdings Group aims to become a leading Japanese media conglomerate, and recognizes that appropriate Group governance is essential to achieve that goal.

There is no doubt that the broadcasting business, and in particular our subsidiary Fuji TV, is still the core of the Group. As the parent company Fuji Media Holdings requires the greatest possible understanding that our subsidiary Fuji TV is engaged in the broadcasting business using the airwaves which are public property, and of its role as social infrastructure – that is, of the mission to maintain lifeline functions for emergency broadcasts as a backbone medium and to deliver responsible contents. We believe that as a result this contributes to boosting the enterprise value of the Group as a whole.

Consequently even after our transition to a certified broadcast holding company, our fundamental philosophy of respecting the public nature of broadcasting and fulfilling social responsibility remains absolutely unchanged. Based on that, we will continuously pursue quality management as a listed company and examine ideal corporate governance for the Fuji Media Holdings Group.

(2) Efforts to Improve Corporate Governance

Fuji Media Holdings, Inc. has set the number of Directors at 20 or less, with a term of office of one year. All the Company's Directors are also Directors at our subsidiary Fuji TV.

This system was established based on comprehensive considerations, including the great influence of our subsidiary Fuji TV within the Fuji Media Holdings Group. The Company will examine the future structure flexibly, to maximize the Group's overall enterprise value.

We have established a Corporate Compliance Office to enhance our internal control function. This Office includes an internal controls supervisory manager, a compliance improvement manager, and a J-SOX promotion manager to secure proper financial reporting. The Corporate Compliance Office strives to swiftly resolve issues in each department with measures across the Company, while advancing the proper execution of works. We have established a similar system at our subsidiary Fuji TV.

With this, the Company primarily manages the internal control system for the entire Group, while also ensuring the proper execution of the internal control function at subsidiary Fuji TV.

(3) Company Organs

As major company organs, in addition to the General Shareholders Meeting and Directors stipulated by the Company Law, Fuji Media Holdings has arranged a Board of Directors, Corporate Auditors, a Board of Corporate Auditors, Accounting Auditors, and an Executive Committee Management Council as a body to execute company works. The Executive Committee mostly comprises full-time Directors, deliberates important management issues, conducts preliminary reviews of important items submitted to the Board of Directors, and shares information on the execution of works by each department. The full-time Corporate Auditors also participate in the Executive Committee.

The Board of Group Presidents also meets on a regular basis for a lively exchange of opinions regarding the conditions at individual group companies, to grasp conditions throughout the Fuji Media Holdings Group and promote full communications and consensus building via the holding company.

(4) Corporate Format and Outside Directors

Fuji Media Holdings adopts a Board of Corporate Auditors system. The Board of Corporate Auditors format is a pillar of the Fuji Media Holdings Group. This format realizes an appropriate balance between the demands to secure and enhance corporate value and the public nature and public welfare aspects of the broadcasting business at Fuji TV, which is the core of group as a wholly owned Fuji Media Holdings subsidiary.

At present, three of the five company's Corporate Auditors are Outside Corporate Auditors. For ideal audit works, the Outside Corporate Auditors provide a proper balance between individuals with high-level knowledge and discernment backed by a wealth of experience in the media business, who can conduct audits on the management of Fuji Media Holdings including all group companies based on their expertise, and individuals with experience in other fields who can provide objective supervision and direction based on broad-ranging fair judgment, without excessive emphasis on media business.

At present, six of the fourteen company's Directors are Outside Directors. As Outside Directors, the company has chosen individuals with appropriate execution and supervision capabilities, backed by a high level of expertise in the media business. As Inside Directors, we have appointed individuals who are well versed in our corporate culture and have a wealth of experience and strong execution abilities.

The company's works execution and supervision framework is as follows.

(5) Investor Relations

In addition to this structure, Fuji Media Holdings makes every effort to reflect shareholders' perspectives in corporate management by sharing the comments and requests received from shareholders through diverse proactive investor relations activities with our management executives. The transition to a certified broadcast holding company has no effect whatsoever on our investor relations approach. Fuji Media Holdings maintains a positive disclosure policy, including information on our subsidiaries. Specific examples to date include quarterly presentations to analysts and the media inside Japan, along with one or two presentations to institutional investors overseas each year. To maintain equal treatment in the presentation of information to investors, the materials distributed at domestic presentations are promptly posted on our homepage, together with video recordings of the presentations.

(6) Stakeholders

Fuji TV recognizes its social responsibility as a company using the public airwaves; strictly observes all concerned laws, regulations and norms starting with the Broadcast Law, the Radio Law, and the Broadcast Standards stipulated by the National Association of Commercial Broadcasters in Japan; and strives to broadcast appropriate programs through deliberations by our TV Code Affairs based on the Fuji Television Code of Conduct and the Fuji Television Program Council Regulations. Fuji Media Holdings believes this leads to greater respect for the position of our viewers, who are important stakeholders, while working to uphold and enhance corporate value from the perspective of our shareholders.

1.Basic Approach

1. With the aim of becoming Japan's representative media conglomerate, the Fuji Media Holdings Group (Fuji Media Holdings and its subsidiaries) is establishing appropriate compliance and risk management systems centered around the certified broadcast holding company to fulfill our public mission in the media businesses, maintain appropriate group compliance, and secure the effectiveness of laws and articles of incorporation.
2. Fuji Media Holdings has enacted Regulations on Group Compliance and Risk Management (hereafter, "Group Compliance Regulations"), and is building up compliance and risk management systems based on these Group Compliance Regulations.
3. The Fuji Media Holdings Group comprises companies with diverse business formats, and these companies are building up their own compliance and risk management systems in accordance with their respective business contents and scale. We have also established a Group Compliance and Risk Management Committee (hereafter, "Group Compliance Committee") with a secretariat inside the Corporate Compliance Office to address common compliance and risk management across group companies.

2.Progress in Upgrading Internal Controls

1. Regulations on Risk Management Systems, Systems to Ensure that the Execution of Work Duties by Directors and Employees is in Conformance with Laws and our Articles of Incorporation Regulations, and Other Systems
   1. Building up Organizations and Countermeasures
      Under the Group Compliance Regulations, the President of Fuji Media Holdings serves as the party responsible for compliance and risk management (hereafter, "Compliance Officer"), and has overall control over the compliance-related works of the Fuji Media Holdings Group. To assist with these works, the President has appointed a Director in Charge of Compliance and Risk Management, established a Group Compliance Committee, and appointed employees responsible for compliance and risk management works at each company as Group Compliance Committee Members. The Group Compliance Committee examines and advances measures related to compliance and risk management throughout the Fuji Media Holdings Group. The secretariat of the Group Compliance Committee has been established within the Fuji Media Holdings Corporate Compliance Office. When compliance and risk management items emerge that may have a grave influence on the company's business, the Compliance Officer establishes response teams, which collect information and examine countermeasures.
   2. Reliability of Financial Reports
      As Compliance Officer, in addition to giving due consideration to sound operations and improving systems to strengthen compliance and risk management, the President of Fuji Media Holdings also works to build up internal control systems which secure the reliability of financial reports based on the Financial Instruments and Exchange Law.
   3. Education and Training
      In implementing the compliance program, which is our basic policy on upgrading systems to secure compliance in the business operations of Fuji Corporate Compliance Office holds explanatory meetings within the company and inside the group as appropriate, distributes information on related items, and conducts other activities to notify the Directors and employees of all group companies and advance their understanding of the compliance program.
2. System for Storing and Managing Information Regarding the Execution of Work Duties by Directors
   In accordance with the concerned management regulations, information regarding the execution of work duties by Fuji Media Holdings Directors is stored and managed for the prescribed period in a manner which is appropriate for the storage medium and which can easily and certainly be searched and viewed.
3. System to Ensure Efficient Execution of Work Duties by Directors
   The Directors of Fuji Media Holdings are continuously examining works rationalization and streamlining measures to ensure the efficient management of the Fuji Media Holdings Group. Fuji Media Holdings monitors management plan execution conditions by preparing management plans for the entire group and receiving performance reports from each group company.
4. System to Ensure Business Operations Compliance at the Holding Company and Corporate Group
   1. The Directors of Fuji Media Holdings advance management across the group based on the management regulations of the group companies so that the Directors and employees of group companies act in observance of laws, articles of incorporation, internal regulations and corporate ethics, and execute efficient management. Works regarding the management of affiliated companies are conducted by the Fuji Media Holdings Group Company Management Division.
   2. The Group Compliance Committee Members from each company appointed by the Compliance Officer based on the Group Compliance Regulations appoint Compliance Managers, who conduct works related to compliance and risk management within their respective companies. Each company autonomously constructs its own compliance and risk management system. The Compliance Managers also develop activities to raise awareness of compliance and risk management at each Fuji Media Holdings Group company. Common compliance and risk management works across the group are advanced by the Group Compliance Committee and by the Fuji Media Holdings Corporate Compliance Office, which serves as its secretariat.
5. System for Directors and Employees to Report to Corporate Auditors and the Board of Corporate Auditors, and Other Systems for Reporting to Auditors
   1. The Directors and employees of Fuji Media Holdings report the following items to Corporate Auditors or the Board of Corporate Auditors as appropriate.
      1. When coming to know items that could have a grave effect on the company's business operations or finances (including items concerning Fuji Media Holdings Group companies)
      2. When coming to know of misconduct or violations of laws, articles of incorporation or internal regulations in the execution of work duties by Directors or employees (including group companies), or when acts have or may occur that violate social norms and these facts or acts are significant.
      3. When learning of other urgent or emergency conditions.
   2. The Directors and employees of Fuji Media Holdings report on internal control activities and the main items at each division to the Corporate Auditors and Board of Corporate Auditors on a periodic basis and whenever necessary.
   3. The Directors and employees of Fuji Media Holdings promptly submit reports on the concerned items when requested to report on their execution of work duties by Corporate Auditors or the Board of Corporate Auditors.

The company's internal controls framework is as follows.