Company information

Company information

Basic Philosophy regarding Corporate Governance

Ⅰ. Basic Approach to Corporate Governance

1. The Certified Broadcast Holding Company Format and the Public Nature of Broadcasting

Fuji Media Holdings, Inc. (“the Company”) is a certified broadcast holding company under the Broadcast Act.
In order to respond promptly to changes in the business environment for the media industry and to enhance the enterprise value of the Company and its subsidiaries (“the Fuji Media Holdings Group”), it is necessary, while retaining Fuji Television Network, Inc. (“Fuji TV”) as the core, to optimally allocate management resources to peripheral businesses outside the broadcasting field. We believe that a certified broadcast holding company is the most appropriate organizational format to achieve this.
Fuji Media Holdings Group aims to be Japan’s foremost media conglomerate, and recognizes that proper governance of the corporate group is essential to realize that goal.
At the same time, the Company’s core subsidiary Fuji TV operates a broadcasting business with licensed airwaves, which are publicly owned assets. In order to fulfill our role as part of the social infrastructure, such as providing emergency broadcasts as a backbone medium to maintain lifeline functions, we believe it is necessary to give utmost consideration to this mission. We believe that as a result, this will contribute to raising the enterprise value of the Fuji Media Holdings Group as a whole.
Accordingly, as a certified broadcast holding company, the Company is respectful of the public nature inherent in broadcasting. Based on the fundamental principle of fulfilling our social responsibility, in order to strive for sustained growth as a publicly listed company and the enhancement of the enterprise value on a medium and long term, we will continue to examine and consider the status of corporate governance for the Fuji Media Holdings Group.

Ⅱ. Relationship with Shareholders

1. Securing the Rights of Shareholders and Providing an Environment for the Exercise of Rights

(1)
Securing the Rights of Shareholders
The Company will endeavor to secure voting rights and other rights of shareholders at the General Meeting of Shareholders.
(2)
Providing an Environment for the Exercise of Rights at the General Meeting of Shareholders
The Company will endeavor to provide a suitable environment for shareholders to exercise their rights at the General Meeting of Shareholders.

2. Policy on Constructive Dialogue with Shareholders

The Company will endeavor to hold constructive dialogues with shareholders in order to further sustainable growth and enhance its enterprise value on a medium- to long-term basis.

Ⅲ. Relationship with Stakeholders other than Shareholders

The Company will endeavor to maintain favorable and smooth relationships with stakeholders, including employees, viewers, business partners and local communities, in order to further sustainable growth and enhance its enterprise value on a medium- to long-term basis.

Ⅳ. Corporate Governance Structure

1. Policy on Design of Company Organizations

Fuji Media Holdings is a company with the Audit & Supervisory Board, the general meeting of shareholders and directors, as well as the Board of Directors, Audit & Supervisory Board Members, the Audit & Supervisory Board and accounting auditors, as prescribed by the Companies Act. Rather than a form of corporate governance separating the directors' business execution function and supervisory function, the Company has adopted a form in which persons who execute business are also invested with the auditing function, outside directors familiar with the business content oversee the appropriateness of the execution of business, and the Audit & Supervisory Board, including outside Audit & Supervisory Board Members, audit and supervise the execution of business. We believe this current form of corporate governance to be optimal for securing and raising the enterprise value of the Fuji Media Holdings Group, but if warranted will adopt a more appropriate form according to the future circumstances of the Company.
The Company has also established an Executive Committee as a body for the execution of business. The Executive Committee, comprised mainly of full-time directors, deliberates on important management issues, conducts preliminary reviews of important items to be submitted to the Board of Directors, and shares information on the status of execution of business in each department. Full-time Audit & Supervisory Board Members also attend meetings of the Executive Committee. In addition, a Corporate Compliance Office has been established to enhance the internal control function, working to optimize business operations and swiftly resolve problems and other issues in each department. Further, as a holding company, the Company convenes meetings of the Board of Group Presidents regularly to ensure full understanding of the conditions at each company, and provide for sufficient communication.

The Company’s business execution and monitoring framework is as follows.

2. Policy on Nomination and Remuneration

The Company will endeavor to ensure transparency and fairness in decision-making.

3. Role of the Board of Directors

(1)
Duties of the Board of Directors
The Board of Directors will, in accordance with its fiduciary duty and accountability to shareholders, endeavor to further the sustainable growth of the Company and enhance its enterprise value on a medium- to long-term basis, and to improve its earnings capacity and capital efficiency.
(2)
Establishment and Direction of Management Strategy
It is the responsibility of the Board of Directors to hold constructive discussions and decide the direction for specific management strategies and business plans, and important business execution decisions.
(3)
Providing an Environment for Business Execution
The Board of Directors shall sufficiently evaluate proposals regarding business execution and following approval, endeavor to provide for swift business execution.
(4)
Supervisory Responsibility of the Board of Directors
The Board of Directors shall supervise such aspects as the appointment of executives, accurate disclosure and management of conflicts of interest.

4. Role of Audit & Supervisory Board Members and the Audit & Supervisory Board

(1)
Duties of Audit & Supervisory Board Members and the Audit & Supervisory Board
Audit & Supervisory Board Members and the Audit & Supervisory Board shall, in accordance with their fiduciary duty to shareholders, endeavor to make appropriate judgments from an independent and objective standpoint, and to proactively express opinions to the Board of Directors.
(2)
Duties related to Outside Accounting Auditors
The Audit & Supervisory Board recognizes that the outside accounting auditors shall have a duty to shareholders, and shall, in cooperation with the Board of Directors, endeavor to ensure their proper auditing.

5. Ensuring Effectiveness of the Board of Directors and the Audit & Supervisory Board

(1)
Ensuring Effectiveness of the Board of Directors and the Audit & Supervisor Board
The Company will endeavor to ensure the effectiveness of independent and objective business supervision by the Board of Directors and the Audit & Supervisory Board.
(2)
Vitalizing Deliberations of the Board of Directors
The Board of Directors shall endeavor to constructively exchange opinions with Outside Directors and vitalize deliberations by securing sufficient time for deliberations and by other means.
(3)
Structure for Providing Information to Directors and Audit & Supervisory Board Members
The Company shall maintain a structure for providing information, as necessary, so that Directors and Audit & Supervisory Board Members will be able to effectively fulfill their roles and duties.
The Board of Directors and the Audit & Supervisory Board shall confirm whether information required by Directors and Audit & Supervisory Board Members is surely provided.
(4)
Training for Directors and Audit & Supervisory Board Members
The Company shall offer training to deepen the understanding of Directors and Audit & Supervisory Board Members regarding their roles and duties.

6. Appointment and Role of Independent Outside Directors

(1)
Appointment of Independent Outside Directors
The Company shall appoint more than one Independent Outside Director in order to further the sustainable growth of the Company and enhance its enterprise value on a medium- to long-term basis.
(2)
Role of Independent Outside Directors
The Company, in appointing Independent Outside Directors, expects them to provide advice based on their respective knowledge to further the sustainable growth of the Company and enhance its enterprise value on a medium- to long-term basis.

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