Asahi Broadcasting : Corporate Governance Report (July 5, 2023)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Corporate Governance Report

Last Update: July 5, 2023 Asahi Broadcasting Group Holdings Corporation Susumu Okinaka, Representative Director and President Contact: [phone] Securities Code: 9405 https://corp.asahi.co.jp/en/index.html

The corporate governance of Asahi Broadcasting Group Holdings Corporation (the "Company") is described below.

1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other

Basic Information

1. Basic Views

The Company's basic views on corporate governance are as follows:

1. The Group, as a corporate group with broadcasting business as its core, firmly recognizes the highly public nature of broadcasting and its own social responsibilities, strictly complies with the Broadcast Act and other relevant regulations, and contributes to the development of society and culture guided by the Group Business Philosophy.
2. The Group builds good relationships with a diverse range of stakeholders, including shareholders, viewers, listeners, readers, advertisers, business partners, employees and local communities, and strives for both sustainable growth and improved corporate value to meet their expectations. This is prefaced on maintaining a management base capable of sustaining under all circumstances information dissemination through broadcasting, etc. that preserves and develops the daily lives of residents, as a media organization with a mandate to utilize the broadcasting spectrum, a public asset, in an effective manner.
3. As an institutional design for corporate governance, the Company has chosen an Audit and Supervisory Committee-based framework. The Company has devised a structure whereby the role of the Board of Directors is to promote sustainable corporate growth and the increase of corporate value, while independent outside directors and Audit and Supervisory Committee conduct monitoring and audits essential to highly effective management.
4. The Company has made the following commitments to ensure robust corporate governance:

1. Ensure the rights and equality of shareholders
2. Encourage active information disclosure and dialogue with shareholders and investors
3. Sustainability initiatives
4. Strengthen the functions of directors, etc.

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5. Establish and effectively operate an internal control system

1. To enact the aforementioned commitments, the Company, via the Board of Directors, has defined the "Corporate Governance Policy," and updates the content of the policy as necessary.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code]

The Company complies with all General Principles, Principles, and Supplementary Principles of the Corporate Governance Code.

[Disclosure Based on the Principles of the Corporate Governance Code]

Updated

The Company publishes its corporate governance policy based on the principles of the Corporate Governance Code as the "Asahi Broadcasting Group Holdings Corporate Governance Policy" (hereinafter "CG Policy") on the Company's website (https://corp.asahi.co.jp/en/ir/governance/policy.html).

Matters that should be disclosed under the Corporate Governance Code are as follows.

Principle 1.4 Cross-shareholdings

Please refer to Article 8 (Ownership of Shares in Other Companies) of the CG Policy.

Please refer to Article 6-4(Cross-shareholders) in relation to Supplementary Principle 1.4.1 and to Article 7 (Policy Regarding Transactions Between Related Parties, etc.) in relation to Supplementary Principle 1.4.2.

Principle 1.7 Related Party Transactions

Please refer to Article 7 (Policy Regarding Transactions Between Related Parties, etc.) of the CG Policy.

Principle 2.4 Ensuring Diversity, Including Active Participation of Women Supplementary Principle 2.4.1

Please refer to 4 (Promoting Diversity) under Article 13 (Sustainability Management) of the CG Policy.

The Company follows the Colorful@ABC Statement in pursuing diversity, including seeking greater career opportunities for women.

Please refer to (https://corp.asahi.co.jp/en/company/policy/colorful_statement.html).

In addition, please refer to page 18 of the Corporate Report (Integrated Report) 2022 "Initiatives for promoting diversity of human resources and creating diverse, creative human resources" (https://corp.asahi.co.jp/en/company/report.html).

The Company published the ABC Group Human Resources Development Policy. □ABC Group Human Resources Development Policy (Summary)

Human resources capable of responding to change are necessary for self-innovation of existing businesses and to foster the development of new businesses in order to achieve sustainable growth of

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the entire Group. The required capabilities are leadership, management ability and innovative thinking. To foster such capabilities, we not only provide leadership development and other training, but also provide training with external parties and conduct external dispatch of our employees. In addition, the Company will promote training assignments and selective personnel promotions that span divisions within each Group company as well as personnel interchange (interactions) inside and outside the Group.

Principle 2.6 Roles of Corporate Pension Funds as Asset Owners

Please refer to Article 11 (Performing the Role of Asset Owner) of the CG Policy.

Principle 3.1 Full Disclosure (i)

Please refer to Article 1 (Business Philosophy) and Article 2 (Business Plan) of the CG Policy.

Principle 3.1 Full Disclosure (ii)

Please refer to the "1. Basic Views" under "I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information" at the beginning of this report and the full text of the CG Policy.

Principle 3.1 Full Disclosure (iii)

Please refer to Article 22 (Remuneration Policy) of the CG Policy.

Principle 3.1 Full Disclosure (iv)

Please refer to Article 14 (Appointment and Dismissal of Directors), Article 15 (Appointment of Audit and Supervisory Committee Members) and Article 20 (Appointment and Dismissal of Chief Executive Officer and Grooming of a Successor) of the CG Policy.

Principle 3.1 Full Disclosure (v)

Please refer to Article 18 (Disclosure of Reasons for Selection of Director Candidates and Dismissal of Directors) of the CG Policy.

Supplementary Principle 3.1.3 1. Initiatives on sustainability

The Asahi Broadcasting Group recognizes that a groupwide approach to the various issues surrounding sustainability is a key challenge for sustainable social growth, as well as sustainable growth and mid- to long-term corporate value improvement of the Group. To respond to this challenge, the Company established the Sustainability Promotion Committee and formulated the Asahi Broadcasting Group Sustainability Policy. The framework such as the Committee, etc., and various promotion policies and other information are disclosed on the Company's website.

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(https://corp.asahi.co.jp/en/csr/index.html)

The Company also views climate change as one of the most important management issues facing the Group. The Company believes that the Task Force on Climate-Related Financial Disclosures (TCFD) provides an effective framework for implementing information disclosure related to climate change issues, etc. The Company declared its endorsement of the TCFD recommendations in May 2022. The information to be disclosed based on TCFD recommendations is shown on the Company's website. (https://corp.asahi.co.jp/en/csr/environment/tcfd2022.html)

In line with the TCFD recommendations, the Company will continue to disclose information on the impact of climate change on the ABC Group business activities and the measures taken to address the issues.

2. Investment in human capital

In order for the overall Group to grow amid the rapidly changing business environment and increasing uncertainty in society, the Company set four priority targets in the Medium-term Management Strategy "NEW HOPE," with advancements being made in one of those targets, "Strengthen and diversify human resources throughout the Group." Please refer to "Strengthen and diversify human resources throughout the Group" on pages 16 and 17 of the Corporate Report (Integrated Report) 2022 for details of the specific initiatives. (https://corp.asahi.co.jp/en/company/report.html)

3. Investment in intellectual property

The content of Asahi Television Broadcasting's programs, etc., which are the core of the Asahi Broadcasting Group and each Group company's content are intellectual property in which we are investing aggressively.

Principle 4.1 Roles and Responsibilities of the Board (1) Supplementary Principle 4.1.1

Please refer to Article 23 (Authority and Role of the Board of Directors) of the CG Policy.

Principle 4.9 Independence Standards and Qualification for Independent Outside Directors

Please refer to Article 17 (Independence Standards) of the CG Policy and the details in this report under [Independent Officers] within "1. Organizational Composition and Operation" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management."

Principle 4.10 Use of Optional Approach Supplementary Principle 4.10.1

Please refer to Article 24 (Establishment of the Nomination and Compensation Committee) of the CG Policy. The Company will further consider and disclose its basic views on the independence of the committee's composition, its authority and role, etc.

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Principle 4.11 Preconditions for Board and Kansayaku Board Effectiveness Supplementary Principle 4.11.1

The Company nominates candidates for directors irrespective of their gender, career history or age based on the nominations policy prescribed by the Company. However, because the Company is a certified broadcasting holding company, it is unable to appoint directors who are foreign nationals. In addition, the Company appoints persons with the appropriate experience and capabilities and the necessary knowledge concerning finance, accounting and law as directors who are Audit and Supervisory Committee members, with a composition that ensures diversity. The Company will continue to consider initiatives to ensure diversity in aspects such as gender and age. Please refer to the diagram at the end of this report for the so-called skills matrix, which lists the knowledge, experience and abilities of each director in accordance with the skills considered necessary on the Board of Directors to deal with the business environment, business characteristics and other matters.

Principle 4.11 Preconditions for Board and Kansayaku Board Effectiveness Supplementary Principle 4.11.2

Please refer to Article 19 (Policy Regarding Concurrent Positions) of the CG Policy. Concurrent positions as officers of other listed companies by the Company's directors are as follows.

Takehiro Honjo

Chairman and Director of Osaka Gas Co., Ltd.

Hiroshi Shinozuka

President of TV Asahi Holdings Corporation

Michio Yoneda

Outside Corporate Auditor of Sumitomo Chemical Co., Ltd.

Outside Director of Toyo Tire Corporation

Misako Fujioka

Representative Director, Chairman of FUSO CHEMICAL CO., LTD.

Junko Okawa

Outside Director of KDDI CORPORATION

Outside Director of Tokyo Electric Power Company Holdings, Incorporated

Principle 4.11 Preconditions for Board and Kansayaku Board Effectiveness Supplementary Principle 4.11.3

Please refer to Article 26 (Evaluating Board of Directors Effectiveness) of the CG Policy.

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