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: April 10, 2026 Asahi Broadcasting Group Holdings Corporation Masayuki Nishide, President & CEO
Contact: +81-6-6458-5321
Securities Code: 9405 https://corp.asahi.co.jp/en/
The corporate governance of Asahi Broadcasting Group Holdings Corporation (the "Company") is described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Key InformationThe Company's basic views on corporate governance are as follows:
Our Group, as a corporate group centered on broadcasting business, is deeply aware of its public mission and social responsibility. Our Group strictly complies with the Broadcasting Act and other relevant laws and regulations, and contributes to the development of society and culture based on the Group Business Philosophy.
As a news organization entrusted with the effective use of the public's broadcasting spectrum, our Group's priority is to maintain a business foundation that enables it to continuously provide information vital to public safety and prosperity through broadcasting and other activities under any circumstances. On this basis, our Group aims for sustainable growth and enhanced corporate value by building good relationships with and meeting the expectations of our diverse stakeholders-shareholders, viewers, listeners, readers, advertisers, business partners, employees, and local communities.
To ensure that our Group's officers and employees act with high ethical standards and in compliance with laws and regulations, we have established a code of conduct and other necessary internal policies based on the Asahi Broadcasting Group Compliance Charter. We also maintain appropriate management systems, training programs, and whistleblowing systems to ensure full compliance.
We seek to enhance corporate governance across the entire Group by implementing this Policy and
maintaining and operating the internal control system.
Updated
The Company complies with all General Principles, Principles, and Supplementary Principles of the
Corporate Governance Code.
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 (Cross-Shareholdings) of the CG Policy.
Please refer to Article 10 (Policy on Related Party Transactions) in relation to Supplementary Principle 1.4.2.
Principle 1.7 Related Party Transactions
Please refer to Article 10 (Policy on Related Party Transactions) of the CG Policy.
Principle 2.4 Ensuring Diversity, Including Active Participation of Women Supplementary Principle 2.4.1
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 pages 35-39 of the Integrated Report 2025, "Human Capital (Human Capital Strategy Initiatives)" (https://corp.asahi.co.jp/en/company/report.html).
The Company published the Asahi Broadcasting Group Human Resources Development Policy.
□Asahi Broadcasting 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 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 13 (Role as the Asset Owner of Corporate Pension) of the CG Policy.
Principle 3.1 Full Disclosure (i)
Please refer to Article 1 (Business Philosophy) of the CG Policy. The Company has formulated a
Medium-Term Management Plan for the FY2026-FY2028. Asahi Broadcasting Group Medium-Term Management Plan (https://corp.asahi.co.jp/en/ir/plan.html)
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 24 (Remuneration Policy) of the CG Policy.
Principle 3.1 Full Disclosure (iv)
Please refer to Article 19 (Appointment and Removal of Directors and Executive Officers) and Article 29 (Appointment Criteria and Process for Audit and Supervisory Committee Members) of the CG Policy.
Principle 3.1 Full Disclosure (v)
Please refer to the Convocation Notices of General Shareholder Meetings, as it is disclosed there. Convocation Notices of General Shareholder Meetings （https://corp.asahi.co.jp/en/ir/meeting.html）
Supplementary Principle 3.1.3
Initiatives on sustainability
The Company recognizes that a groupwide approach to the various issues surrounding sustainability is a crucial 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 formulated the Asahi Broadcasting Group Sustainability Policy, established the Sustainability Promotion Committee, and has advanced its initiatives across the entire Group. In December 2023, the Company identified and publicly announced the materiality of the ABC Group to clarify the material issues that we should prioritize and to strengthen our sustainability strategy. Furthermore, we publish a Sustainability Report* every year, which outlines our specific sustainability initiatives. The details of identified materiality, processes of identification, the framework of the Sustainability Promotion Committee, policies for the promotion, and the Sustainability Report* are disclosed respectively on the Company's website.
For our Sustainability, please refer to the Company's website. https://corp.asahi.co.jp/en/csr/index.html
For our Materiality, please refer to the Company's website. https://corp.asahi.co.jp/en/csr/materiality.html
For our Sustainability Report*, please refer to the Company's website.
https://corp.asahi.co.jp/ja/csr/report.html (*Available only in Japanese)
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/tcfd.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.
Investment in human capital
Please refer to "Human Capital (Human Capital Strategy Initiatives)" on pages 35-39 of the Integrated Report 2025 for details of the specific initiatives. (https://corp.asahi.co.jp/en/company/report.html)
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 16 (Roles and Authority of the Board of Directors) of the CG Policy.
Principle 4.9 Independence Standards and Qualification for Independent Outside Directors
Please refer to Article 20 (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 Section 5 (Nomination and Compensation Committee) of the CG Policy and the Supplementary Explanation under [Voluntary Establishment of Nomination/Compensation Committee] 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" in this report.
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. The skills matrix, which outlines each director's knowledge, experience, and capabilities as formulated by the Company, is attached to this report.
Principle 4.11 Preconditions for Board and Kansayaku Board Effectiveness Supplementary Principle 4.11.2
Please refer to Article 21 (Policy on 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. Outside Director of Toyo Tire Corporation
Senko Ikenobo
External Director of NICHICON CORPORATION
Arata Nishi
Executive Vice President of TV Asahi Holdings 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
Haruhiko Kato
External Director of NICHICON CORPORATION Outside Director of Chubu Electric Power Co., Inc.
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