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.
March 9, 2026 Company Name: Asahi Broadcasting Group Holdings Corporation Representative: Masayuki Nishide, President & CEO
(Securities Code: 9405, Tokyo Stock Exchange Prime Market) Inquiries: Toshikazu Goto, General Manager, General Affairs Division
(TEL: +81-6-6458-5321)
Notice Concerning Revision of Corporate Governance PolicyAt a meeting held on March 9, 2026, the Asahi Broadcasting Group Holdings Corporation Board of Directors resolved to revise the Corporate Governance Policy.
The revised Corporate Governance Policy is attached to this announcement.
Corporate Governance Policy
Asahi Broadcasting Group Holdings Corporation
Chapter 1. General Provisions
Article 1. Business PhilosophyGuided by the Group Business Philosophy and the ABC Creed, we strive for sustainable growth in corporate value through dialogue with all stakeholders.
Group Business Philosophy
The ABC Group continues to evolve as a dynamic and creative corporate organization, adapting to social change and contributing to the development of society.
The ABC Creed
We strive for the betterment of communities and cultures in the spirit of peace and freedom.
We earn the trust of society through dignity and responsibility, dedicated to the principles of progress and tolerance.
We endeavor for neutrality in reporting and commentary, telling the truth correctly and in a timely manner.
We offer programming for enjoyment and comfort, as well as encourage higher levels of decency and intellect.
We do not broadcast advertisements that contain exaggerations, seeking advertisements that promote growth through fresh ideas and creativity.
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.
Our Group established the Asahi Broadcasting Group Human Rights Policy, stating our commitment to respecting human rights through which we will improve work engagement among officers and employees while striving for the well-being of all stakeholders.
Under the Asahi Broadcasting Group Human Rights Policy, our Group focuses on prohibiting discrimination, respecting diversity, and workers' rights in compliance with international standards and domestic laws and regulations. Our Group fulfills its responsibility to respect human rights by implementing human rights due diligence and maintaining a hotline and other support channels.
We view the General Meeting of Shareholders not only as its highest decision-making body but also as a forum for constructive dialogue with our shareholders. We determine the venues, dates, times, and operation procedures for meetings to encourage broad attendance, taking into account the composition and attributes of shareholders.
To ensure that all shareholders, including those unable to attend in person, can exercise their voting rights smoothly, we provide an electronic voting platform and are committed to comprehensive and timely disclosures in both Japanese and English.
Article 5. Ensuring the Rights and Equality of ShareholdersWe ensure substantial equality for all shareholders listed in our register, facilitating the effective exercise of their rights and protecting their common interests.
We maintain efficient administrative procedures for shares so that minority shareholders can exercise their rights effectively.
We are committed to enhancing corporate value sustainably through dialogue with our shareholders and investors. Asahi Broadcasting Group IR and Information Disclosure Policy outlines our basic approach to systems and initiatives that promote constructive dialogue.
Article 7. Capital PolicyWe distribute profits earned from shareholders' equity as dividends. After maintaining adequate internal reserves to fulfill our Group's responsibilities as a news organization, we allocate funds to necessary capital investments and growth investments. In our investment and business operations, we are mindful of the cost of capital, strive for our Group's sustainable growth and the enhancement of corporate value over the mid- to and long-term, and improve capital efficiency.
For major changes in capital structure, such as capital increases or MBOs, the Board of Directors fully discusses whether such changes are necessary and justifiable. In such discussions, the Board of Directors is conscious of the cost of capital and ensures that such changes benefit corporate value without unfairly harming existing shareholders. Decisions are made through proper procedures, followed by comprehensive explanations to shareholders.
We may hold shares of other companies ("cross-shareholdings") for purposes other than pure investment if we determine that it helps build, maintain, or strengthen business relationships or collaborative ties that contribute to the development of our broadcasting business and local communities. When we acquire new cross-shareholdings, the Cross-Shareholding Evaluation Committee, an advisory body to the Board of Executive Officers, thoroughly examines the purpose, significance, and risks, as well as whether the expected benefits and effects are commensurate with the cost of capital, before the Board of Executive Officers grants approval. Existing holdings are annually reviewed by the Committee to determine whether continued holding is justifiable. This review considers the company's business conditions and relationship with us, as well as whether the benefits and effects are commensurate with the cost of capital. The findings are reported to the Board of Directors. Based on this review, any cross-shareholdings that are no longer justified will be unwound, following a dialogue with the companies and approval by the Board of Executive Officers.
For the exercise of voting rights at general meetings of shareholders of other companies in which we hold shares, including through cross-shareholdings, as a general rule, the executive officer in charge of the relevant department makes the final decision, considering the reason for the acquisition and other circumstances, and reports the decision to the Board of Executive Officers as needed. However, if the executive officer in charge deems that the Board of Executive Officers' approval is necessary in light of the importance of the proposal, the matter will be resolved by the Board of Executive Officers.
If a company that holds our shares through a cross-shareholding arrangement expresses an intent to sell or otherwise dispose of the shares, we will discuss the timing and method of the
