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.
[Translation]
June 10, 2025
Company Name: | Nippon Television Holdings, Inc. |
Representative: | Yoshikuni Sugiyama Representative Director, Chairman and Chief Executive Officer |
(TSE Prime Market, Code No. 9404) | |
Contact: | Masaharu Sato President, Financial Management |
Telephone: | +81-3-6215-4111 |
Notice Concerning Controlling Shareholders, etc.
Nippon Television Holdings, Inc. (the "Company") hereby announces the following matters concerning controlling shareholders, etc., with respect to The Yomiuri Shimbun Holdings, the Company's other affiliated company.
Trade name, etc., of the parent company, controlling shareholder (excluding the parent company), or other affiliated company
(As of March 31, 2025)
Name
Attribute
Ratio of voting rights held (%)
Financial instruments exchange, etc. on which the issued shares, etc. are listed
Voting rights directly held
Voting rights
indirectly held
Total
The Yomiuri Shimbun Holdings
Other
affiliated company
16.06
12.01
28.07
-
Note: The ratio of voting rights held is rounded down to the nearest second decimal place
Position of the Company in the corporate group of the parent company, etc., and other relationships between the Company and the parent company, etc.
① Business, personnel, and capital relationships between the Company and the parent company, etc., and its group
companies
The Yomiuri Shimbun Holdings and its subsidiaries hold 28.07% of the Company's voting rights, and The Yomiuri Shimbun Holdings is the Company's other affiliated company.
As of March 31, 2025, Three of the Company's Ten Directors concurrently serve as Directors of The Yomiuri Shimbun Holdings, and one as its Auditor. Additionally, one of the Company's four Audit & Supervisory Board Members concurrently serves as a Director of The Yomiuri Shimbun Holdings. The Company does not receive any individuals seconded from The Yomiuri Shimbun Holdings, and there are no business relationships between the Company and The Yomiuri Shimbun Holdings.
Meanwhile, The Yomiuri Shimbun, a subsidiary of The Yomiuri Shimbun Holdings, is primarily engaged in the publication of daily newspapers. Nippon Television Network Corporation, a consolidated subsidiary of the Company, and The Yomiuri Shimbun maintain a business relationship which includes transactions such as the purchase of television broadcasting rights for professional baseball games. Nippon Television Network Corporation receives one individuals seconded from The Yomiuri Shimbun.
Yomiuri Telecasting Corporation is an affiliated company of The Yomiuri Shimbun Holdings and the Company, and Nippon Television Network Corporation, a consolidated subsidiary of the Company, holds 17.23% of the voting rights of Yomiuri Telecasting Corporation. Additionally, Yomiuri Telecasting Corporation holds 7.31% of the voting rights of the Company.
As of March 31, 2025, two of the Company's ten Directors concurrently serves as a Director of Yomiuri Telecasting Corporation. Additionally, one of the Company's four Audit & Supervisory Board Members concurrently serves as a Director of Yomiuri Telecasting Corporation. The Company does not receive any individuals seconded from Yomiuri Telecasting Corporation.
Yomiuri Telecasting Corporation is primarily engaged in terrestrial television broadcasting, with its broadcast area centered in the Kansai region. It has established a television network together with Nippon Television Network Corporation. Through this network, Nippon Television Network Corporation and Yomiuri Telecasting Corporation maintain a business relationship which includes transactions such as the mutual use of news materials, network broadcasting of television programs, and the purchase and sale of television programs. In addition, Nippon Television Network Corporation receives one individual seconded from Yomiuri Telecasting Corporation.
The Yomiuri Nippon Symphony Orchestra is a public interest incorporated foundation that belongs to The Yomiuri Shimbun Group, with The Yomiuri Shimbun Holdings, the Company's other affiliated company, serving as its holding company. The Yomiuri Shimbun, a subsidiary of The Yomiuri Shimbun Holdings, and the Company each contribute 40.00% of the foundation's basic endowment, while Yomiuri Telecasting Corporation contributes the remaining 20.00%. As of March 31, 2025, one of the Company's four Audit & Supervisory Board Members concurrently serves as a Director of the Yomiuri Nippon Symphony Orchestra. The Company does not receive any individuals seconded from the foundation.
The Yomiuri Nippon Symphony Orchestra is engaged in activities including the holding of subscription concerts, and maintains a business relationship with Nippon Television Network Corporation, a consolidated subsidiary of the Company, which includes transactions such as the purchase of television broadcasting rights. Nippon Television Network Corporation does not receive any individuals seconded from the foundation.
② Business constraints, risks, and benefits arising from belonging to the corporate group of the parent company, etc., and the impact of business, personnel, and capital relationships with the parent company, etc., and its group companies on
the Company's management and business activities
Nippon Television Network Corporation and BS Nippon Corporation, both of which are consolidated subsidiaries of the Company, have built cooperative relationships with The Yomiuri Shimbun Group in terms of the mutual use of news materials, network broadcasting of television programs, the purchase and sale television programs, procurement of sports content such as professional baseball and the Tokyo-Hakone Round Trip College Ekiden Race, etc. Furthermore, although Nippon Television Network Corporation receives two individuals seconded from The Yomiuri Shimbun and Yomiuri Telecasting Corporation, from the perspective of personnel relationships, the Group is not in a position where its business activities are dependent on these seconded individuals. In addition, three of the Company's ten Directors concurrently serve as Directors of The Yomiuri Shimbun Holdings and one as its Auditor. One of the Company's four Audit & Supervisory Board Members concurrently serves as a Director of The Yomiuri Shimbun Holdings.
Nippon Television Network Corporation has entered into a contract to purchase the television broadcasting rights for professional baseball, which is one of the Group's key content offerings, from The Yomiuri Shimbun Group. In the event that this contract is not renewed, it could impact the business performance of the Company and its Group. Currently, the Company is not aware of any circumstances that would prevent the renewal of said contract.
③ The Company's stance on securing independence from the parent company, etc., measures therefor, and the status of securing independence
While the Group and The Yomiuri Shimbun Group differ in the types of media that they operate-television broadcasting and daily newspapers, they share a common objective of "prompt and accurate reporting."
Nevertheless, as news organizations, the Group and The Yomiuri Shimbun Group operate independently of one another, each possessing its own programming and editorial rights.
Nippon Television Network Corporation, a major subsidiary of the Group, has established the Program Standards in accordance with the Broadcasting Act, in order to fulfill its mission as a broadcaster that serves the public interest, and plans, produces, and implements the Company's broadcast programs in conformity with these standards.
These Standards declare, "Nippon Television Network Corporation, as a commercial broadcasting station that consistently stands on the foundation of the public, aims to support the enhancement of culture, public welfare, and industrial and economic prosperity through its broadcasting, and contribute to world peace and the well-being of mankind. Based on this awareness, we must remain unbiased and free from interference by any party in our broadcasting, and in the spirit of democracy, respect public opinion, ensure freedom of speech and expression, and live up to the trust of society."
Additionally, while three of the Company's ten Directors concurrently serve as Directors of The Yomiuri Shimbun Holdings, they account for less than half of the Directors of the Company. Furthermore, to strengthen external oversight of management, Outside Directors are elected from outside The Yomiuri Shimbun Group. As such, the Company believes that it is in a position that ensures independent decision-making on management.
Matters concerning transactions with controlling shareholders, etc.
There are no material transactions with controlling shareholders, etc., to be reported in the "Transactions with Non-Consolidated Subsidiaries and Affiliates" of the consolidated financial statements.
