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.
May 26, 2025
Company name: TV Asahi Holdings Corporation Name of representative: Hiroshi Hayakawa, Chairman
Securities code: 9409 (Tokyo Stock Exchange Prime Market) Inquiries: Gengo Sunami, Member of the Board
Telephone: +81-3-6406-1115
Notice Concerning Controlling Shareholder, Etc.TV Asahi Holdings Corporation (the "Company") hereby announces the following matters concerning its controlling shareholder, etc.
Trade names and other matters concerning the parent company, controlling shareholder (apart from the parent company) and other affiliated companies
(As of March 31, 2025)
Ratio of voting rights held (%)
Financial
instruments
Name
Relationship
Voting rights directly held
Voting rights subject to aggregation
Total
exchange, etc. on which the issued
shares, etc. are listed
The Asahi Shimbun Company
Other affiliated company
24.73
-
24.73
-
TOEI COMPANY, LTD.
Other
affiliated company
17.51
2.11
19.63
Tokyo Stock Exchange
Notes: 1. The ratio of voting rights held is calculated after excluding treasury shares.
"Voting rights directly held," "Voting rights subject to aggregation," and "Total" of the ratio of voting rights held are each rounded down to the nearest hundredth of one percent.
Name of the company within the category of parent company, etc. that is recognized as having the greatest influence on the Company and the reason for this recognition
Name: The Asahi Shimbun Company Reason: Primary capital investor
Positioning of the Company in the corporate group centering on the parent company, etc., and the relationship between the Company and the parent company, etc.
The Asahi Shimbun Company and TOEI COMPANY, LTD. are major shareholders of the Company, and the Company is an equity-method affiliate of both of the respective corporate groups centering on these companies.
The Company works with both of these companies to promote mutual collaboration and other efforts as a group so that it can adapt to changes in the media environment and win through the increasingly intense competition between media.
The Company has established the Partnership Promotion Committee with The Asahi Shimbun Company and its group companies for the joint promotion of businesses, projects, and other endeavors that realize mutual benefits across a broad range of operations such as the TV broadcasting business, the TV advertising and content business, the Internet business, the event business, and the publishing business. Likewise, it engages in mutually beneficial operations with TOEI COMPANY, LTD. across a wide range of operations, primarily program production and other aspects of the TV broadcasting business but also the invested movies business, the DVD business, the event business, and the Internet business.
To further broaden the scope of these business partnerships, the Company holds 380,000 shares of the common stock of The Asahi Shimbun Company (equivalent to 11.87% of the total issued shares) and 12,640,500 shares of the common stock of TOEI COMPANY, LTD. (equivalent to 17.11% of the total issued shares).
The Company's Board of Directors, which is composed of 15 directors in total, includes one full-time and one non-full-time director from The Asahi Shimbun Company, one director who is a non-full-time director of The Asahi Shimbun Company, one non-full-time director from TOEI COMPANY, LTD., and one director who is a non-full-time director of TOEI COMPANY, LTD.
[Concurrent service by officers]
Title
Name
Title at the parent company, etc.
Reason for appointment
Non-full-time Member of the Board
Shiro Nakamura
Chairman, Chief Group
Management Officer
Mr. Nakamura's appointment was requested because he is the chairman of the Asahi Shimbun Company, one of the leading newspaper companies in Japan, and also a major shareholder of the Company. The Company therefore believes that, in light of the current situation of the Company around which various media are making multi-faceted development, he will draw on his extensive business experience and deep insight in the management
of the Company.
Non-full-time Member of the Board
Noriyuki Tada
Chairperson
Mr. Tada's appointment was requested because he is the chairman of TOEI COMPANY, LTD., one of the leading movie production companies in Japan, and also a major shareholder of the Company. The Company therefore believes that, in light of the current situation of the Company around which various media are making multi-faceted development, he will draw on his extensive
business experience and deep insight in the management of the Company.
[Acceptance of seconded personnel]
The status of personnel seconded to TV Asahi Corporation, a consolidated subsidiary of the Company, from other affiliated companies is shown below.
Department
Number of
seconded personnel
Parent company, etc.
Reason for accepting seconded personnel
Business Development
Division
1
The Asahi Shimbun Company
Personnel exchange
News Division
6
Network Affiliates
Division
1
Content Programming
Division
1
TOEI COMPANY, LTD.
Note: TV Asahi Corporation has 1,229 employees as of March 31, 2025.
There are no material matters to report concerning transactions with the controlling shareholder, etc.
Views on securing a degree of independence from the controlling shareholder, etc.
The TV broadcasting business, which is the Company's main business, is subject to regulation under laws such as the Radio Act and the Broadcasting Act due to the scarcity of broadcasting frequencies and the highly public nature of its activities. In addition, the Company is required to practice self-discipline regarding the content of broadcasts under independent initiatives as a broadcasting business operator.
The Company has a cooperative relationship with its parent company, etc. in the TV broadcasting business, as described above. However, it retains exclusive programming rights, which are regarded as the most important rights of a broadcasting business operator. It also maintains its own judgment regarding management decisions regarding business operations and decisions on the procurement of funds, etc.
Moreover, individuals with strong ties to the parent company, etc. do not comprise the majority of the Company's Board of Directors. The Board of Directors checks the terms, transaction volume, and other details of major business transactions with The Asahi Shimbun Company and TOEI COMPANY, LTD. before and after such transactions are executed.
For these reasons, the Company's independence from both companies is sufficiently secured.