1Main activities of Outside Directors and Outside Audit & Supervisory Board Members Updated

(1) Attendance and remarks at meetings of the Board of Directors and the Audit & Supervisory Board during the 15th fiscal year (from March 1, 2019 to February 29, 2020)

Ms. Kazuko Rudy was newly elected to serve as Director at the 14th Annual Shareholders’ Meeting held on May 23, 2019, subsequent to the conclusion of which, meetings of the Board of Directors were held on 12 occasions.
　These Outside Directors gave advice and made proposals to ensure the validity and appropriateness of the Board’s decision making, primarily by expressing their opinions. Mr. Yoshio Tsukio expressed opinions mainly from the perspective of media policy, Mr. Kunio Ito from the perspective of accounting and management theory, Mr. Toshiro Yonemura from the perspective of crisis management, Mr. Tetsuro Higashi from the perspective of broad high-level experience as a corporate manager, and Ms. Kazuko Rudy from a marketing theory perspective.

Ms. Kazuko Rudy resigned from her position as Audit & Supervisory Board Member upon the conclusion of the 14th Annual Shareholders’ Meeting, held on May 23, 2019, prior to which, meetings of the Board of Directors and meetings of the Audit & Supervisory Board were held on three and seven occasions, respectively.
　Ms. Kaori Matsuhashi was newly elected to serve as Audit & Supervisory Board Member at the 14th Annual Shareholders’ Meeting held on May 23, 2019, subsequent to the conclusion of which, meetings of the Board of Directors and meetings of the Audit & Supervisory Board were held on 12 and 19 occasions, respectively.
　These Outside Audit & Supervisory Board Members asked questions and expressed opinions as they deemed appropriate. Ms. Kazuko Rudy expressed opinions mainly from a marketing theory perspective, Mr. Kazuhiro Hara from specialized finance, accounting and tax perspectives, Ms. Mitsuko Inamasu from a legal perspective, and Ms. Kaori Matsuhashi from specialized finance, accounting and management administration perspectives.

(2) Functions and roles of Outside Directors and Outside Audit & Supervisory Board Members

The Outside Directors and Outside Audit & Supervisory Board Members provide supervision or audits and advice and proposals from an external perspective based on their respective expertise and wide-ranging, high-level experience and insight into management from an objective and neutral standpoint with no risk of conflict of interest with general shareholders, and fulfill the function and role of ensuring valid and appropriate decision- making and business execution by the Board of Directors.

2Exchange of opinions with Outside Directors and Outside Audit & Supervisory Board Members

In addition to meetings of the Board of Directors, Outside Directors and Outside Audit & Supervisory Board Members meet with the Representative Directors, Directors, Standing Audit & Supervisory Board Members, and others at the Management Opinion Exchange Meetings or other meetings held on a regular and as-needed basis. The themes are set for each of the meetings, centered on various management issues and matters of high social concern. Reports are provided by Directors, the Internal Control Division, and so forth, regarding the status of business execution and internal control at the Company and its Group companies, and explanations are given in response to questions from the Outside Directors and Outside Audit & Supervisory Board Members, who also express their opinions regarding the Company’s management, corporate governance, and other topics based on their respective expert knowledge and wide-ranging, high-level experience and insight into management. In these and other ways, the Outside Directors and Outside Audit & Supervisory Board Members coordinate with each other while exchanging frank and lively opinions.
　The Outside Directors and Outside Audit & Supervisory Board Members also visit the places of business, etc. of major subsidiaries and exchange opinions with the Directors, Audit & Supervisory Board Members, etc. of operating companies.
　Through these activities, the Outside Directors supervise operational execution, and the Outside Audit & Supervisory Board Members perform audits of operational execution and accounting practices.

3Support system for Outside Directors and Outside Audit & Supervisory Board Members

The Company has assigned dedicated employees to assist the Outside Directors and Outside Audit & Supervisory Board Members in their duties, enabling close coordination and smooth exchange of information with the internal Directors and internal Audit & Supervisory Board Members. The Company has also concluded liability limitation agreements with five Outside Directors and three Outside Audit & Supervisory Board Members to ensure they can perform their roles as expected.