Corporate Governance

Nippon Television Holdings, Inc. (the “Company“) discloses on this website its Corporate Governance Report, as well as its Corporate Governance Guideline, which is based on the principles of the Corporate Governance Code and established to address matters such as the securement of rights and fairness for shareholders, policies related to cross-shareholding, related party transactions, appropriate cooperation with stakeholders who are not shareholders, robust and transparent disclosure of information, responsibilities of the Company’s Board of Directors, and discussions with shareholders.

Excerpts from the Corporate Governance Guideline

Article 1 (Basic Principle)

1.The Company and the Nippon TV Group, a certified broadcasting holding company, aims to fulfill its social responsibility as a news organization with the belief that it should be an entity that provides enriching moments and continues to be loved by the public.
2.Driven by this vision, the Company and the Nippon TV Group will advance their businesses in accordance with the Management Plan in order to increase their corporate value by achieving long-term stable improvements in financial performance, expand their contributions to society, and placing importance on stakeholder relationships.
3.The Company aims to enhance its corporate governance in order to respond appropriately to changes in the business environment and achieve prompt decision-making and business execution, as well as ensure transparency and soundness of management.

Article 2 (Organizational Structure of Nippon Television Holdings, Inc.)

1.As a consortium that has an Audit & Supervisory Board, the Company establishes a business management organization whose primary function is to supervise Board Members and Audit & Supervisory Board Members in their business executions.
2.With regards to the composition of the Board of Directors, the Company will appoint several highly-independent outside Board Members with extensive experience and vast insight in order to enhance its external management supervision function, bolster the soundness of its management, and increase the transparency of decision-making processes.
3.With regards to execution of duty by Board Members, the Company will strengthen its management supervision function by effectively leveraging the functionality of the Audit & Supervisory Board and having outside Board Directors supplement the supervision process for business validity.

Corporate Governance Framework

Board of Directors
Number of Board Directors11
Number of Outside Board Directors6
Number of Independent Outside Board Directors6
※Percentage of Independent Outside Board Directors: 54.5%(more than half)
Audit & Supervisory Board
Number of Audit & Supervisory Board Members4
Number of Outside Audit & Supervisory Board Members3
Number of Independent Outside Audit & Supervisory Board Member1
※For details on the Company’s corporate governance, such as overviews of the remuneration for Board Directors and Audit & Supervisory Board Members, how the auditors, independent auditors, internal auditors work together, and the internal control systems, please refer to the Corporate Governance Report.