Basic Policy


MEDIA DO Co., Ltd., recognizes the following as important management issues to be addressed as its management grows increasingly more global: The expedition and streamlining of management decisions to facilitate the further broadening of its business and the improvement of corporate value and the improvement of management health and transparency through enhanced corporate governance. Entrenching corporate ethics and awareness of these principles throughout the Company will be imperative to improving the health of management. By fostering such awareness, MEDIA DO aims to develop a corporate culture in which all internal institutions, officers, and employees make fair and accurate decisions. Improving management transparency, meanwhile, will require prompt and proactive disclosure of information. Systems for information disclosure are therefore being enhanced toward this end. Going forward, the Company will continue to enhance its organization in the pursuit of more effective corporate governance.

Corporate Governance System


At the Company, the Board of Directors has the highest authority for management decision-making while the Audit & Supervisory Board carries out the management oversight function. In addition, the Company’s Executive Committee is a committee of similar standing to the Board of Directors, with the former associated with the operational execution functions of directors and executive officers and the latter involved in management decision-making and operation oversight functions. This division of functions contributes to increased efficiency in operational execution. All outsideAudit & Supervisory Board members have been designated as independent auditors as stipulated by the Tokyo Stock Exchange, while the two outside directors are designated as independent directors.

This composition makes it possible for outside Audit & Supervisory Board members to audit the operational execution of directors with operational execution functions (executive directors) from the perspectives of legal compliance and appropriateness. Similarly, outside directors are able to exert influence on executive directors through the supervision of their exercise of voting rights at meetings of the Board of Directors and the appropriateness of these decisions. With all officers performing their functions in this manner, the Company is working to improve management health and transparency so that it can enhance corporate value through the exercise of its corporate philosophy while paying due consideration to the interests of general shareholders.

Functions and Role of Corporate Governance System Constituents

Name Overview
1. Board of Directors
Number of Meetings / Frequency in FY2019
17 times a year
The Board of Directors is the Company’s highest management decision-making body. Based on the internal regulations for the Board of Directors, the Board of Directors makes decisions on important matters (management policies, business plans, acquisition and disposal of important assets, etc.) and supervises the status of operational execution. Regular meetings of the Board of Directors are held once a month, in principle, and special meetings are convened as necessary.
2. Representative Director
Number of Meetings / Frequency in FY2019
-
As the chief executive and the head of management, the representative director directs discussions at Board of Directors meetings and oversees all aspects of operational execution at the Company.
3. Audit & Supervisory Board
Number of Meetings / Frequency in FY2019
17 times a year
Audit & Supervisory Board members attend meetings of the Board of Directors to maintain an understanding of conditions within the Company and perform audits of operations along with accounting audits by interviewing directors and review of relevant documents. Standing Audit & Supervisory Board members also attend important meetings other than those of the Board of Directors to provide for sufficient oversight of the status of operational execution by directors. The Audit & Supervisory Board meets once a month. At meetings, the three Audit & Supervisory Board members establish audit plans and review the status of audit implementation and audit results and perform other tasks to ensure effective and efficient audits. Moreover, information is shared between Audit & Supervisory Board members, the Internal Audit Office, and the accounting audit to ensure efficient and synergetic audits.
4. Executive Committee
Number of Meetings / Frequency in FY2019
Once a week
The Executive Committee meets once a week, in principle, primarily to discuss matters pertaining to business operation and to facilitate efficient operational execution through the examination and decision of matters pertaining to regulations for divisions of authority and basic operational execution items related to management that are not decided by the Board of Directors.
5. Internal Audit Office
Number of Meetings / Frequency in FY2019
-
The Internal Audit Office is an organization under the direct jurisdiction of the representative director, president and CEO that performs internal audits in accordance with the plans approved by the representative director, president and CEO. In this manner, the office audits the Company’s business activities while supervising the actions of directors and employees from the perspective of legal compliance.
6. Risk Management Committee
Number of Meetings / Frequency in FY2019
Three times a year
The Risk Management Committee is chaired by the director in charge of the General Affairs Department and comprised of representatives from business divisions and other relevant divisions. Meetings of the Risk Management Committee are convened as necessary, with meetings being held on a quarterly basis, in principle. At these meetings, committee members identify the risks that may impact the Company, examine possible countermeasures, and discuss related matters. Information on decisions by the committee is communicated throughout the Company.

Policies for Appointment of Directors and Audit & Supervisory Board Members


The articles of incorporation of MEDIA DO stipulate that the Board of Directors is to be comprised of eight or fewer direc- tors and that the Audit & Supervisory Board is to consist of four or fewer Audit & Supervisory Board members. The Company’s basic policy is to select individuals to fill positions as directors and Audit & Supervisory Board members that are appropriate for the positions with consideration paid to the balance of insight, experience, and skills pertaining to the Company’s businesses. Director candidates are selected through comprehensive evaluation of their experience, insight, specialized expertise, and other attributes based on MEDIA DO’s corporate philosophy and business strategies. Candidates for positions as outside directors and outside Audit & Supervisory Board members are expected to meet the requirements for these positions described in the Companies Act of Japan as well as the conditions for desig- nation as independent directors and independent auditors stipulated by the Tokyo Stock Exchange. Moreover, outside director and outside Audit & Supervisory Board members candidates must be judged to effectively present no risk of conflicts of interest with general shareholders. Going for- ward, the Company will continue to adhere to this policy while examining potential policies and procedures for secur- ing a more diverse staff of directors and Audit & Supervisory Board members in terms of gender, nationality, and other characteristics.

Director Reason for Appointment
Yasushi Fujita
President and CEO
Attendance at Board of Directors Meetings
17/17
As the founder of the Company, Yasushi Fujita is well versed in all of its business and has a wealth of experience and exceptional insight as a manager. He was appointed to his current position so that his wealth of experience and exceptional insight can be utilized in the management of the Company.
Shin Niina
Director, Vice President, and COO
Attendance at Board of Directors Meetings
17/17
Shin Niina is knowledgeable in the publishing industry and in the eBook industry and has been involved in a wide range of business within these industries and also possesses a wealth of experience and exceptional insight as a manager. He was appointed to his current position so that his wealth of experience and exceptional insight can be utilized in the management of the Company.
Yoshiyuki Suzuki
Director
Attendance at Board of Directors Meetings
17/17
Since joining the Company, Yoshiyuki Suzuki has been involved in a wide range of administrative divisions, including those pertaining to administrative management, accounting, and human resources and general affairs. He therefore possesses plentiful experience and exceptional insight into finance, accounting, human resource strategy, and other administrative matters. He was appointed to the position of director so that his wealth of experience and exceptional insight can be utilized in the management of the Company.
Atsushi Mizoguchi
Director
Appointed to current position in May 2020
Atsushi Mizoguchi has a breadth of experience in digital distribution, digital libraries, new business development, and other businesses that are central to the Company as well as deep insight into mobile communications and IT. He was appointed to the position of director so that his wealth of experience and exceptional insight can be utilized in the management of the Company.
Keiichi Enoki
Outside Director*
Attendance at Board of Directors Meetings
17/17
Keiichi Enoki has extensive knowledge and experience in the fields of communications and digital content as well as extensive experience and in-depth knowledge as a corporate manager. He was appointed to the position of director so that his wealth of experience and insight can be utilized in the management of the Company.
Ken Takayama
Outside Director*
Attendance at Board of Directors Meetings
13/13
Ken Takayama is deeply acquainted with the corporate finance and financial fields and has extensive experience and broad knowledge pertaining to all aspects of corporate management of global Internet businesses. He has been judged to be capable of providing appropriate advice on the general management of the Company by calling on this experience and insight as well as the familiarity with the Company’s business operations gained through his experience as an outside Audit & Supervisory Board member of the Company. He is also expected to exercise the influence of his position as an outside director, which is based on the supervision of the execution of voting rights and the suitability of such decisions, on executive directors and thereby serve to strengthen the corporate governance of the Company. He was appointed to the position of director so that he can fulfill such a role.
Audit & Supervisory Board Member Reason for Appointment
Kazuyoshi Ohwada
Standing Audit & Supervisory Board Member
Attendance at Board of Directors Meetings
17/17
Attendance at Audit & Supervisory Board Meetings
17/17
Kazuyoshi Ohwada has experience in the human resource, general affairs, and finance and accounting divisions of the Company and possesses the insight necessary for facilitating the healthy and appropriate operation of the Company. He was appointed to the position of Audit & Supervisory Board member because it was judged that he is capable of effectively fulfilling this role.
Toshiaki Morifuji
Outside Audit & Supervisory Board Member*
Attendance at Board of Directors Meetings
17/17
Attendance at Audit & Supervisory Board Meetings
17/17
Toshiaki Morifuji is qualified as a certified public accountant and therefore has considerable insight pertaining to finance and accounting. He was appointed to the position of outside Audit & Supervisory Board member out of 17/17 consideration for this insight.
Tsuyoshi Shiina
Outside Audit & Supervisory Board Member*
Attendance at Board of Directors Meetings
17/17
Attendance at Audit & Supervisory Board Meetings
17/17
Tsuyoshi Shiina is qualified as a lawyer and a tax accountant and therefore has considerable insight pertaining to corporate legal affairs, finance, and accounting. He was appointed to the position of outside Audit & Supervisory 17/17 Board member out of consideration for this insight.

* Notification has been submitted designating the individuals in question as independent directors or auditors as stipulated by the Tokyo Stock Exchange.