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.

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.

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 reviewing 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 auditor to ensure efficient and synergetic audits.

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.

The Internal Audit Office is an organization under the direct jurisdiction of the representative director, president and CEO. This organization reports directly to the Board of Directors and 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. Any requests for improvements issued as part of these audits are submitted directly to the respective divisions and Group companies via the representative director, president and CEO to drive the necessary improvements. The results of internal control audits are reported to the Board of Directors and the Audit & Supervisory Board. Forums for exchanges of information between the Audit & Supervisory Board and the Internal Audit Office are arranged once every three months in order to build mutual understanding, gather information, and pursue higher levels of effectiveness and efficiency.

The Sustainability Committee is chaired by the director in charge of corporate divisions and membered by oversight representatives that divisions have defined to clarify responsibility for managing risks and opportunities, and is tasked with guiding the evolution of MEDIA DO into a more sustainable organization and company. Positioned beneath the Board of Directors, this committee reports to the Board of Directors on the findings of its discussions when appropriate. Meetings are held as necessary (once a quarter, in principle) as the committee seeks to identify, manage, and oversee business opportunities and risks based on a broad definition of risk management incorporating the perspectives of social expectations related to such matters as ESG and the SDGs. This approach is taken to facilitate management and strategy implementation based on MEDIA DO’s mission and vision.

The Nomination and Compensation Committee shall be comprised of three or more directors, including the representative director, appointed via resolution of the Board of Directors, a majority of which should be outside directors designated as independent directors. The chairperson of this committee shall be selected from among the members who are outside directors designated as independent directors based on a majority vote by members. These measures will be taken in order to ensure high levels of independence and transparency. As an advisory body to the Board of Directors, the Nomination and Compensation Committee reports to the Board of Directors on its examinations and deliberations pertaining to matters such as the nomination of director candidates, the appointment and dismissal of directors and executive officers, policies and procedures related to the compensation of directors and executive officers, and succession plans for the president and CEO.