Corporate Governance

SEGA SAMMY Group regards corporate governance as the key foundation for its corporate activities, and is working to maximize its corporate value by strengthening and enhancing this area.

Basic Stance on Corporate Governance

SEGA SAMMY Group regards corporate governance as the key foundation for its corporate activities. The fundamental principles of the Groupfs corporate governance policy are to enhance efficiency, secure a sound corporate organization, and enhance transparency. This policy is the basis for addressing such important management issues as selecting candidates for directorships, deciding compensation for directors, implementing management oversight, and determining compensation for corporate auditors.

Corporate Governance System

SEGA SAMMY Group has adopted a corporate auditor system in consideration of its objective of enabling directors, who have abundant knowledge and experience of industry, market trends, products, merchandise, and services, to make quick and optimal management decisions in a rapidly changing management environment. At the same time, we have appointed outside directors and strengthened our executive officer and internal control systems, reinforcing our corporate governance organization from the aspects of business execution and organizational oversight.

Functioning of Boards and Committees

Board of Directors: Comprising six directors, the Board of Directors convenes once a month and additionally as required and implements responsive management. Further, the Board of Directors and other bodies of the Company undertake decision making and reporting for certain significant management issues of Group companies.
Board of Corporate Auditors: The Board of Corporate Auditors, consisting of four corporate auditors, meets once a month and additionally as required to conduct deliberations and thoroughly analyze specific issues.
In addition, we implement various measures through the Group Management Liaison Committee, Group Audit Liaison Committee and other bodies based on the structure shown in the below diagram.

Functioning of Boards and Committees

Status of Internal Control System

To enhance corporate governance, the Group established the Group Internal Control Project in FY 2006, the year ended March 31, 2006, and moved forward with the establishment of a framework for evaluating and reporting on internal control systems in response to the Financial Instruments and Exchange Law, commonly known as J-SOX, which stipulates a system for evaluation and auditing standards for internal control for financial reports. Consequently, initiatives targeting reliability in financial reporting have been established, and internal control for the Groupfs financial reports for FY 2010 has been judged to be effective. In the future, the Group will continuously ensure the reliability of financial reporting and, at the same time, with consideration for efficiency and soundness, will work to maintain and develop its internal control systems.

Risk Management

A strong compliance awareness is central to effective risk management. We accordingly expanded compliance education, reinforced internal auditing, and have acted otherwise as needed. We devised Group business-specific management measures. We obtain and share information with other companies as needed as part of groupwide risk management.

Remuneration, etc., to Directors and Corporate Auditors

The total remuneration of executitives of the Company for each category The total number of officers covered by type of compensation

Titile

Number of officers target

Total Remuneration
(JPY million)

Total Remuneration by Type
(JPY million)

Base Remuneration

Bonuses

Stock-Option Based Remuneration

Director

inside

4

540

371

150

18

outside

2

31

31

|

|

Corporate Auditor

inside

|

|

|

|

|

outside

2

24

21

3

|

  • Notes:

  • 1 The remuneration limit for directors is \600 million, pursuant to the resolution at the Ordinary General Meeting of Shareholders on June 20,2006

  • 2 The remuneration limit for corporate auditors is \50 million, pursuant to the resolution at the Ordinary General Meeting of Shareholders of Sammy Corporation on June 25, 2004,and at the Ordinary General Meeting of Shareholders of SEGA CORPORATION on June 29,2004.

Consolidated total amount of compensation as an officer of the Company

Name

Titile

Total Remuneration Paid
(JPY million)

Company Name

Total Remuneration Paid by Type
(JPY million)

Base Remuneration

Bonuses

Stock-Option Based Remuneration

Hajime Satomi

Director

615

the Company

240

130

5

Sammy

|

240

|

Keishi Nakayama

Director

180

the Company

78

10

2

Sammy

|

90

|

Hisao Oguchi

Director

127

the Company

53

10

2

Sammy

|

62

|

  • Notes:

  • Only those Directors with total remuneration paid by the Company and its consolidated subsidiaries of over 100 million yen are listed.

Policy concerning the Determination of the Amount of Compensation Paid to Directors

For remuneration of the directors, within the limits of compensation was approved by shareholders, and other factors and performance responsibility ofindividual directors, we have to decide in consultation with the CEO.In addition, remuneration of the auditors, within the limits of compensation was approved by the shareholders, depending on the individual responsibility of theauditor, we have to decide in consultation with the auditor.