SEGASAMMY

Corporate Information

Corporate Governance

Basic Stance

Corporate governance is central to our operations, and we continue to improve our capabilities to optimize enterprise value.Our corporate governance policy is to enhance efficiency, maintain sound management, and operate more transparently. This policy is the basis for addressing such important management issues as choosing board nominees, deciding compensation for directors and corporate auditors, and overseeing management.

Enhancing Efficiency

The Group will maximize corporate value by establishing speedy and proper decision-making processes and by making management more efficient. Shareholders and other stakeholders will benefit from these efforts.

Ensuring Organizational Soundness

We will maximize corporate value in volatile business conditions by identifying and managing diverse risks. We will also reinforce compliance systems to adhere strictly to social norms and legal requirements.

Enhancing Transparency

In light of the growing importance of corporate disclosure, we will fulfill our obligation to explain corporate actions to shareholders and other stakeholders and will undertake proactive investor relations.

Corporate Governance System

To further promote productive discussions by the Board of Directors and to strengthen its oversight functions, the Company has chosen the structure of a company with an Audit and Supervisory Committee.
This will allow it to delegate a considerable portion of important decisions on business execution to executive directors. In addition, by considering that directors with a wealth of knowledge and experience regarding the industry, market trends, products, merchandise, services, etc. can generate prompt and optimal management decisions, the Group companies have chosen the structure of a company with company auditors. The Company and the Group also appoint external directors and strengthen the executive officer and internal auditing systems, thereby improving corporate governance from the aspects of both oversight and execution.

Schematic Diagram of Corporate Governance System

Board and Committee Functions

Board of Directors

At ordinary Board of Directors meetings held once a month in principle and extraordinary Board of Directors meetings held as appropriate,the Board of Directors aims to achieve flexible management through the current level of 12 directors. Certain important managerial matters at each business company are also resolved or reported at various bodies, including the Company’s Board of Directors.

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of four Audit and Supervisory Committee members and holds its meetings generally once a month, or when otherwise necessary. The Audit and Supervisory Committee assigns duties to respective Audit and Supervisory Committee members, and deliberates on key matters for consideration such as those involving the status of establishing and operating the Group’s corporate governance and internal control systems, and evaluations of the independent auditor.

Voluntary Committees

Voluntary Committees are the bodies that discuss and inspect the specified matters regarding the management of the Group which are specifically referred by the Board of Directors, and report and submit the results of such discussions and inspections to the Board of Directors. The following two Voluntary Committees have also been established: an Independent Advisory Committee and a Group Management Committee. In addition, the Group Sustainability Subcommittee and the Group Risk and Compliance Subcommittee are established as bodies that discuss and inspect further specialized matters.

Assessed Effectiveness of the Board of Directors

Purpose of evaluation

The Company shall perform analyses and evaluations of the effectiveness of the Board of Directors each year to ensure that the Board of Directors effectively fulfills its roles and responsibilities to “improve efficiency,” “secure soundness,” and “enhance transparency” of the Company’s corporate management.

Method of evaluation

For the fiscal year ended March 31, 2023, the Company provided questionnaires to all directors and Audit and Supervisory Committee members to evaluate the effectiveness of the Board of Directors.

In addition to confirming matters considered important in the effective fulfillment of the Company’s Board of Directors’ roles and responsibilities (including composition, operation, status of deliberations concerning strategy, and other matters put before the Board of Directors), the Company confirmed matters related to the roles expected of the Board of Directors by the market, such as the Board’s involvement in initiatives related to human capital.

To ensure objective evaluations, we leveraged an external organization to designthe questionnaire and analyze and evaluate the responses.
Based on the results of the analysis of questionnaire responses, deliberations took place at meetings of the Independent Advisory Committee and the Board of Directors on matters such as the effectiveness of the Board of Directors during the fiscal year and where issues might lie.

Summary of evaluation results

As the result of these deliberations, the Board of Directors was judged to be functioning effectively based on the diversity of independent external directors and their contributions to constructive discussions. It was also favorably evaluated that deepening discussions on matters such as overall Group policies by the Board of Directors, pointed out as an issue in the previous fiscal year, saw an improvement in more productive and fulfilling discussions from a medium-to long-term business perspective.

To enhance effectiveness still further, the Board of Directors recognizes the need to deepen discussions on matters such as strengthening monitoring for the sophistication of the risk management structure for the entire Group and optimal allocation of resources among the entire Group.
Having acknowledged these issues, the Company will strive to allow the Board of Directors to function even more effectively.

Election and Dismissal Policies and Procedures for Directors

The Company has formulated a skills matrix based on the experience and knowledge required for management of a listed company and the experience and knowledge required to achieve the Company’s long-term vision. The basic policy calls for selecting and determining director candidates based on comprehensive assessment of both character and fit with the skills matrix. The Independent Advisory Committee examines a proposal for such candidates submitted by the President (Representative Director), conducts interviews and the like with such candidates, and submits the evaluation results as its opinion to the President (Representative Director). Based on these evaluation results, the President (Representative Director) judges the director candidates in accordance with the above-mentioned policy. The Board of Directors then discusses and approves such judgment. The same applies when the Independent Advisory Committee recommends director candidates to the President (Representative Director).

If a director is deemed unable to perform his or her duties due to mental or physical incapacity or if a material fact such as misconduct or violation of laws, regulations, or the Articles of Incorporation is recognized in the performance of his or her duties, the Independent Advisory Committee shall deliberate to determine the appropriate action in a timely manner. Base on the results of such deliberation compiled in a report to the Board of Directors, the appropriate action with regard to the director shall be determined by the Board of Directors.

Director Skill Matrix

Reasons for Appointment of Directors and Attendance at Board Meetings

Directors (excluding Directors serving as Audit and Supervisory Committee Members)

Name Attendance at Board of
Directors’ Meetings
Reasons for Appointment
Hajime Satomi 13/13
100%
Having served in management positions for our company and group companies, Hajime Satomi has made significant contributions to the group's development through his many years in a leadership role.
He has been elected as a director as we expect that his wealth of experience, track record, and cultivated insight will continue to contribute to the decision-making of our Board of Directors and to the enhancement of our corporate value.
Haruki Satomi 13/13
100%
Having served in management positions for our company and group companies, Haruki Satomi has contributed to the improvement of corporate performance.
As the current President and Group CEO, Representative Director, he is leading the group in his role.
He has been elected as a director as we expect that his experience, track record, and leadership will continue to contribute to the decision-making of our Board of Directors and to the enhancement of our corporate value.
Koichi Fukazawa 13/13
100%
Having served in management positions for our company and group companies, Koichi Fukazawa has been appointed in a wide range of leadership roles such as in corporate planning, administrative, and new business divisions.
Currently, he is serving as the Group CFO as well as leading the gaming business.
He has been elected as a director as we expect that his experience and track record will continue to contribute to the decision-making of our Board of Directors and to the enhancement of our corporate value.
Yukio Sugino 11/11
100%
Having served in management positions at our group company for the Entertainment Contents Business, Yukio Sugino is currently the President and COO, Representative Director of SEGA CORPORATION, leading the global business development of the SEGA Group.
He has been newly elected as a director as we expect that his experience and track record will continue to contribute to the decision-making of our Board of Directors and to the enhancement of our corporate value.
Hideo Yoshizawa 13/13
100%
Having served in management positions at our group's Pachislot and Pachinko Machines Business, Entertainment Contents Business, and Resort Business, Hideo Yoshizawa possesses an abundant and wide range of knowledge and experience across our main businesses.
He has been elected as a director as we expect that his experience and track record will continue to contribute to the decision-making of our Board of Directors and to the enhancement of our corporate value.
Kohei Katsukawa External 13/13
100%
As an external director, Kohei Katsukawa has fulfilled his role of making decisions on important management matters and supervising the execution of business operations from a fair standpoint.
He has been elected as an external director as he is expected to provide useful opinions and suggestions to corporate management based on his abundant experience and broad insight as a business manager over many years.
Melanie Brock External 12/13
92%
As an external director, Melanie Brock has fulfilled her role of making decisions on important management matters and supervising the execution of business operations from a fair standpoint.
She has been elected as an external director as she is expected to strengthen the company's corporate governance system and raise the quality of management decision-making based on her diverse thought process and values from her broad experience and rich track record as an international business leader.
Fujiyo Ishiguro External 13/13
100%
As an external director, Fujiyo Ishiguro has fulfilled her role of making decisions on important management matters and supervising the execution of business operations from a fair standpoint.
She has been elected as an external director as she is expected to provide useful opinions and suggestions to corporate management based on her abundant knowledge in the digital field from her management experience as the founder of Netyear Group Corporation, as well as additional experiences as an external director in other listed companies.

Note:

Numbers of meetings held and attended for Yukio Suno are for meetings held after his appointment as a Director on June 22, 2022.

Directors serving as Audit and Supervisory Committee Members

Name Attendance
at Board of
Directors’
Meetings
Attendance
at Audit &
Supervisory
Committee
Reasons for Appointment
Yukito Sakaue 13/13
100%
11/11
100%
Since joining our group company Sammy Corporation, Yukito Sakaue has been engaged mainly in legal and audit-related work and has served as a corporate auditor of our group companies. He has been elected as a director and member of the Audit and Supervisory Committee due to his abundant experience in auditing and insight into corporate ethics and corporate governance, and is expected to provide appropriate advice and recommendations to the management of our company.
Kazutaka Okubo External 13/13
100%
11/11
100%
As a certified public accountant, Kazutaka Okubo holds many years of auditing experience and possesses a high level of expertise in finance and accounting. He has been elected as an external director and member of the Audit and Supervisory Committee due to his extensive knowledge in governance from his experience as an external director, and is expected to provide appropriate guidance and supervision of the company's management from an objective standpoint.
Shione Kinoshita External 13/13
100%
11/11
100%
In addition to her experience as an attorney, Shione Kinoshita possesses a high level of expertise in labor law, including serving as vice-chairman of the Labor Law Committee of the Dai-Ichi Tokyo Bar Association. She has been elected as an external director and member of the Audit and Supervisory Committee due to her extensive knowledge in governance from her experience as an external director, and is expected to provide appropriate guidance and supervision of the Company's management from an objective standpoint.
Naoko Murasaki External 13/13
100%
11/11
100%
Through her many years of experience at the National Police Agency, the Ministry of Foreign Affairs, and a risk consulting firm, Naoko Murasaki has a high degree of expertise in the areas of global risk and governance. She also has extensive knowledge in governance from her experience as an external director, and is expected to provide appropriate guidance and supervision of the Company's management from an objective standpoint.

Notes:

Under a resolution passed at the 18th Ordinary General Meeting of Shareholders on June 22, 2022, the Company transitioned from the status of a company with an Audit and Supervisory Board to one with an Audit and Supervisory Committee. During the fiscal year under review, the Audit and Supervisory Board met three times by June 22, 2022, when the company transitioned to become a company with an Audit and Supervisory Committee. Henceforth, the Audit and Supervisory Committee met 11 times by the end of the fiscal year.

Compensation Amount for Officers and the Method for Calculating Such Compensation

The Company’s compensation system for directors and Audit &Supervisory Board members is designed to ensure transparency and provide greater incentive to increase corporate value.The compensation system for directors (excluding directors

who are Audit and Supervisory Committee members and external directors) is determined based on the following basic policy.

  • The system must increase management’s focus on shareholder interests and sharing value with shareholders.
  • The system must clarify the responsibilities of management in improving the corporate value of the Group.
  • The system must function as an incentive to support the sustained growth of the Group.
  • The system must have compensation levels for ensuring and maintaining excellent human resources appropriate for executing the roles and responsibilities of directors of the Company.

In addition, based on the basic policy, the compensation system for directors of the Company (excluding directors who are Audit and Supervisory Committee members and external directors) includes director’s bonuses as fixed compensation and stock compensation with restriction of transfer as performance-based compensation.

Fixed Compensation

A compensation table shall be formulated specifying the compensation amounts for each component, namely, basic compensation and role-based compensation, and the Company shall provide the sum of these components as monthly fixed compensation.

Directors’ Bonuses

Directors’ bonuses are paid at the amount determined by multiplying the above fixed compensation by coefficients calculated based on a bonus table that defines the number of months for directors’ bonuses in accordance with the three elements of the level of the amount of ordinary income, the business plan achievement level,and the year-on-year growth level.

Stock Compensation with Restriction of Transfer

The Company has introduced a stock compensation plan with restriction of transfer (continuous service-based and performance-based stock compensation) for directors (excluding directors who are Audit and Supervisory Committee members and external directors) to incentivize efforts to continuously increase corporate value and to further enhance the sharing of value with all shareholders. Specific payments and allocations are determined using a ratio of approximately 1:1:1 for fixed compensation, performance-based bonuses, and stock compensation with restriction on transfer for a single fiscal year at the time the medium-term management plan is achieved.In the current medium-term management plan, the ratio of continuous service-based shares with restriction on transfer and performance-based shares with restriction on transfer is expected to be approximately 1:3

Compensation for directors and Audit & Supervisory Board members for the fiscal year ended March 2023 is as follows.

Position Number of Directors / Audit & Supervisory Board members Total compensation (Millions of yen) Total compensation by type (Millions of yen)
Basic compensation Bonuses Performance-based shares with restriction on transfer Continuous service-based shares with restriction on transfer Of the items on the left, non-monetary compensation, etc.
Director of the Board (excluding Audit and Supervisory Committee Members and External Directors) 5 1,408 594 641 72 100 172
Director of the Board (Audit and Supervisory Committee Member) (excluding External Directors) 1 18 18 - - - -
Audit and Supervisory Board member (excluding outside Corporate Auditors) 1 4 4 - - - -
External officer 6 85 85 - - - -

Notes:

  1. The amounts of bonuses, shares with transfer restrictions linked to business performance, and shares with transfer restrictions linked to continual service shown are the amounts recorded as expenses in the current fiscal year.
  2. Under a resolution passed at the 18th Ordinary General Meeting of Shareholders on June 22, 2022, the Company transitioned from the status of a company with an Audit and Supervisory Board to one with an Audit and Supervisory Committee. Amounts paid to Audit and Supervisory Board members (excluding external Audit and Supervisory Board members) are for the period before the transition to a company with an Audit and Supervisory Committee. Amounts paid to Directors of the Board (Audit and Supervisory Committee Members) (excluding external Audit and Supervisory Committee Members) are for the period after the transition to a company with an Audit and Supervisory Committee.
  3. As of the end of the fiscal year ended March 31, 2023, the number of Directors stood at five (excluding Audit and Supervisory Committee Members and External Directors), the number of Directors (Audit and Supervisory Committee Members) (excluding External Directors) stood at one, and the number of External Directors stood at six.

Directors who received ¥100 million or more in total compensation for the fiscal year ended March 2023 is as follows.

Name Position Total compensation, etc. (Millions of yen) Company Total compensation, etc. by type (Millions of yen)
Basic compensation Bonuses Performance-based shares with restriction on transfer Continuous service-based shares with restriction on transfer Of the items on the left, non-monetary compensation, etc.
Hajime Satomi Director 532 Reporting company (the Company) 216 247 28 39 68
Haruki Satomi Director 562 Reporting company (the Company) 237 255 30 40 70
Koichi Fukazawa Director 135 Reporting company (the Company) 60 53 7 13 21
Yukio Sugino Director 105 Reporting company (the Company) 45 53 - 6 6

Strategic Shareholdings Policy

The Company possesses shares for purposes other than investment only in cases in which the Company believes the possession there of will enable business alliances, expand transactions, and will lead to an improvement in corporate value, thereby benefitting shareholders.

The Company periodically examines the economic rationale,future outlook, and other aspects regarding the possession of such shares at its Board of Directors meetings and discusses whether the future possession thereof is justifiable.In general, the Company exercises the voting rights corresponding to such shares on all proposals based on whether adopting such proposals will contribute to the sustainable growth and mid-to-long-term corporate value enhancement of both the Company and the investee.

Internal Control Systems

To improve corporate governance in the Company and the Group as a whole, the Company has established a Group Risk and Compliance Promotion Committee, and deliberates and confirms any problems occurring in constructing internal control for the management of the Group and the progress thereof, and thus strive to maintain and improve the level of corporate governance.
In addition, the Group started the Group Internal Control project during the fiscal year ended March 31, 2006; established a scheme for evaluation and reporting of the internal control system required for corporate groups under the Internal Control Report System Relating to Financial Reporting (the Japanese Version of the “SOX Act”), as stipulated in the Financial Instruments and Exchange Act; and remedied inadequacies discovered in the course of conducting such evaluation.
As a result, efforts to assure trust/reliability in financial reporting have resulted in the Company’s judgment that it has achieved effective internal control related to the financial reporting of the Group for the fiscal year ended March 31, 2023. The Company will continue to strive to assure continuing trust/reliability in our financial reporting and to maintain and develop our internal control system, taking into consideration issues such as improving efficiency and securing soundness.

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