I am qualified as an attorney both in Japan and the United States, and I have been advising clients in cross-border M&A, finance, and international compliance matters for nearly 30 years. My specialty is investment funds, and I frequently advise overseas fund managers. I place particular importance on accountability to investors, including institutional investors such as pension funds and other asset owners. I also have experience representing major casino operators overseas, and I hope to help strengthen the Company’s international Gaming Business. As an Audit and Supervisory Committee member, I am responsible for monitoring the independence of the accounting audit and expressing opinions on its appropriateness, so I intend to carefully monitor financial indicators as well.

Our Board of Directors has a majority of External Directors, with a high percentage of women and several foreign nationals, yet there is no sense of focusing on differences in attributes. Instead, board diversity seems to have taken root naturally. It’s a vibrant and colorful group, with each Director contributing to discussions based on their own abilities and convictions.

I also regard the governance structure itself as highly sophisticated. The governance framework consists of the Board of Directors, the Group Management Committee, and the Group Strategy Meeting, which is mainly attended by executives of Group companies. Directors, including External Directors, generally participate through the first two, which allows us to engage in management efficiently from both monitoring and management perspectives. In addition, recordings of important sessions of the Group Strategy Meeting are also shared with External Directors as prior reference materials for Board of Directors and Group ManagementCommittee meetings. Subcommittees that External Directors also participate in have been established to address key governance issues, such as group risk management, and the Independent Advisory Committee for nomination and compensation is composed entirely of External Directors.

The Group business is steadily expanding globally, so Group governance is becoming synonymous with global governance. Overseas M&A has rapidly increased the number of employees abroad, making it a material issue of Group governance to manage human capital with both unifying force and respect for differences in legal systems and cultures at the global level. Unflinching willingness to try new things and learn from our mistakes has dramatically evolved our ability to address such challenges.

As corporate governance that contributes to “earning power” (i.e., the capability of an enterprise to generate profits) has become a subject widely discussed in the market, External Directors are also sometimes expected to state opinions or views that appropriately support risk-taking. For that purpose, it is essential that we obtain appropriate and sufficient information as a basis for our judgment. Since I do not have direct access to frontline information, I actively ask questions and request additional materials whenever uncertainties arise.

As we are a holding company, there is inevitably some distance between us and the Group companies that conduct business, as well as their acquisition targets. We need to first ensure that sufficient information is gathered in a timely manner at the holding entity level. To make this information-gathering more efficient, I proposed a system whereby the Audit and Supervisory Committee could directly request informationsuch as contracts and due diligence materials from the legal officers of each Group subsidiary. What we review is not necessarily the appropriateness of the contract clauses themselves, but rather the course of negotiations, the appropriateness of personnel allocation, and the feasibility of effective PMI.

The Audit and Supervisory Committee also conducts inspections at overseas sites. When we can directly discuss matters with local employees, we gain a sense of their enthusiasm and commitment, as well as a feel for the PMI status with the entities acquired, something that cannot be fully grasped from reports at our offices in Tokyo. When the Board of Directors deliberates on additional investments and other matters in the future, firsthand knowledge of the human resources who are engaged in practical operations overseas can serve as a valuable additional point of reference alongside written information.

In recent years, expectations for engagement between Directors and institutional investors have risen, and we are seeing more requests for dialogue with External Directors, particularly from overseas investors who hold a significant portion of our shares.

Our management team, led by the CEO, is highly proactive in engaging with investors, creating various opportunities for dialogue, such as inviting major investors to the Group Management Committee for exchanges of opinions. While management-led dialogue is well established, it will become increasingly important for External Directors and Audit and Supervisory Committee members to fulfill their accountability to investors from a governance perspective. As an External Director of a global corporation, we need to strengthen our ability to engage in dialogue in English and provide explanations aligned with the legal frameworks of different jurisdictions.

In particular, with regard to the Gaming Business, which we are focusing on as our third business pillar, there is a perception that it is an unfamiliar and high-risk industry. Some investors lack sufficient knowledge and say they cannot assess the business potentials because they do not understand the industry, so further efforts are needed to ensure their understanding. It should be noted that the gaming industry is a highly regulated sector, requiring exceptionally strong compliance awareness. I also hope that investors will recognize that the External Directors are closely monitoring this business from a stringent governance perspective as it continues to be established.

At first glance, the Group’s business portfolio may appear to lack visible synergies among its businesses. In reality, the Pachislot & Pachinko Machines Business, which generates stable earnings, provides the source of funds for growth investments in other businesses and
shareholder returns, creating a structure in which the businesses support each other through cash flow. In this context, it is noteworthy that in addition to stock-based compensation for officers, the domestic Group employee stock ownership association has a participation rate of over 80% (as of July 1, 2025), which is remarkably high. We must continue to strengthen this framework that allows all employees to share in the success of the Group as a whole. The process of resource allocation based on strategic investment criteria requires each business division to rigorously evaluate the risks of the others, which contributes to sound risk governance.

In the Consumer area, structural reforms of our European studios have finally reached a conclusion, and the European business is now entering a stage where it can generate full-fledged synergies between Rovio and SEGA. When I visited Sega Europe Limited last year, the local management seems stable and there was a strong sense of belonging to the Group. Our stance is shifting from respecting the policies of local management at overseas acquisition targets to directly controlling and integrating local operations and personnel. I also have the impression that they are gaining experience in securing local human capital, which is critical to the success of overseas operations.

Among the companies acquired in the Gaming Business, negotiations with Stakelogic faced difficult periods before closing. During that time, External Directors also raised tough questions, and several extraordinary Group Management Committee meetings were convened
for extensive discussion. Through this process, we were able to ensure sufficient examination of the acquisition terms and risk factors. However, Stakelogic is a non-listed company and its operations are spread across Europe, so strengthening governance will likely become an issue going forward. I see Stakelogic and GAN as a compelling combination for the omni-channel strategy, and I expect that the know-how accumulated as a land-based casino operator through PARADISE SEGASAMMY can also be leveraged in future business development.

At the same time, an important factor in establishing the Gaming Business is our approach to responsible gaming and measures against addiction. The Group holds licenses in more than 30 jurisdictions*, including Nevada in the United States, which has the strictest regulations in the world, and has accumulated compliance expertise across these jurisdictions. By leveraging this expertise and the know-how cultivated in the Pachislot & Pachinko Machines Business, I hope the Group can contribute to the establishment of unified regulations and measures against addiction that transcend national borders.
*As of June 2025