Corporate Governance

1. Board of Directors

Board of Directors consists of eight directors who make decisions regarding management and supervise the performance of duties. They are Fumio Nagase, Chairman of the Board & Representative Director; Nobuo Fuse, President & Representative Director; Masakazu Morita and Shunjiro Nagase, directors; Atsuko Murakami, outside director; Osamu Chiba, Takehito Yamakawa and Hiromi Nakazawa, outside directors and Audit & Supervisory Committee members.

2. Audit & Supervisory Committee

Audit & Supervisory Committee consists of three members: Osamu Chiba, outside director, as a chairman of the Committee and Takehito Yamakawa and Hiromi Nakazawa, outside directors. The Committee strives to strengthen the functions of auditing and supervising the performance of duties by the executive directors and to enhance the corporate governance system.

3. Executive Officer System

The Company separates the functions of management supervision and operational execution to facilitate swift decision-making and respond appropriately to the external environment, and has adopted an executive officer system. The company has appointed nine executive officers as follows.

Title

Full Name

In Charge Of

President & CEO

Nobuo Fuse

Group CEO

Senior Managing Executive Officer

Masakazu Morita

Group CFO and Production Technology Services business, game related business

Executive Officer

Shunjiro Nagase

Content Creation business, strategy and global business

Executive Officer

Toshiaki Okuno

Content Creation business, animation

Executive Officer

Masashi Nakamura

Production Technology Service business, entertainment media

Executive Officer

Akira Shimura

Production Technology Services business, TV and commercial post-production services

Executive Officer

Atsushi Shinohara

Production Technology Services business, talent business

Executive Officer

Takashi Takimizu

Imaging Systems & Solutions business and group technology development

Executive Officer

Masaharu Yoshizawa

Live entertainment business

Group Management Committee has been set up as a decision-making body for business execution. It is held once a month or any time if necessary. The Committee consists of nine members, including Nobuo Fuse, President & CEO, as a chairman of the Committee and other executive officers. According to Group Management Committee Regulations, the Committee identify important business issues for the group and discuss them, including medium to long-term issues which should be deliberated at Board of Directors such as corporate strategies and any urgent issues.

4. Personnel Advisory Committee

Personnel Advisory Committee discusses and deliberates appointment and dismissal of directors (including outside directors), successor plan, individual director compensation, and policy for compensation of directors and executive officers, and reports them to Board of Directors. The Committee consists of four members: Fumio Nagase, Chairman of the Board and Representative Director, as a chairman of the Committee, Atsuko Murakami, outside director and Osamu Chiba and Takehito Yamakawa, outside directors and Audit & Supervisory Committee members.

1) System to Ensure Directors and Employees Comply with Laws & Regulations and the Articles of Incorporation in Performing Duties

The Company’s Board of Directors establishes rules on corporate ethics and other rules concerning the compliance system as standards to ensure the compliance of directors and employees with laws and regulations and social norms. General Affairs Division oversees compliance initiatives across the Company to ensure strict compliance, plays the main role in training and education, and has also established a whistleblowing and consultation hotline as a means of providing information directly to employees about actions and events they have questions about in regard to compliance.
The Company is resolutely opposed to antisocial forces that threaten social order and sound conduct of the Company and takes systematic steps to oppose them.

2) Retention & Management of Information Concerning the Performance of Duties by Directors

Information concerning the performance of duties by directors is recorded in writing or on electronic media (hereafter, “documentation”) and retained. Directors may view such documentation at any time.

3) Rules on Management of Risk of Loss and Other Systems

We have established internal rules on risk management to address various risks inherent to business activities, and have built a risk management structure that is overseen by General Affairs Division. When a serious event occurs, a crisis response headquarters is established with President and Representative Director as the head, and rapid action is taken to prevent expansion of the damage.

4) System to Ensure that Directors Perform their Duties Efficiently

Board of Directors specifies company-wide goals shared with directors and employees, and uses the following management and operating systems to increase the efficiency of directors in performing their duties.

1. Formulates internal rules on responsibilities and authority and on decision-making.
2. Uses an executive officer system
3. Formulates the Mid-Term Business Strategy, establishes performance goals and a budget based on the Mid-Term Business Strategy, and implements IT-based performance management
4. Reviews performance at Board of Directors meetings and other meetings, and implements measures to improve performance regularly.

5) System to Ensure Proper Operation of the Corporate Group Consisting of IMAGICA and its Group Companies

As a holding company, IMAGICA GROUP allocates the necessary management resources from the perspective of what is optimal for the group as a whole. We also ensure appropriate operation of group companies as described below while respecting the autonomy of each company, in accordance with Group Company Management Regulaion.

1. We require group companies to discuss or report on important management matters to the Company and receive regular reports on business plans and other matters from each group company.
2. We manage risks for the group as a whole by working with each group company to respond to various risks related to the corporate activities of the group.
3. We formulate a Mid-Term Business Strategy, set a budget and performance goals for each group company, and use IT to manage performance, based on that strategy. This ensures that the directors of each group company perform their duties efficiently.
4. The Company has established a compliance whistleblowing and consultation hotline for the entire group. We ensure effective compliance in the group by making sure that everyone is aware of this.
5. Internal Auditing Office performs internal audits in a timely manner.

6) System to Ensure Reliability of Financial Reports

To ensure reliable financial statements, the group has established internal controls for financial statements. We evaluate these internal controls on a continuous basis as we implement them to make sure that they are functioning effectively, and implement improvements as necessary.

7) System to Ensure Independence of Employees from Directors (Excluding Directors Who are Audit & Supervisory Committee Members) When Audit & Supervisory Committee Appoints the Employees to Assist Them

Audit & Supervisory Committee Office was established to assist Audit & Supervisory Committee in performing its duties. Staff members are assigned to assist Audit & Supervisory Committee members and decisions on the personnel evaluations for and transfer of these staff members require the consent of Audit & Supervisory Committee.

8) System for Group Directors (Excluding Directors Who are Audit & Supervisory Committee Members) and Employees to Report to Audit & Supervisory Committee and System for Others to Report to Audit & Supervisory Committee

A system has been established for group directors (excluding directors who are also Audit & Supervisory Committee members) and employees to promptly report to Audit & Supervisory Committee on legally mandated matters, and also on important management matters, other matters that could have a serious adverse impact on the Company and the corporate group, the status of internal control implementation, and the status of reporting via the compliance whistleblowing and consultation hotline. Directors (excluding directors who are also Audit & Supervisory Committee members) and employees must report promptly to Audit & Supervisory Committee when asked to do so by Audit & Supervisory Committee.
The Company also prohibits retaliation against a director or an employee who has reported to Audit & Supervisory Committee, and makes sure that everyone in the company is aware of this.

9) System to Ensure Efficient Audits by Audit & Supervisory Committee

Audit & Supervisory Committee strives to maintain mutual communication and exchange information with the accounting auditors, Internal Auditing Office, and the auditors of each group company.
When Audit & Supervisory Committee requests an advance or reimbursement for performing committee duties, the company pays these invoiced expenses except when such expenses are deemed unnecessary for the performance of Audit & Supervisory Committee duties.