Dentsu's Corporate Governance Implementation Structure

The Company’s Board of Directors considers that providing a strategic direction for the Company based on its Purpose and Vison is its main role and responsibility and has chosen a company with a Nominating Committee, etc. as a structure to achieve this. The Board of Directors delegates a large part of its decision-making authority regarding business execution to the Group Management Team members including executive officers and urges expeditious and resolute business judgment thereby. The Board of Directors, in which a majority of directors are independent outside directors, also enhances corporate value by strengthening oversight of overall management, including its management strategy and Medium-term Management Plan, and by improving the effectiveness of auditing and internal controls. The Company has established the Group Management Board, composed of Group Management Team members including executive officers, under the Board of Directors. The Group Management Board deliberates important items of the Company other than items to be resolved by the Board of Directors and critical management matters in the entire Group and pre-deliberates items to be resolved by the Board of Directors. In addition, issues that require specialized consideration will be decided by the various committees (Group M&A Committee, Group Sustainability Committee, Group Human Rights Committee, Group Compliance Committee, Group Risk Committee, Group Nomination Committee, and Group Compensation Committee), and then submit them to the Group Management Board for discussion or report in accordance with its rules. Efficient decision-making is carried out by setting items that can be resolved exclusively by each meeting body and items that need to be referred to a higher-level meeting body.