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 Vision is its main role and responsibility. To achieve this, the Company has adopted the structure of a Company with Nominating Committees, etc. By delegating a substantial portion of its authority over business execution to the Executive Officers, the Board of Directors encourages prompt and decisive management judgment by the Global Management Team Members, including the Executive Officers. At the same time, the Board of Directors, in which a majority of directors are independent outside directors, will further enhance corporate value by strengthening its oversight of overall management, including management strategy and Medium-Term Management Plan, and by improving the effectiveness of internal controls.

Under the Board of Directors, the Company has established the Group Management Board, composed of the Executive Officers. The Group Management Board deliberates (including deliberation in preparation for submission to the Board of Directors) and decides on important matters including budgets, financial results, dividends, earnings forecasts, M&A and investment-related activities, Medium-Term Management Plan, major personnel matters, and the establishment, revision, and abolition of major internal regulations. In addition, the Company has established specialized committees to deliberate on specific matters, including Group M&A Committee, Group Sustainability Committee, Group Compliance Committee, Group Risk Committee, Group Nomination Committee, Group Compensation Committee, Group Human Rights Committee and Regional Governance Committee. Through these governance structures, the Company seeks to ensure the soundness, transparency and efficiency of management, and to enhance medium- to long-term corporate value.