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. Under the Group Management Board, the Company has also established the Group Executive Management Meeting composed of the Group’s executive management with executive responsibility, among the members of the Group Management Team. The Group Executive Management Meeting decides on the formulation and promotion of the Group’s management strategies (business, finance, human capital, and ESG).

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