Corporate Governance

Skills Matrix

Executive Directors

	Job title Name Areas of responsibility	Major experience and expertise											Attendance at meetings of the Board of Directors (fiscal 2022)
		Corporate manage­ment	Operational experience					Finance, tax affairs, and accounting	Sustain­ability	Inter­nationality	Legal affairs	Digital technology and information security	Number of meetings attended/ Number of meetings held
			Digital	Toys and hobby	Visual/ music	IP creation/ development	Facilities/ machines
	■ President and Representative Director Group CEO Masaru Kawaguchi	●	●	●		●			●			●	19/19
	Director Yuji Asako Corporate Planning Division and Group Administrative Headquarters	●						●	●			●	19/19
	Director Nobuhiko Momoi General Manager of Group Business Strategy Department	●		●		●				●			15/15
	Director (Part-time) Nao Udagawa Entertainment Unit In charge of Digital Business	●	●	●		●			●	●		●	ー
	Director (Part-time) Kazuhiro Takenaka Entertainment Unit In charge of Toys and Hobby Business	●		●		●			●				15/15
	Director (Part-time) Makoto Asanuma in charge of IP Production Unit	●	●		●	●	●		●			●	19/19
	Director (Part-time) Hiroshi Kawasaki in charge of Amusement Unit	●	●	●		●	●		●				18/19
	Director (Part-time) Shuji Ohtsu in charge of Bandai Namco Business Arc Inc.	●						●		●		●	19/19

Note: Mr. Nobuhiko Momoi and Mr. Kazuhiro Takenaka were elected at the 17th Ordinary General Meeting of Shareholders held on June 20, 2022, and accordingly the number of Board of Directors’ meetings on which the attendance rates are based differs from that of other directors.
Ms. Nao Udagawa was elected at the 18th Ordinary General Meeting of Shareholders held on June 19, 2023, and accordingly did not attend meetings of the Board of Directors in fiscal 2022.
■:Member of the Personnel Committee

Outside Directors Who Are Not Audit & Supervisory Committee Members

	Job title Name	Major concurrent positions	Major experience and expertise											Independ­ence	Attendance at meetings of the Board of Directors (fiscal 2022)
			Corporate manage­ment	Operational experience					Finance, tax affairs, and accounting	Sustain­ability	Inter­nationality	Legal affairs	Digital technology and information security		Number of meetings attended/ Number of meetings held
				Digital	Toys and hobby	Visual/ music	IP creation/ develop­ment	Facilities/machines
	■■ Director (Part-time,Outside) Toshio Shimada	Special advisor of CAC Holdings Corporation Outside director of AEON DELIGHT CO., LTD.	●										●	●	19/19
	■■ Director (Part-time,Outside) Koichi Kawana	Outside director of Tokyo Electron Device Limited Outside director of Renova, Inc. Outside director of ispace, inc. Outside director of KUBOTA Corporation	●								●			●	19/19

Note: Major concurrent positions are as of July 2023.

Directors Who Are Audit & Supervisory Committee Members

	Job title Name	Major concurrent positions	Major experience and expertise											Independ­ence	Attendance at meetings of the Board of Directors (fiscal 2022)
			Corporate manage­ment	Operational experience					Finance, tax affairs, and accounting	Sustain­ability	Inter­nationality	Legal affairs	Digital technology and inform­ation security		Number of meetings attended/ Number of meetings held
				Digital	Toys and hobby	Visual/ music	IP creation/ develop­ment	Facilities/ machines
	Director Masataka Nagaike											●			19/19
	■ Director (Outside) Toru Shinoda	Certified public accountant							●					●	19/19
	■■ Director (Part-time,Outside) Satoko Kuwabara	Attorney-at-law partner of GAIEN PARTNERS Outside auditor of Unicafe Inc. Outside director, Audit & Supervisory Board member of Nippon Yusen Kabushiki Kaisha Outside director of Mitsubishi UFJ Financial Group, Inc.										●		●	19/19
	■ Director (Part-time,Outside) Takayuki Komiya	Certified public accountant Certified public tax accountant	●						●					●	15/15

Note: Major concurrent positions are as of July 2023.
Mr. Takayuki Komiya was elected at the 17th Ordinary General Meeting of Shareholders held on June 20, 2022, and accordingly the number of Board of Directors’ meetings on which the attendance rate is based differs from that of other directors.
■:Member of the Personnel Committee
■:Member of the Independent Directors Committee

Policy and Procedures for Determining Director Remuneration

Basic Policy

The basic policy of the remuneration system for the Company’s directors (excluding those who are Audit & Supervisory Committee members and outside directors), is to create a remuneration framework that promotes the Company’s continuous growth and improves the Company’s corporate value over the medium to long term by promoting the sharing of values with shareholders, ensuring objectivity and transparency so that the Company can adequately fulfill its accountability obligations, and fostering a healthy sense of entrepreneurship in the directors while taking into account the level of remuneration that will enable the Company to secure and retain top-grade personnel.

Specifically, the remuneration framework comprises the base remuneration as fixed remuneration and performance-based bonuses and performance-based stock compensation as variable remuneration. In addition, for the directors of the Group’s four business management companies (Bandai Namco Entertainment Inc., Bandai Co., Ltd., Bandai Namco Filmworks Inc., and Bandai Namco Amusement Inc.) and the directors of Bandai Spirits Co., Ltd., Bandai Namco Music Live Inc., and Bandai Namco Business Arc Inc., the basic policy is the same as that of the Company.

Remuneration for the Company’s directors who are Audit & Supervisory Committee members and the Company’s outside directors comprises of base remuneration only, in light of their duties. The amount of remuneration for directors who are Audit & Supervisory Committee members is determined through discussions among directors who are Audit & Supervisory Committee members, and the amount of remuneration for outside directors who are not Audit & Supervisory Committee members is determined by the Board of Directors.

Fixed Remuneration (Base Remuneration)

The base remuneration for directors of the Company (excluding directors who are Audit & Supervisory Committee members) is monthly fixed remuneration paid in cash and paid within a specific time period every month. The limit is ¥450 million per year (including a maximum of ¥100 million for outside directors). In addition, Company directors (excluding directors who are Audit & Supervisory Committee members and outside directors), contribute a fixed proportion of the base remuneration to the shareholding association for directors and officers to purchase the Company’s shares. During his or her term of office, each director continues to hold such shares, as well as shares acquired through performance-based stock compensation.

Variable Remuneration (Performance-Based Bonuses and Performance-Based Stock Compensation)

As for variable remuneration of the Company, both performance-based bonuses and performance-based stock compensation use consolidated operating profit of the Group as an indicator with the aim of directly reflecting the evaluation on management efforts by the management team of the Group in the amount of remuneration to be paid.

Performance-based bonuses

Performance-based bonuses are calculated within a range of 0% to 200% of the predetermined base amount based on the rates of achievement of the mid-term plan targets, fiscal year targets, and year-on-year targets for the Group’s actual consolidated operating profit, for each fiscal year, with the payment ratio changing within that range depending on the results of sustainability evaluations that have been newly adopted. If any of the rates of achievement is 50% or lower, performance-based bonuses will not be paid. In accordance with a resolution of the 17th Ordinary General Meeting of Shareholders, which was held on June 20, 2022, performance-based bonuses will be determined within a limit of the smaller of (i) ¥550 million per year as the limit for cash bonuses or (ii) 1.5% of the “profit attributable to owners of parent for the period.” The remuneration is paid within a specific time period every year after the end of the relevant fiscal year.

Sustainability evaluations are conducted for the purpose of motivating the eligible directors to address sustainability, and the evaluations are determined by the Board of Directors by examining factors such as the results of activities for the Group’s initiatives in line with its materiality (including initiatives for decarbonization) and indicators relating to employee engagement after deliberation by the Personnel Committee, which is an optional committee chaired by an independent outside director and of which a majority of the members are independent outside directors.

Performance-based stock compensation

Performance-based stock compensation is provided only when the Group’s consolidated operating profit is ¥75 billion or higher, and the payment ratio will be 100% if the consolidated operating profit reaches ¥125 billion (the target for the last fiscal year under the Mid-term Plan). Whether or not performance-based stock compensation will be paid and the level of payment is decided each fiscal year. Under the framework, the number of reference share units is predetermined for each officer rank, and shares of common stock of the Company and cash corresponding to the number of payment share units, which are finalized based on the degree of attainment of the consolidated operating profit target, will be delivered or paid. Furthermore, the performance-based stock compensation will be paid within two months from the day following the day on which the figure of the performance-based indicator (consolidated operating profit of the Group) is finalized.

Remuneration structure

The Company determines the remuneration structure by verifying the level of remuneration based on its performance results and objective benchmarks for the management’s remuneration obtained from external specialist organizations and comprehensively taking into consideration the ratio of fixed remuneration to variable remuneration in the annual total remuneration and the ratio of medium- to long-term remuneration in variable remuneration. If the target for the last fiscal year under the Mid-term Plan has been achieved, the ratio of fixed remuneration to variable remuneration in annual total remuneration will be about 40:60. Also, the proportion in annual total remuneration of stock-based remuneration, that is, the sum of the contribution of a fixed proportion of the base remuneration to the shareholding association for directors and officers and performance-based stock compensation will be approximately 40%.

Procedure for determining compensation

The policy, framework, and performance-based mechanism for directors (excluding those who are Audit & Supervisory Committee members and outside directors), will be determined by the Board of Directors after deliberation by the Personnel Committee, in order to seek the appropriate involvement and advice of the outside directors. In the course of deliberations by the Personnel Committee, sufficient information is provided to the outside directors so that they are able to perform their analysis, including, for instance, by asking for advice from external specialist organizations where necessary.

In regard to the method of calculating performance-based stock compensation, the matter is submitted to the Personnel Committee. A precondition is that among committee members, executive directors do not participate in deliberations regarding decisions on performance-based stock compensation. When all outside directors have agreed and made a decision on performance-based compensation, the decision is finalized through a resolution of the Board of Directors. In addition, at the business management companies, etc., in accordance with decisions based on the resolution of the Company’s Board of Directors, decisions are made through resolution of the board of directors of each of the business management companies, etc.

Succession Plan

The Company has set the term of office of directors (except for those who are Audit & Supervisory Committee members) at one year and reviews this annually to ensure the optimal system is in place. The Company has established internal rules on the retirement age of directors to build a system to promote the circulation of management. The Company has a unique program in place to systematically develop the next generation of executive leadership candidates. The planning and progress of this program are reported to the Board of Directors regularly to evaluate and make improvements based on discussions held by the Board of Directors.

The nomination of directors for the next representative directorship and new directorships involves the evaluation of directors and candidates by the Personnel Committee, which ensures a highly transparent and fair nomination system is in place for successors. The Personnel Committee is a voluntary committee chaired by an independent outside director, in which independent outside directors constitute a majority of its members.