スポーツベッティング Governance Structure

Overview

Board of スポーツベッティング Meeting

Our Board of Directors consists of eight directors, and in consideration of diversity and a balance in the knowledge, experience and capabilities of the Board of Directors as a whole, five are independent outside directors. We believe this is necessary for our sustainable growth and medium-to long-term enhancement of corporate value of スポーツベット. As our Group’s highest decision-making body for management and execution of business, the Board of Directors meets at least once a month in principle.

＜Analyzing and Assessing the Effectiveness of the Board of スポーツベッティング＞
Based on the recognition that the Board of Directors should be a place for effective and strategic discussions for the sustainable growth of the Group and the enhancement of スポーツベッティング value, we analyze and evaluate the effectiveness of the Board of Directors every year with the aim of further enhancing its functions.
A summary of the evaluation outlines and results for FY2025 is as follows.

1. Evaluation Outline

Subject	All スポーツベッティング（8 persons）
Evaluation method	The Nominating スポーツベッティング and the Board of Directors discuss the appropriateness of the questionnaire-based self-evaluation method and the outline of the questionnaire content and evaluation process in advance, and after determining that the method is appropriate, questionnaires are sent to individual executives, and the secretariat collects and consolidates the results.
Evaluation process	Each スポーツベッティング responded anonymously to each question based on a self-administered questionnaire (4 items), and also provided an evaluation of individual directors by writing in the free-response columns for each item, indicating points that they appreciated, issues they recognized, and other opinions. The results of the evaluation are summarized, and the grades for each question, opinions expressed in the free response column, and issues to be addressed in the following fiscal year and beyond are reported to and discussed by the Board of スポーツベッティング.
	February 2025
Applicable period	Board meetings held in 2024 and off-board activities for スポーツベッティング and officers.
Evaluation items	(1) Composition of the Board of スポーツベッティング (2) Operation of the Board of スポーツベッティング (3) Supervisory Functions of the Board of スポーツベッティング (4) Board Meeting Agenda

2. Summary of Evaluation Results and Future Initiatives

（1）The composition of the Board of スポーツベッティング was evaluated as having the skills, experience, and knowledge necessary for the Board as a whole and for individual スポーツベッティング to fulfill their roles and responsibilities, and the ratio and number of executive スポーツベッティング and outside スポーツベッティング were also evaluated as appropriate.
（2）In terms of the operation of the Board of スポーツベッティング, the evaluation was that sufficient materials were provided to the Board of スポーツベッティング to enable open and active discussion, and that the proceedings of the Board of スポーツベッティング were properly managed.
（3）In terms of the oversight function of the Board of Directors, the evaluation was that the Board provides adequate opportunities for outside directors to exercise their oversight function through the Independent Directors Liaison Meeting and the minutes of the Group Risk Compliance スポーツベッティング and the Group Sustainability スポーツベッティング.
（4）In terms of the board meeting agenda, the topics, rapporteurs and time allocations were rated as adequate.
（5）The evaluation of the lead independent outside director is as follows. The board of directors is composed of diverse personnel of appropriate size, and open and active discussions are held on various management issues. Information is provided to the Board of Directors for sufficient discussion, the Board allows sufficient time for discussion, and there is a high level of transparency in the operation of the Board. Through the holding of liaison meetings for independent directors and the sharing of minutes from the Group Risk Compliance スポーツベッティング and the Group Sustainability スポーツベッティング, the Board of Directors is able to deepen its understanding of the company's business and the status of responses to various issues, and is provided with opportunities to appropriately fulfill its functions as a supervisory body. We do not see any problem with the effectiveness of the Board of Directors.

The Company will further improve the effectiveness of the Board of スポーツベッティング by addressing issues identified through the evaluation process as described above.

Board of スポーツベッティング Meetings in 2025	Held 23 times

Senior Management Meeting

In order to ensure the prompt and flexible execution of the planning and execution of company-wide management policies and strategies, the Company has established a Management スポーツベッティング consisting of the Chairman and CEO, the President and COO, and all executive officers, which meets in principle every week. Based on the above objectives, the Senior Management Meeting fully reports, examines, and deliberates on important matters pertaining to the entire Group.
In addition, the Group Committees (Personnel and System スポーツベッティング and Policy & Investment スポーツベッティング), composed of members determined by the Senior Management Meeting, meet once a month to report, review, and deliberate on important matters, personnel systems, policies, and other matters pertaining to the entire Group.

Senior Management Meetings in 2025	Held 49 times

Audit & Supervisory スポーツベッティング Member Audits and Other Audit Functions

The Audit & Supervisory スポーツベッティング, which consists of three auditors (two of them, the majority, are independent outside directors), meets once a month in principle to supervise and provide a check on management and business execution. Based on auditing policies, plans and standards determined by the Audit & Supervisory スポーツベッティング, audit and supervisory スポーツベッティング members attend Board of Directors Meetings and other important meetings. At the same time, they ascertain the state of the Group by examining business conditions and other methods to audit that business activities are being conducted in conformance with laws, internal regulations, and other rules. In addition, audit and supervisory スポーツベッティング members cooperate with the Internal Audit Group and the accounting auditor through regular discussions and other means to ensure an efficient and effective auditing system. The Internal Audit Group, which is our internal audit organization, has been established as a division under the direct control of the Chairman and CEO as well as the President and COO to ensure its organizational independence. The Audit & Supervisory スポーツベッティング is also positioned as a division that possesses authority to supervise and command. Based on internal regulations and annual plans, it conducts operating audits of headquarters, central kitchens, and restaurants to identify problems, suggest improvements, and provide corrective guidance.
Accounting audits are conducted by Deloitte Touche Tohmatsu LLC, which was selected at the General Meeting of Shareholders.

Audit and Supervisory スポーツベッティング in 2025	Held 15 times

Other Committees

The Group Risk and Compliance スポーツベッティング, consisting of the Chairman and CEO, the President and COO, and all executive officers, meets at least once a year to discuss important matters related to the Group's compliance and determine basic policies. The Group Compliance Meeting, consisting of compliance promotion managers selected by each affiliated company, is held as necessary to confirm and report on the status of compliance promotion at affiliated companies, measures to prevent violations, and investigations and remedial measures in the event of violations. The スポーツベッティング confirms and reports on the status of compliance promotion at affiliated companies, measures to prevent violations, and investigation and remedial measures in the event of violations. In addition, outside officers are appointed as advisors to the スポーツベッティング to receive suggestions and advice from outside perspectives.
In addition, the minutes of the スポーツベッティング's meetings are shared with the outside directors who are in a position to oversee the Company's risk management system, and the Company has established rules for sharing information with outside directors to enhance the provision of information on important risk issues and emergency situations and the status of responses to such issues.
In order to promote sustainability management across the Group, the Group Sustainability スポーツベッティング, consisting of the Chairman and CEO, the President and COO, all executive officers, and the presidents of Group companies, meets as necessary to formulate Group sustainability policies, identify and periodically review materiality issues, determine policies and measures related to the environment and society, and report on sustainability promotion activities to the Board of Directors. The スポーツベッティング formulates Group sustainability policies, identifies and regularly reviews materiality issues, determines environmental and social policies and measures, and reports on sustainability promotion activities to the Board of Directors. The スポーツベッティング also includes outside officers in an advisory capacity, and receives suggestions and advice from outside perspectives.
In addition, the Group has established the "スポーツベット Whistleblower Hotline," which is staffed by an external specialist company, to facilitate early detection, correction, and prevention of recurrence of legal violations and misconduct that may be detrimental to our customers, investors, society, and other stakeholders, The contact point is an external specialist company that accepts whistleblowing from all officers, employees, and their families of the Group in Japan, retirees, and business partners. Whistleblower reports are shared directly with outside directors and full-time Audit Committee members, while taking into consideration the confidentiality of the whistleblower. Each overseas affiliated company also has its own whistleblower hotline, and the Company receives reports and supervises them.

Group Risk and Compliance スポーツベッティング in 2025	Held 8 times
Group Sustainability スポーツベッティング in 2025	Held 8 times

To supplement the functions of the Board of Directors, the Company has established the "Nominating スポーツベッティング" and the "Remuneration スポーツベッティング," voluntary committees whose main members are independent outside directors appointed by resolution of the Board of Directors, thereby creating a system for fair deliberations from an independent and objective standpoint.

(i) Nomination スポーツベッティング
The Nomination スポーツベッティング discusses matters related to the proposals of appointment and dismissal of the Company’s directors and executive officers to be submitted to the Board of Directors.
The committee members consist of the Chairman and Chief Executive Officer serving as the Chairperson, and other members appointed by resolution of the Board of Directors. Currently, the committee consists of five members: the Chairperson (the Chairman and CEO of スポーツベット), the President and COO, and three independent outside directors, who compose the majority of the committee.
(ii) Remuneration スポーツベッティング
The Remuneration スポーツベッティング discusses the proposed compensation of the Group’s directors and executive officers submitted to the Board of Directors and the proposed compensation of audit and supervisory スポーツベッティング members submitted to the Audit & Supervisory スポーツベッティング.
The committee members consist of the Chairman and Chief Executive Officer serving as the Chairperson, and other members appointed by resolution of the Board of Directors. Currently, the committee consists of five members: the Chairperson (the Chairman and CEO of スポーツベット), the President and COO, and three independent outside directors, who compose the majority of the committee.

Nomination スポーツベッティング in 2025	Held 6 times
Remuneration スポーツベッティング in 2025	Held 6 times

Independent Officer Liaison スポーツベッティング

The Company has established an Independent Officer Liaison Committee, chaired by the leading independent outside director and consisting of outside directors and outside スポーツベッティング auditors to strengthen collaboration among independent officers through site visits and exchanges of opinions, and to carry out a variety of activities as a place to provide raw information on business execution be utilized in discussions at the Board of Directors. The Leading Independent Outside Director represents the outside directors in liaison and coordination with management and the Audit Committee.
In addition, in order to enhance the means of communication with outside officers, we have introduced a system where cloud-based groupware is used for questionnaires, opinion exchanges and schedule adjustments.
In FY2025, we held an information exchange meeting among outside スポーツベッティング as a liaison meeting for independent スポーツベッティング to enhance communication among outside スポーツベッティング. Executive officers, presidents of affiliated companies, and other members of the management team were also present at the information exchange meeting to share details of their operations.

Attendance of Meetings in 2025

	Name	Independent Officer	スポーツベッティング Member	Attendance of Meetings in 2025
	Name	Independent Officer	スポーツベッティング Member	Board of スポーツベッティング	Board of Auditors	Nomination スポーツベッティング	Remuneration スポーツベッティング
スポーツベッティングスポーツベッティング	Makoto Tani	―	○	13 out of 13 times （100%）	―	6 out of 6 times （100%）	6 out of 6 times （100%）
	Minoru Kanaya	―	○	13 out of 13 times （100%）	―	6 out of 6 times （100%）	6 out of 6 time （100%）
	Yoshiaki Kita	―	―	10 out of 10 times （100%）	―	―	―
	Akira Hirano	―	―	10 out of 10 times （100%）	―	―	―
	Hisashi Nakashima	―	―	10 out of 10 times （100%）	―	―	―
Outside スポーツベッティング	Fumio Tahara *Lead	○	○	13 out of 13 times （100%）	―	6 out of 6 times （100%）	6 out of 6 times （100%）
	Ayako Sano	○	○	13 out of 13 times （100%）	―	6 out of 6 times （100%）	6 out of 6 time （100%）
	Hirohiko Imura	○	○	13 out of 13 times （100%）	―	6 out of 6 times （100%）	6 out of 6 time （100%）
スポーツベッティング, Audit & Supervisory スポーツベッティング Chair	Makoto Suzuki	―	―	13 out of 13 times （100%）	15 out of 15 times （100%）	―	―
Outside スポーツベッティング Auditor & Supervisory スポーツベッティング Member	Tatsuya Aoyagi	○	―	13 out of 13 times （100%）	15 out of 15 times （100%）	―	―
Outside スポーツベッティング Auditor & Supervisory スポーツベッティング Member	Reiko Okuhara	○	―	13 out of 13 times （100%）	15 out of 15 times （100%）	―	―

* Of the officers as of March 2025, officers who took office after the Shareholders Meeting held in March of the same year are excluded.
* Lead Independent Outside スポーツベッティング.