Our. Management. BOARD DIRECTORS AND CORPORATE AUDITORS (As of June 20, 2014) Board Director Koki Koyama. Board Director Masao Nito

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1 Our Management BOARD DIRECTORS AND CORPORATE AUDITORS (As of June 20, 2014) Koki Koyama Masao Nito Representative Director, President Shinji Takada Representative Director, Chairman Shigeki Nishiyama Akira Tanaka SKY Perfect JSAT Holdings Inc. 34

2 To Our Shareholders and Investors Corporate Data Satellite Basics/Glossary Consolidated Financial Highlights Overview Representative Director, Chairman Shigeki Nishiyama Review of Operations Special Feature Corporate Social Responsibility Financial Section 2011 Representative Director, Chairman, In charge of Internal Control (to the present) Representative Director, Chairman, SKY Perfect JSAT Representative Director, President Shinji Takada 2011 Representative Director, President, (to the present) Representative Director, President & Chief Executive Officer, SKY Perfect JSAT Masao Nito 2008 Director (to the present) Director, Senior Executive Vice President, SKY Perfect JSAT 2010 In charge of Corporate Planning& Strategy (to the present), Chief Risk Management Officer (to the present) 2011 Chief Information Management Officer (to the present) 2013 In charge of Finance and Administration, In charge of Engineering, Chief Group Compliance Officer (to the present) Akira Tanaka 2008 Senior Managing Executive Officer, SKY Perfect JSAT 2013 Director, In charge of Multichannel Pay TV Business (to the present) Director, Senior Managing Executive Officer, SKY Perfect JSAT Koki Koyama 2014 Director, In charge of Space & Satellite Business (to the present) Director, Senior Managing Executive Officer, SKY Perfect JSAT s (Non-Standing) Iwao Nakatani (outside)* Masakatsu Mori (outside)* Kazunobu Iijima Masayuki Hirata (outside) Corporate Auditors Noriaki Sakamoto (outside) Ryoji Hirabayashi Corporate Auditors (Non-Standing) Toshiaki Katsushima (outside)* Tetsuya Fujita (outside) Corporate Governance *Independent director/auditor 35 Annual Report 2014

3 CORPORATE GOVERNANCE The SKY Perfect JSAT Group strives to maintain transparent corporate governance systems that are able to meet the demands of a rapidly changing business environment. As a corporate entity that provides the highly public services of broadcasting and communications, we pursue rigorous corporate ethics based on legal compliance and ongoing reinforcement of our risk management system. 1. Appropriate, Efficient, and Highly Transparent Corporate Governance Board of Directors The Company s Board of Directors consists of 9 directors, three of whom are outside directors, as of June 20, As the basis of the system to ensure efficient execution of duties of the directors, the Board meets once monthly in principle, and on other occasions as necessary, to make decisions concerning important business matters for the Company and Group companies. The directors also share information on important facts related to individual group companies and conduct risk management in an appropriate and prompt manner. Along with defining clearly the duties of each director, the company clarifies their roles in business execution based on our regulations, as well as appoints a responsible leader of each division. With this system, the Company ensures the conduct of Corporate Governance Systems SKY Perfect JSAT Holdings Inc. General Meeting of Shareholders Report Appoints Appoints Board of Corporate Auditors: 4 Corporate Auditors (3 Outside Corporate Auditors) Audits Board of Directors: 9 Directors (2 Representative Directors) (3 Outside Directors) Consults Nomination and Remuneration Committee Report Chairman Auditors Consults Management Committee Accounting Audit President Divisions: Internal Audit/Internal Control Promotion/Corporate Planning/ Human Resource/Corporate Communications & Investor Relations/ Finance/Accounting/General Affairs/ Legal/Information Systems Information Disclosure Committee (As of June 20, 2014) SKY Perfect JSAT Holdings Inc. 36

4 Consolidated Financial Highlights To Our Shareholders and Investors Review of Operations Special Feature Corporate Governance Corporate Social Responsibility Overview FY2013 Major Activities Conducted by Outside Directors Name Iwao Nakatani Activities Nakatani attended all of the 14 Board of Directors meetings held in the fiscal year under review. With regard to the business deliberation and other matters, he provided advice as necessary based on his high level of expertise in the field of economics and business management. Masakatsu Mori Mori attended all of the 14 Board of Directors meetings held in the fiscal year under review. With regard to business deliberation and other matters, he provided advice as necessary based on the abundance of experience and knowledge in the field of corporate management that he has acquired as a manager of a consulting firm. Masayuki Hirata Hirata attended all of the 10 Board of Directors meetings held in the fiscal year under review. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge in the fields of communications. Tadashi Saito Saito attended 8 of the 10 Board of Directors meetings held in the fiscal year under review. With regard to business deliberation and other matters, he provided advice as necessary based on his abundance of experience and knowledge in the fields of electronics. appropriate and efficient business execution. Meanwhile, the appointment of three outside directors, who possess a wealth of expertise and experience in corporate management, enriches discussions at Board of Directors meetings with a variety of viewpoints and enhances the rationality and appropriateness of decision-making, as well as increases the effectiveness of the corporate governance system. Management Committee The Company has clarified the scope of decision-making authority, including the President s, based on the regulations on the authority of management. Along with this, the Company has established a Management Committee as a consultative body that helps the President make decisions on business execution-related matters as necessary. The Committee meets as necessary and members discuss important matters relating to the business of the Company and its subsidiaries. It also performs a Group governance function through the sharing of information on the progress of the business operations of subsidiaries. Moreover, SKY Perfect JSAT Corporation, a core business company of the Group, holds weekly executive meetings where important matters relating to the Company s business execution are discussed. Other Committees The Company has a Nomination and Remuneration Committee that acts as an advisory body to the Board of Directors. The Committee makes independent recommendations concerning the nomination of officials and the setting of remuneration. In addition, the Company has an Information Disclosure Committee, which presents suggestions to the President concerning timely and accurate information disclosure. The Committee convenes weekly, as a general rule, to consider information that is intended for disclosure. The Committee is chaired by the President, and includes the manager in charge of information disclosure and Board directors involved in information disclosure. Full-time auditors also attend the Committee s meetings as observers. The general manager of the Corporate Communications and Investor Relations Division serves as secretary of the Information Disclosure Committee, which functions as the official entity for examining and confirming the Timely Disclosure Rules of the Tokyo Stock Exchange. Financial Section Corporate Data Satellite Basics/Glossary 37 Annual Report 2014

5 2. System Ensuring and Supervising Sound Business Management Appointment of Independent Directors/Auditors To protect general shareholders and enhance cooperate governance, the Tokyo Stock Exchange, on which the Company is listed, requires that all listed domestic companies appoint at least one independent director/auditor. An independent director/auditor is an outside director or auditor who is unlikely to have any conflict of interest with general shareholders. In other words, an independent director/auditor is a person who participates in management from a neutral and objective standpoint and who does not have any interests in the Company or Group. In accordance with this requirement, the Company has two independent directors and one independent auditor. Board of Corporate Auditors The Company s Board of Corporate Auditors consists of four members, two of whom are outside auditors. Corporate auditors attend important decision-making meetings, including Board of Directors and Management Committee meetings, where they engage in frank and free exchanges of ideas and opinions. They conduct investigations of departments and subsidiaries based on annual plans, and audit the business performance of directors. The Board of Corporate Auditors receives audit reports from account auditors as necessary, and the board receives reports from the Internal Audit Division, provides advice, and exchanges opinions on the status of internal controls. Major Activities Conducted by Outside Auditors Name Toshiaki Katsushima Activities Katsushima attended 13 of the 14 Board of Directors meetings and 12 of the 13 Board of Auditors meetings held in the fiscal year under review. He provided advice as necessary with regard to the business deliberation and other matters from his standpoint as a certified public accountant and a certified tax account based on his abundance of experience and knowledge in the field of financial accounting. Shinji Takeda Takeda attended 8 of the 14 Board of Directors meetings and 11 of the 13 Board of Auditors meetings held in the fiscal year under review. He provided advice as necessary with regard to the business deliberation and other matters based on his abundance of experience and knowledge in the field of broadcasting. 3. Status of Development of Internal Control Compliance Committee and Compliance Help Line To ensure that business execution of the Company s directors and employees comply with relevant laws and regulations, articles of incorporation and various internal regulations, the Company has established a Compliance Committee and its Secretariat, the Compliance Promotion Office. The Committee appoints a Chief Compliance Officer who acts as chairperson of the Committee. The Committee chairperson submits issues on including compliance program matters and facts regarding compliance to the Committee for deliberation, as well as reports the deliberation results to the Board of Directors as necessary. The Compliance Promotion Office is in charge of maintaining, managing and determining the content of compliance programs for the entire company, and it provides compliance education and training to members of the Board of Directors, executives, and employees. Moreover, the Company has put into place an internal and external Compliance Help Line system that enables those who suspect they have discovered illegal business activities or practices by employees, executives or members of the Board of Directors to report them immediately or discuss their concerns with internal Help Line staff. Risk Management Committee To recognize and evaluate risks related to business execution comprehensively and conduct appropriate risk management, the Company has established risk management regulations. To ensure the effectiveness of the regulations, the Company has established a Risk Management Committee, which is chaired by the Chief Risk Management Officer. The Committee determines risk management policies, evaluates risks, and examines risk prevention measures. At the same time, the Committee is responsible for strengthening the overall risk management system through the study of individual events. The Chief Risk Management Officer reports to the Board of Directors on the status of risk management and other matters as necessary. SKY Perfect JSAT Holdings Inc. 38

6 To Our Shareholders and Investors Review of Operations Special Feature Overview 4. Remuneration System Designed to Raise Corporate Value The Company has adopted a performance-linked cash remuneration system. Under this system, in addition to a basic salary, directors also receive remuneration based on their achievement of management indices established at the beginning of the fiscal year as an incentive to improve corporate performance. The Nomination and Remuneration committee is chaired by an outside director and is composed of a majority of outside directors. Consolidated Financial Highlights Remuneration of Directors and Auditors in the Year under Review Total Remuneration ( millions) Position Basic Performance-linked Number of Eligible Recipients Directors (Excluding Outside Directors) Auditors (Excluding Outside Auditors) 26 2 Outside Directors/Auditors 46 6 With a strong sense of social responsibility as a public service provider of broadcasting and communications, the SKY Perfect JSAT Group contributes to creating an affluent society. The fundamental objective of corporate governance is to maximize the Group s corporate value in the capital market as a responsible listed company. To achieve this objective, we make establishing good relationships not only with our shareholders and customers to whom the Group provides services, but also with the Group s various stakeholders, including our clients and employees, a top priority of our business management. On top of this, we pursue swift decision-making in a changing social and economic environment with a strong recognition of the importance of corporate ethics based on legal compliance, along with further enhancement of sound business operations. To our shareholders and investors, we ensure prompt and accurate information disclosure, as well as increase our management transparency by providing extensive information. Corporate Governance Corporate Social Responsibility Financial Section Corporate Data Satellite Basics/Glossary Shigeki Nishiyama Representative Director and Chairman in charge of internal control 39 Annual Report 2014

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