P.72 Officers and Board of Directors (4)

Officers and Board of Directors Corporate Governance Evaluation of Board of Directors’ Effectiveness TBS recognizes that, in order to enhance sustainable corporate value and maximize the common interests of shareholders, it is essential for the Board of Directors to fully fulfill its expected roles and strengthen its functions. To obtain a more objective perspective, the company conducts a self-evaluation of the Board of Directors with the support of an external organiza- tion and works to further improve its effectiveness. In FY2025, we conducted a survey of each director and auditor, discussed the third-party organization’s report at the Board of Directors, and evaluated its effectiveness. The survey was conducted from the following perspectives: (1) the compo- sition and operation of the Board of Directors; (2) management and business strategies; (3) corporate ethics and risk manage- ment; (4) evaluation and compensation of the Effectiveness Evaluation Method management team; (5) di- (Self-Evaluation) alogue with shareholders Survey for each director and auditor and other stakeholders; Conducted with third (6) expectations and party assistance requests regarding the Report produced by third party performance of directors and auditors; and (7) Debate/evaluation by Board of Directors self-assessment.

Overview of FY2025 Evaluation

The effectiveness of the Board of Directors is generally secured, and we recognized the following as our strengths: (1) Composition and operation of the Board of Directors: With a diverse and balanced composition, the Board engages in constructive and open discussions that draw on the special- ized expertise of outside directors. The Chairman’s effective leadership and the healthy balance of tension between outside directors and the management team has created a structure that ensures high-quality decision-making to drive the company’s growth. (2) Proper operation of the Nomination and Compensation Advisory Committees: With independent outside directors forming a majority and serving as chair, the committees conduct appropriate deliberations on officer nominations and remuneration. Further advancement of the nomination and remuneration systems is expected in the future. (3) Dialogue with stakeholders and disclosure: The quality of disclosure materials has improved year by year, and proactive disclosure of sustainability information has also advanced. Opinions gained through dialogue with share- holders and investors are appropriately shared with the Board of Directors. On the other hand, regarding areas for further enhancing effectiveness, we primarily identified the following: (1) We should strengthen our monitoring of investment proj- ects and key strategies. We should also recognize the need to further refine our human resources strategy as one of key issues and engage in discussions. (2) We should further improve the efficiency of the operations of the Board of Directors and ensure sufficient time is allo- cated for deliberation on important agenda items. (3) We should continue off-site meetings and explore ways to enhance outside directors’ understanding of our business and expand opportunities for dialogue. (4) We take the incidents of fraudulent expense reimbursement very seriously and should improve the expense reimburse- ment process. Additionally, we should implement training programs to ensure that our Code of Conduct and other guidelines are fully understood, including by our group companies. (5) We should strengthen our compliance and risk management systems, including those of our group companies. Status of initiatives after the previous evaluation, and main issues and approaches for tackling them based on the current evaluation Nomination and Compensation Management Issues Board of Directors Role/Operation Composition of Board of Directors Advisory Committees

• Discussions were held from a broader perspective, including enhanced • We established a new company, SAND • Following discussions at • The Nomination Advisory deliberation and monitoring of the progress of the Medium-Term Business B, Inc., mainly to acquire content IP, and the Nomination Advisory Committee deliberated on the Plan, global strategies and other key strategies, oversight of post-M&A delegated certain authorities regarding Committee, two new ratio of independent outside Major business progress. IP acquisition to the new company. The independent outside directors directors on the Board of initiatives • We achieved the targets outlined in the “TBS Group Medium-Term monetary threshold for matters requiring were appointed. As a result, Directors, and the number of after previous Business Plan 2026” ahead of schedule. Consequently, on May 14, 2026, the Board of Directors’ approval was the Board now consists of half independent outside directors evaluation we announced the “TBS Group Medium-Term Business Plan 2026 Update.” raised. independent outside directors was increased. In addition,

and one-third female directors. the independence criteria for outside directors were revised for greater transparency.

• We recognized the need to enhance our human resource strategy as • While progress has been made to some • We should consider further Issues and one of the key issues. We should also raise compliance awareness and extent in focusing on key objectives, advancement of the nomination approaches strengthen risk management systems, including those of our group reporting and monitoring must be further — and compensation systems.

after this companies. strengthened to better track progress and evaluation assess investment projects and strategies. Support for Outside Directors

• We held roundtable discussions and off-site meetings with outside directors.
• We organized a tour of the Midoriyama Studio,

an important facility for content creation, for newly appointed outside directors.

• We should consider implementing offsite meetings regularly and multiple times.

We should also consider measures to improve outside directors’ understanding of our business and communication opportunities. 72