Corporate Governance

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The corporate governance of LY Corporation (the “Company”) is described below.

Basic Views

The LY Corporation Group (the “Group”) regards corporate governance as an indispensable function for enhancing corporate value over the medium to long-term. As stated in the “LY Corporation Group Code of Conduct,” each director and employee fully understands his or her required role, maintains proper corporate governance to earn the trust and understanding of all, and conducts efficient corporate activities. (Please note that the former "Promise to Our Users (Charter of Corporate Behavior)" has been integrated to the "LY Corporation Group Code of Conduct".)

*The AML/CFT Council makes reports and discusses matters on efforts to combat money laundering and financing of terrorism.
(AML stands for Anti-Money Laundering and CFT stands for Combating the Financing of Terrorism.)

Corporate governance system

The Company regards corporate governance as a vital function in order to enhance medium- to long-term corporate value and conducts appropriate and effective corporate management. Meanwhile, the Company has adopted a system in which it has an Audit and Supervisory Committee and established the Nominating and Remuneration Committee and Governance Committee as voluntary committees, in order to establish both: a structure that encourages “aggressive governance” so that timely business decisions can be made in the internet industry; and a structure that promotes the aim of the corporate governance code, namely “transparent, fair, timely, and decisive decision making”. In addition, as of June 18, 2024, the Company has changed the composition of its Board of Directors to six directors (out of which four are independent outside directors, accounting for the majority) to separate management and business execution functions and further reinforce corporate governance.

Board of Directors

The Board of Directors is responsible for corporate management policies, management strategy, business planning, the acquisition and liquidation of important assets, decision making regarding important organization and personnel matters, and the supervision of the business execution of the directors.
The composition of the Board of Directors, chaired by the President and Representative Director, is as shown in the table below.
In order to ensure supervision and decision-making from objective and diverse points of view, four out of the six directors are independent outside directors. In nominating the director candidates, the Board of Directors receives the proposals from the Nominating and Remuneration Committee of which the majority is constituted by independent outside directors, takes the performance, experience, knowledge, popularity, etc. in and out of this Company of the candidates into account to resolve the appropriate candidates, and proposes the candidates to the shareholders meeting.

In addition, in order to ensure the effectiveness and efficacy of decision-making, the Board of Directors analyzes and evaluates the efficiency of meeting operations and the effectiveness and efficacy of resolutions every year and discloses a summary of the results.

< Titles/names >
Chairperson and Representative Director: Kentaro Kawabe
President and Representative Director (Chief Executive Officer): Takeshi Idezawa
Outside Director (Independent Director), Full-time Audit and Supervisory Committee Member: Yoshio Usumi
Outside Director (Independent Director), Audit and Supervisory Committee Member: Maiko Hasumi
Outside Director (Independent Director), Audit and Supervisory Committee Member: Tadashi Kunihiro
Outside Director (Independent Director), Audit and Supervisory Committee Member: Yuko Takahashi

Audit and Supervisory Committee

The Audit and Supervisory Committee is responsible for auditing and supervising the entirety of the company's business activities, including the appropriateness of policy, planning, and procedures; effective business implementation; and compliance to laws and regulations through the perusal of important final decision documents, etc., the inspection of subsidiary companies, and so on. Furthermore, the Audit and Supervisory Committee receives reports on the auditing methods and results from the account auditors and internal audit methods and results from the division in charge of internal audit. Based on these activities, the Audit and Supervisory Committee regularly presents its opinions as an Audit and Supervisory Committee to the directors who are not Audit and Supervisory Committee members.

The Audit and Supervisory Committee is composed of four members, Yoshio Usumi, Maiko Hasumi, Tadashi Kunihiro, and Yuko Takahashi, who are all independent outside directors, and is chaired by Yoshio Usumi. The Company's nomination criteria for outside directors are that they must be able to fulfill their social responsibilities in accordance with the LY Corporation Group Code of Conduct, and that they must have sufficient social credibility. In addition, the independent standards set by Tokyo Stock Exchange, Inc. are used as the Company’s independence standards. Persons with specialist knowledge, experience, and skills in areas such as corporate management, financial affairs, accounting, financing , and governance are chosen as Audit and Supervisory Committee members, and each of them conducts effective audits and supervision by utilizing their abundant work experience and highly professional perspectives.

Nominating and Remuneration Committee

The Company establishes a Nominating and Remuneration Committee as a voluntary committee for the purposes of proposing to the Board of Directors, the nomination of Representative Director, directors and others, and deciding and proposing to the Board of Directors, the remunerations, etc. of directors (excluding those serving on the Audit and Supervisory Committee).

The Nominating and Remuneration Committee consists of five members, and is chaired by Yoshio Usumi, who is an independent outside director and a full-time member of the Audit and Supervisory Committee. The Nominating and Remuneration Committee also consists of: Maiko Hasumi, Tadashi Kunihiro, and Yuko Takahashi, who are independent outside directors serving on the Audit and Supervisory Committee; and Takeshi Idezawa, President and Representative Director, CEO. The independence of the Committee is ensured by the fact that a majority of its members are independent outside directors. In addition, decisions are made by a majority of the attending Committee members, provided that a majority of such members who are eligible to vote are in attendance at the time of voting, also ensuring independence in the decision-making process.

More specifically, based on the Regulation for the Nominating and Remuneration Committee determined by the Board of Directors, the Nominating and Remuneration Committee makes proposals, etc. to the Board of Directors on all matters related to the agenda of the shareholders meeting on the election and dismissal of the representative director and directors. The Committee will also consider establishing and implementing the succession plan of the representative director and other matters. Furthermore, based on the Regulations of Remunerations for Directors, the Committee determines the amount of remunerations, etc. of the directors (excluding those serving on the Audit and Supervisory Committee) after careful deliberation, taking into consideration the business performance in each quarter, contributions to the business performance, and other factors. With respect to stock-based remuneration, proposals, etc., are made to the Board of Directors, based on the Committee's resolutions.

Governance Committee

The Company establishes a Governance Committee, composed of four independent outside directors, Tadashi Kunihiro, Yoshio Usumi, Maiko Hasumi, and Yuko Takahashi, and is chaired by Tadashi Kunihiro. For transactions that involve parent companies, etc., the Governance Committee deliberates from the perspective of fairness, economic rationality, and legality, prior to the submission of proposals to the Board of Directors. In addition, for matters that are not subject to be proposed to the Board of Directors but are transactions that fall under certain conditions based on internal regulations, the Governance Committee conducts a preliminary review based on the same perspective. Furthermore, by discussing important matters related to corporate governance, the supervisory function of the Board of Directors is strengthened to further improve corporate governance and protect the Company’s minority shareholders.

Scope of the delegation of tasks to the top management staff

The Board of Directors makes decisions regarding the Company's management policies, management strategies, business plans, acquisition and disposal of important assets, and important organizational and personnel matters, and supervises the execution of duties by the directors. Specifically, items such as high value investments and loans, and the acquisition or liquidation of high value assets are within the purview of items to be resolved by the Board of Directors. Decisions regarding other individual business matters are, as a rule, to be handled by the management staff in accordance with the Regulations of the Board of Directors Meetings.

Effectiveness of Board of Directors

The Company conducted an evaluation of the effectiveness of the Board of Directors with the aim of further improving the governance of the Company and the Group. The method and results of the evaluation, as well as issues to be addressed in the future, are described below.

<Method of evaluation>
Feedback interviews were conducted with outside directors serving on the Audit and Supervisory Committee immediately after the Board of Directors meetings (11 times in total), and a questionnaire was sent to all directors at the end of the fiscal year. In addition, discussions, etc., were conducted at the Governance Committee regarding the effectiveness of the Board of Directors for this fiscal year. All the results were analyzed and evaluated by the Board of Directors.

<Results of the evaluation and future issues to be addressed>
Based on the content of the feedback interview conducted immediately after the Board of Directors meeting, partly due to the fact that progress reports on important strategic matters are being made in addition to reporting at the time of resolutions, discussions at the Governance Committee regarding the effectiveness of this fiscal year’s Board of Directors confirmed that adequate discussions and information sharing were made at the Board of Directors as a whole, including at the Governance Committee (an advisory body to the Board of Directors), Nominating and Remuneration Committee, prior briefings for the Board of Directors, and individual meetings among directors, and others.
Furthermore, a questionnaire conducted with all directors indicated that the Company's Board of Directors is generally effective in all of the evaluation items noted below.
Based on these results, the Board of Directors analyzed the results and concluded that the Company's Board of Directors is effective as a whole.
In this analysis and evaluation, the following action plans have been established to effectively hold the Board of Directors meetings in FY2024: (1) to operate with a greater awareness of security governance in response to the incident of information leakage due to unauthorized access announced in November 2023; (2) to operate with an awareness that the Company is in the phase to realize visible change and growth in its products; (3) to pay attention to the governance environment in which the Company is placed; and (4) to deepen discussions on the appropriate composition of the Board of Directors and human resource strategies. In FY2024, the Company will continue to take proactive steps, such as striving to implement said action plans, to further enhance the effectiveness of the Board of Directors, and to improve the corporate value of the Group.

<Reference: Major evaluation items in the questionnaire>
Composition and operation of the Board of Directors
Management strategies and business strategies
Corporate ethics and risk management
Performance monitoring
Evaluation and remuneration of the top management team
Dialogue with shareholders
Initiatives for the fiscal 2023 action plans, etc.

Board policies and procedures in the nomination of director candidates

The suitable person for director candidate is nominated by the Board of Directors. The criteria which are taken into consideration include performance, experience, knowledge, popularity, etc. in the Company or in other companies. If a director, etc. falls under the reasons for dismissal as prescribed in the internal regulations, the Board of Directors shall be consulted as to whether or not to submit the dismissal of such director as an agenda item for the shareholders meeting. A Nominating and Remuneration Committee, chaired by an independent outside director (including a director serving on the Audit and Supervisory Committee), and the majority of whose members are independent outside directors (including directors serving on the Audit and Supervisory Committee), will discuss and propose the nomination of director candidates and dismissal of directors, etc. to the Board of Directors. In addition, when making nominations in particular, the Nominating and Remuneration Committee pays attention to ensuring diversity in terms of gender, age, internationality, and so forth to prevent membership from gravitating towards all members having similar characteristics.

Nomination of directors and Audit and Supervisory Committee members

Kentaro Kawabe
Kentaro Kawabe has served in important positions of the LY Corporation Group including manager of the Group’s core services such as Yahoo! JAPAN News, Chief Operating Officer (COO) and CEO of the former Yahoo Japan Corporation, and President and Representative Director, Co-CEO (Co-Chief Executive Officer) of the Company, contributing to the growth of the Group. From April 2023, he serves as the Chairperson and Representative Director of the Company and is contributing to the enhancement of the Group's presence through his policy liaison and public relation activities as well as strengthening the Group’s synergy generation. He has been renominated as a director for these reasons.

Takeshi Idezawa
Takeshi Idezawa achieved the successful rehabilitation of the management of the company formerly known as livedoor Co., Ltd., and has since demonstrated strong organizational control and leadership in supervising the overall management of the LINE Group. Serving as the President and Representative Director, CEO of the Company from April 2023, he has played a leading role in rapidly generating synergy and in the governance structure, and has also been responsible for the overall management of the LY Corporation Group. He has been renominated as a director so that he can continue to lead the promotion of the Group’s management and further strengthen governance.

Yoshio Usumi
Yoshio Usumi has many years of business execution experience and track record in corporate administration. He also has abundant knowledge and track record in corporate management and corporate governance as well as deep insight in the IT business. Since he assumed his post as Outside Director (Independent Director) serving on the Audit and Supervisory Committee in June 2019, he has provided appropriate advice, now as the Chairperson of the Audit and Supervisory Committee and the Nominating and Remuneration Committee. He has been renominated as an outside director serving on the Audit and Supervisory Committee based on the judgement that he is best suited to further enhance the governance system.

Maiko Hasumi
Maiko Hasumi received an MBA from Stanford Graduate School of Business, and has substantial knowledge and experience in corporate management, as well as deep insight as a financial analyst, which she has accumulated from her career as a fund manager. She has served as an outside director (independent director) on the Audit and Supervisory Committee of the Company since March 2021 and has provided useful advice and supervision concerning the Company’s management in the Board of Directors meetings, etc., from an investor’s perspective. She has therefore been renominated as an outside directore serving on the Audit and Supervisory Committee.

Tadashi Kunihiro
As a lawyer, Mr. Tadashi Kunihiro has a broad range of insight in corporate crisis management and compliance systems. Based on his expertise, he has a track record of providing appropriate and valuable advice/recommendations at various board of directors meetings, etc., as an outside director and outside corporate auditor for multiple listed companies, including the Company. In his capacity as Chairperson of the Governance Committee of the Company, he has established a strong governance structure for the Company. In light of this record, the Company judges him suitable to continue performing duties as an outside director. He has therefore been renominated as an outside director serving on the Audit and Supervisory Committee.

Yuko Takahashi
Yuko Takahashi has many years of experience and achievements in business execution as a certified public accountant, and has extensive knowledge of finance and accounting, including being responsible for the accounting department at a company. She also serves as an outside director and outside auditor at multiple companies. She has been nominated as an outside director serving on the Audit and Supervisory Committee of the Company with the expectation that she will provide useful advice and recommendations on management from a professional and multifaceted perspective based on her knowledge and experience.

Policies and procedures for deciding the remunerations of directors

The Company has positioned executive remuneration as one of the key management strategies to encourage the top management team to exercise their leadership. The "Policy for Determining the New Remuneration, Etc., for Individual Directors" (the “Remuneration Policy”) has been established to encourage bold risk-taking by the top management team through executive remuneration and to enable the Company to achieve sustainable growth.

The establishment of the Remuneration Policy has been deliberated by the Nominating and Remuneration Committee. Details are as follows.

(1) Outline of the remuneration plan for directors (excluding those serving on the Audit and Supervisory Committee)

*When each indicator's target achievement is 100%

(2) Upper limit of remunerations, etc.

Directors (excluding those serving on the Audit and Supervisory Committee)

Directors serving on the Audit and Supervisory Committee

The stock-based remuneration for directors serving on the Audit and Supervisory Committee is not linked to business performance, but is designed to be paid in a fixed number of shares in order to ensure the supervisory function to determine the appropriateness of business execution from an objective standpoint and fostering a sense of shared interest with the shareholders by promoting the ownership of the Company's shares by the directors serving on the Audit and Supervisory Committee.

Remuneration Policy

(1) Basic principles

The following are the basic principles to ensure that the remuneration of directors (hereinafter "Executive Remuneration") serves as a driving force for the realization of the Company's mission and management strategy.

(2) Remuneration level

The level of Executive Remuneration will be set based on the basic principles of Executive Remuneration and the roles and responsibilities of each director in the management of the Company, taking into consideration the importance and difficulty of the mission undertaken by each director.
The Nominating and Remuneration Committee will verify the appropriateness of the remuneration levels after conducting a survey and analysis of the Company's management environment and the peer group of leading Japanese global companies based on the database of external research organizations. The remuneration level will be reviewed from time to time in response to changes in the external environment and changes in the roles and responsibilities of directors.

(3) Remuneration structure

(i)Overview of remuneration items

Remuneration structure for directors (excluding those serving on the Audit and Supervisory Committee)

The concept of the remuneration structure for directors (excluding those serving on the Audit and Supervisory Committee) will be to place more emphasis on stock-based remuneration as a medium- to long-term incentive, in order for the structure to function as an incentive to encourage bold risk-taking and leadership from a medium- to long-term perspective toward the realization of the Company's sustainable growth.

Details of remuneration items

Note 1: The remuneration structure will be reviewed annually by the Nominating and Remuneration Committee in accordance with the external environment and medium- to long-term strategies.
Note 2: Notwithstanding the above, in cases where locally hired directors outside of Japan are invited, etc., the remuneration level and structure may be set on an individual basis, taking into consideration the nature of their duties and the market level in the country where they are hired.
Note 3: A special bonus may be determined by the Nominating and Remuneration Committee and paid at a certain time after the end of the fiscal year based on a comprehensive evaluation of the Company's performance and the degree of achievement of performance targets during the fiscal year, as well as contributions to improving corporate value for the future, etc.
Note 4: For the fiscal year ending March 31, 2025, the Nominating and Remuneration Committee has resolved on the following KPI breakdown for (i) Consolidated performance evaluation, which weighs 80%:
Revenue (30%), adjusted EBITDA (30%), adjusted EPS (20%)
Note 5: To achieve the Company’s mission and increase the medium- to long-term corporate value of the Company, the sustainability evaluation is composed of the results of each materiality indicators for the previous fiscal year, including the carbon neutrality progress, the ratio of female managers and other diversity indicators, and data governance. The sustainability evaluation also takes into account the external evaluations received from ESG rating agencies.

Remuneration structure for directors serving on the Audit and Supervisory Committee

The remuneration for directors serving on the Audit and Supervisory Committee consists of monetary remuneration (base remuneration) and stock-based remuneration (RSU plan).

Details of remuneration items

Diagram: Company's shares to be delivered, etc., to directors under the RSU plan and continuous holding period

(ii) Share ownership guidelines

*For directors in office prior to the establishment of these share ownership guidelines (May 2022), the guidelines shall apply from the time of the establishment of these guidelines.
*In the event of a change in position that involves a change according to these guidelines, the guidelines shall apply from the time of the change in position.

(4) Remuneration governance

How Executive Remuneration is decided

The Nominating and Remuneration Committee is established as an advisory body to the Board of Directors to enhance the independency, transparency and objectivity of the process for determining Executive Remuneration. The committee is chaired by an independent outside director(including an Audit and Supervisory Committee member) and majority of the members consists of independent outside directors (including Audit and Supervisory Committee members).
The Nominating and Remuneration Committee determines the directors' remuneration level, remuneration structure, evaluation indicators, calculation methods, weight, and payment amount of base remuneration and cash bonuses, and the payment amount of special bonuses.
The details of grants for stock-based remuneration are determined by resolution of the Board of Directors based on the details set by the Nominating and Remuneration Committee.
The Nominating and Remuneration Committee will make the final evaluation of certain matters necessary for the calculation of the amount of remuneration paid to each individual director (such as the determination of the sustainability evaluation and qualitative evaluation for cash bonuses) based on the draft evaluation by the President and Representative Director, who is most familiar with the Company's management situation and the execution of duties by the directors.

Note 1: Executive Remuneration will be paid within the maximum amount of remuneration, etc. resolved at the General Meeting of the Shareholders.
Note 2: In the event of significant changes in the roles and responsibilities of directors due to changes in the external environment surrounding the Company or changes in medium- to long-term strategies, the Nominating and Remuneration Committee may review the incentive design regarding the target values and calculation methods of cash bonuses and stock-based remuneration after careful deliberation.
Note 3: In cases where the roles and responsibilities of directors are temporarily reviewed due to the Company's implementation of improvements or reforms in terms of corporate governance or sustainability, the Nominating and Remuneration Committee may, after careful deliberation, determine the payment of temporary remuneration and various allowances within an appropriate range.
Note 4: To strengthen the effectiveness of the Nominating and Remuneration Committee, the Company appoints an outside consultant as necessary to provide objective perspectives from outside the Company and expertise in Executive Remuneration, and the Company considers the details of the remuneration system, taking into account external data, the economic environment, industry trends, business conditions, and other factors.

(5) Forfeiture/return of Executive Remuneration

Forfeiture/return of remuneration granted to directors will be considered in the following cases:

- If the Board of Directors resolves to make subsequent revisions to the financial statements due to a material accounting error or fraud; or
- If the Board of Directors, etc. determines that there has been a serious breach of the duty of care, duty of loyalty, or other obligations contrary to laws, regulations, or contracts during the term of office of the directors (including directors serving as members of the Audit and Supervisory Committee).

The Nominating and Remuneration Committee, upon a request from the Board of Directors, will deliberate on whether to require the forfeiture of all or part of the rights to receive cash bonuses and stock-based remuneration or the return of all or part of the cash bonuses and stock-based remuneration already paid, and will advise and recommend the results of such deliberations to the Board of Directors. The Board of Directors will, with the utmost respect for such advice and recommendations, resolve whether or not to require such directors to forfeit all or part of their rights to receive cash bonuses and stock-based remuneration (malus) or to return all or part of the cash bonuses and stock-based remuneration already paid (clawback).

(6) Information disclosure (Engagement with shareholders and investors)

The Company promptly and proactively discloses the details of Executive Remuneration through the Annual Securities Report, reference materials for the General Meeting of Shareholders, Business Report, Corporate Governance Report, Integrated Report, and website, etc., which are prepared and disclosed in accordance with various laws and regulations. For directors (including those serving on the Audit and Supervisory Committee), the total amount of consolidated remuneration, etc. will be disclosed separately in the Annual Securities Report, without limiting to those whose total amount of consolidated remuneration, etc. is JPY100 million or more.
In addition, the directors (including independent outside directors) will be actively involved in shareholder and investor engagement. The opinions of shareholders and investors received through the engagement will be shared with the Nominating and Remuneration Committee and the Board of Directors, etc., and used to enhance corporate value.

Director remuneration for fiscal 2023

●Remuneration, etc. by director category

1. The amount of restricted stock remuneration, RSU Plan (Board Incentive Plan Trust), and stock options, is the amount of restricted stock remuneration, RSU Plan (Board Incentive Plan Trust), and stock options recorded in this fiscal year.
2. The outside directors have not received remuneration from the Company's parent company or the subsidiaries of said parent company other than those noted above in this fiscal year.
3. Stock options (non-performance based) are those granted based on the position as a director of the Company and as a director of former LINE Corporation (currently Z Intermediate Global Corporation), a subsidiary of the Company.
4. The amount of stock options (non-performance-based) shown in the table above is, in principle, the amount recorded as expenses in this fiscal year in accordance with IFRS. However, the effect of stock options (non-performance-based) voluntarily waived by one of the directors not serving on the Audit and Supervisory Committee as of March 31, 2024 (JPY5,456 million) is not included.
5. The number of directors in the table above includes two directors (excluding those serving on the Audit and Supervisory Committee) and one director serving on the Audit and Supervisory Committee who retired as of September 30, 2023.
6. The Company decided not to grant new stock-based remuneration (non-monetary remuneration) to directors (excluding those serving on the Audit and Supervisory Committee) for the current fiscal year by resolution of the Board of Directors on April 28, 2023, with the aim of contributing to the achievement of the performance targets for this fiscal year. The Company also decided not to grant stock-based remuneration (non-monetary remuneration) to directors serving on the Audit and Supervisory Committee, upon consultation among the Audit and Supervisory Committee members.

●Remuneration, etc. by director

1. Takao Ozawa and Jun Masuda have resigned as the directors of the Company as of September 30, 2023.
2. Rehito Hatoyama has resigned as the director serving on the Audit and Supervisory Committee of the Company as of September 30, 2023.
3. In addition to the above, Z Venture Capital Corporation, a subsidiary of the Company, paid to Takao Ozawa a bonus (performance-based) of JPY945 million based on the improvement of its business performance under an agreement concluded in previous years.
4. The amount of stock option (non-performance-based) for Jungho Shin noted in the table above does not include the amount recorded this fiscal year as stock-based remuneration expense for stock options (non-performance-based) that was voluntarily waived (JPY2,010 million) and the amount additionally recorded this fiscal year as stock-based remuneration expense for stock options due to the voluntary waiver (JPY3,445 million).

Fortifying internal control

For information on Fortifying internal control, please click here.

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Policy on measures to protect minority shareholders in conducting transactions with controlling shareholder

The parent company of the Company is SoftBank Group Corp., SoftBank Group Japan Corporation, SoftBank Corp., and A Holdings Corporation. The Company has enacted “Regulations for Appropriate Business Transactions and Practices by LY Corporation, its Parent Company, Subsidiaries, and Affiliates.” In accordance with these regulations, the Company strives to maintain its commitment to fair and proper transactions by expressly forbidding clearly advantageous or disadvantageous transactions with its parent company, etc. which are judged in comparison to transactions with a third party or with other similar transactions, and performing of transactions for the purpose of shifting profits, losses, or risks. In addition, of the transactions with the parent company, etc., those that exceed a certain amount are discussed in advance by the Governance Committee.

Measures to Vitalize the General Meeting of the Shareholders and Facilitate Exercise of Voting Rights

The Company makes various efforts to vitalize shareholders meetings and to facilitate shareholders' exercise of voting rights. For example, the Company has since its founding held its annual general meeting of shareholders on a day when other major companies are not holding meetings.
In addition, for foreign investors, summarized convocation notices and shareholder meeting reference materials are provided in English as well as Japanese, and published on the Z Holdings Corporation website.

Appealingly designed and printed in full color, the notices in addition contain supplementary non-financial information to broaden shareholders' knowledge of our business operations. Moreover, to ensure that a maximum number of shareholders are able to exercise their voting rights, we permit individual investors to vote online and also offer a dedicated Internet voting platform for institutional investors.
In addition, to hold constructive dialogues with shareholders and investors, the Company holds the General Meeting of the Shareholders at the meeting venue as well as via the Internet for shareholders who are unable to attend the General Meeting of the Shareholders on the day of the meeting or those who live far from the venue. The General Meeting of the Shareholders is also broadcast live on the Internet and archived videos are available at a later date not only for shareholders, but also for all investors, whether individual or institutional, who are considering investing in the Company, so that they can watch the meeting without having to log in.

Anti-takeover measures

The Company considers the risk of a hostile takeover to be low at this time due to its shareholder composition and has not introduced a specific policy against such takeovers (anti-takeover measures), but will consider effective countermeasures against hostile takeovers and their necessity as appropriate.

Directors' skills matrix

The Company's criteria for selecting directors are as follows.

【For all directors】
The director candidate must be a person who recognizes that it is his or her role to fulfill social responsibility by respecting the spirit of the LY Corporation Group Code of Conduct established by the Company and is capable of putting it into practice. In addition, the candidate must have excellent character and insight, and be healthy in mind and body.
【Executive directors】
The candidate must be familiar with the business of the Company's group and be able to contribute to the enhancement of the corporate value of the Company with strong leadership.
【Non-executive directors】
The candidate must be able to engage in the corporate management of the Company based on the individual backgrounds of each candidate.
【Outside directors】
The candidate must have sufficient social credibility.
In addition, a candidate for independent outside director shall be selected in accordance with the independence standards established by Tokyo Stock Exchange, Inc.

Directors' skills matrix (expertise/experiences of the directors)

※Please scroll horizontally for more information.

	Kentaro Kawabe (Age: 49)	Takeshi Idezawa (Age: 50)	Yoshio Usumi (Age: 65)	Maiko Hasumi (Age: 49)	Tadashi Kunihiro (Age: 68)	Yuko Takahashi (Age: 58)
Position	Director	Director	Outside Director	Outside Director	Outside Director	Outside Director
Years of office	6 year	3 year	5 year	3 year	3 year	0 year (New appointment)
Corporate management	●	●	●			●
Industry experience	●	●		●
Global management / Internationality		●
Investment / Market				●
Management / Corporate Planning / Treasury / Accounting			●			●
Risk Management / Law					●
ESG	●		●		●

Age: as of June 3, 2024,when the notice of the 28th Ordinary General Meeting of the Shareholders was sent
Years in office: as of the close of the 29th Ordinary General Meeting of the Shareholders

Details of expertise/experience

Corporate management: Experience in corporate management
Experience in industry: Expertise in IT industry and digital transformation (e.g. advertising, media, e-commerce, fintech)
Global management/internationality: Experience in overseas business development, etc.
Investment/market: Expertise such as knowledge of financial markets (analyst)
Administration/corporate planning/finance/accounting: Expertise in corporate operations (e.g. management accounting, corporate planning, financial accounting, human resources)
Risk management/law: Expertise in risk management/law
ESG: Expertise in ESG represented by environment, society (human capital development, social contribution), governance (corporate governance, security, privacy)