BANDAI NAMCO : Overview of Evaluation Results of Effectiveness of the Company’s Board of Directors for the fiscal year ending March 31, 2023142.6 KB

February 21, 2023

Name of listed company: Bandai Namco Holdings Inc.

Name of representative:

Masaru Kawaguchi,

President and Representative Director (Code Number: 7832 TSE Prime Market) Contact: Yuji Asako, Director

Overview of Evaluation Results of Effectiveness of

the Companyʼs Board of Directors for the fiscal year ending March 31, 2023

Bandai Namco Holdings Inc. (the "Company") conducts regular evaluation of the effectiveness of the Board of Directors in the aim of enhancing the effectiveness of the Board of Directors and increasing the corporate value of the Company and reports an overview of the evaluationʼs results. This practice has been ongoing since the fiscal year ended March 31, 2016.

The Company has conducted an evaluation of the effectiveness of the Board of Directors for the fiscal year ending March 31, 2023, and accordingly announces an overview of these results.

1. Method and process of evaluation

1. A questionnaire to measure the effectiveness of the Board of Directors was distributed to all 14 Directors (October 2022) and their responses comprising ratings and free comments were obtained. This time, in consideration of the Company's structural change from the fiscal year ending March 31, 2023 and the introduction of Purpose, the questionnaire contained additional questions concerning the transition to a company with an Audit & Supervisory Committee and the new Purpose, bringing the total number of questions to 36(Note).
2. The response from each Director comprising ratings and free comments were compiled by a third-party specialist organization, and based on those results, result-based analysis and examination were conducted at a meeting of the Company's Independent Directors Committee (held November 2022), which is comprised of five Independent Outside Directors.
3. At the Board of Directors Meeting held in December 2022, the chairperson of the Independent Directors Committee shared at the Board of Directors Meeting the current results of the evaluation and the issues raised, and opinions were exchanged concerning the action plan going forward.
4. At the Board of Directors Meeting held on February 21, 2023 (date of this release), the chairperson of the Board of Directors proposed the results of examination of a concrete action plan of the Board of Directors that considers the evaluation results and the raised issues. Constructive discussions were held in conjunction with this proposal and the direction of the action plan was decided.

1. Responses to issues relating to the effectiveness of the Board of Directors for the fiscal year ended March 31, 2022 (previous fiscal year)
   The results of the evaluation of the status of scale, composition, and administration of the Company's Board

of Directors for the fiscal year ended March 31, 2022 (previous fiscal year) confirmed that a system has been

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constructed to monitor decision-making of significant management items and the business execution. The results also confirmed that all constitute members had suitable understanding of the roles they are charged to fulfill, and they engaged in active discussions that included participation of Outside Directors who possess diverse experience and expertise.

On the other hand, in terms of specific issues, it was suggested that in addition to the continuation of the strengthening of policy setting from a global perspective and risk identification and monitoring in order to further enhance the effectiveness of the Board of Directors, there needs to be a strengthening of discussion from an overall optimization perspective concerning the direction in which the Group as a whole should be heading. It was also suggested with respect to fulfilling the responsibilities necessary for realizing a sustainable society, that in addition to the need for a common understanding by the Board of Directors concerning sustainability, there needs to be discussion on matters such as future direction and initiatives.

3. Responses to issues raised and suggestions relating to the effectiveness of the Board of Directors for the fiscal year ended March 31, 2022 (previous fiscal year)

After giving thought to these evaluation results, the Company's Board of Directors has been taking the following measures.

1. The Board of Directors continued to strengthen the policy setting from a global perspective and the identification and monitoring of risks.
2. In order to strengthen discussion from an overall optimization perspective concerning the direction in which the Group as a whole should be heading, the Board of Directors continued to promote the enhancement of discussions at officer intensive camps and strengthen information sharing. In addition, the Board of Directors established a new meeting body called the Vision Meeting, at which all Directors attend to hold discussions on the Group's vision and its goals for the medium to long term, and discussions on responses to ongoing raised issues. At the Vision Meeting, discussions were held to delve more deeply into such themes as the IP axis strategy, the global strategy and the personnel strategy.
3. In addition to holding discussions with external advisors to reconfirm its common understanding of sustainability, the Board of Directors held discussions on such matters as the future direction and specific measures for sustainability at officer intensive camps attended by all Directors.

4. Overview of evaluation results of the effectiveness of the Board of Directors for the fiscal year ending March 31, 2023

< Ratings >

The results of the evaluation of the status of scale, composition, and administration of the Company's Board

of Directors for the fiscal year ending March 31, 2023, like those for the previous fiscal year, confirmed that a system has been constructed to monitor decision-making of significant management items and the business execution. The results also confirmed that all constitute members had suitable understanding of the roles they are charged to fulfill, and they engaged in active discussions that included participation of Outside Directors who possess diverse experience and expertise.

< Issues raised >

As issues raised in order to enhance the effectiveness of the Board of Directors, it was pointed out that there needs to be continued strengthening of policy setting from a global perspective and risk identification and monitoring for each strategy, as well as ongoing timely and appropriate discussion on responses to environmental changes.

< Suggestions >

The following suggestions were received in light of the evaluations of effectiveness and issues raised mentioned above.

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1. Regarding the desired state of the Board of Directors
   On the matter of promoting organization of matters for deliberation at the Board of Directors, it was suggested that there needs to be investigation into something approaching a monitoring model, such as placing relative importance to discussions of all strategies from a medium- to long-term perspective. It was also suggested there needs to be investigation that includes methods for setting themes for discussions that take a medium- to long-term perspective.
2. Regarding the necessity of discussions concerning sustainability
   It was suggested that there needs to a sufficient level of discussion at the Board of Directors on the Group's direction and specific measures based on a common understanding by the Board of Directors concerning sustainability.

5. Responses to issues raised and suggestions relating to the effectiveness of the Board of Directors for the fiscal year ending March 31, 2023

After giving thought to these evaluation results, the Company's Board of Directors has been taking the

following measures.

1. Regarding the desired state of the Board of Directors
2. • In addition to promoting the delegation of authority away from the Board of Directors to the Full-Time Officers Committee (an established meeting body that conducts decisions and discussions on matters for which authority has been delegated from the Board of Directors), measures are being taken to improve the administration method of the Board of Directors and to deepen discussions at the Board of Directors Meetings.
   • At Vision Meetings and officer intensive camps at which all Directors attend, the Directors discuss and look into the future desired state of the Board of Directors and the themes that should be discussed from a medium- to long-term perspective.
3. Regarding the necessity of discussions concerning sustainability
4. • At Vision Meetings at which all Directors attend, sustainability is set as a topic of discussion and opportunities are established for multiple-session discussions on the Group's direction and initiatives.

Going forward, while continuously conducting evaluation relating to the effectiveness of the Board of Directors, efforts are being taken to further raise the effectiveness of the Board of Directors through promoting responses to the issues raised and suggestions.

(Note) Questions (major items) in the Board of Directors questionnaire

• Corporate strategy decision-making and goal-setting (4 questions)
• Potential risk understanding and response (4 questions)
• Soundness of decision making (2 questions)
• Response to stakeholders (2 questions)
• Monitoring of management resources and execution (5 questions)
• Roles and contributions, and leadership (4 questions)
• Composition of the Board of Directors (1 question)
• Administration of the Board of Directors (2 questions)
• Board culture (1 question)
• Free response (11 questions)

Roles to be fulfilled by the Board of Directors and Directors

Function of the Board of Directors

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Purpose

Oversight of business execution at operating companies Oversight of overseas business execution

IP axis strategy Personnel strategy Sustainability

Desired state of evaluation of the Board of Directors

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