Governance
Corporate Governance

We at the OLC Group recognize the importance of raising management transparency and fairness, achieving sustainable growth and development, and fulfilling our social responsibilities. It is based on our recognition of these points that we aim to strengthen corporate governance, by reinforcing the internal control system, management transparency, and promoting the reinforcement of management oversight functions. By conducting honest management that emphasizes corporate ethics through these measures, we aim to increase our corporate value.

We have introduced a corporate officer system to develop a more robust group management control system and ensure corporate governance in accordance with changes in the environment surrounding our business. 
This clarifies the supervisory and executive responsibilities in each business of our Group and enables directors to focus on supervision, thereby bolstering the management’s supervisory function and encouraging the delegation of the task of business execution to corporate officers, which leads to further expeditious decisions being made. 
The directors and corporate auditors check the management of our company from their respective perspectives. The directors carry out deliberations in accordance with the basic policies of management while ensuring that there are no breaches of laws and the Articles of Incorporation. Furthermore, to promote timely and appropriate decision-making, our company has established the Executive Committee, chaired by the CEO, as an organization to decide or report on important matters concerning the execution of duties delegated by the Board of Directors (excluding matters to be resolved by the Board of Directors under the Rules of Administrative Authority). Furthermore, our company has established an optional Nomination/Remuneration Committee as an advisory body to the Board of Directors. The majority of its members are made up of independent external executive directors.

To enhance the transparency of the Board of Directors and further strengthen management structure, the Board of Directors comprises 9 directors, including 5 external executive directors, making up over 50% of the board, and discusses and makes decisions on important items.
Board of Directors meetings are attended by both standing and part-time corporate auditors, who offer opinions. The directors and corporate auditors, who have different duties, monitor management from their own unique perspectives.

• Matters related to the General Meeting of Shareholders (determination of proposals for voting)
• Matters related to quarterly and annual operating results and financial reports, and forecasts for the next period
• Matters related to the personnel affairs of executive directors and corporate officers (director candidates and responsibilities of directors and corporate officers)
• Matters related to the effectiveness of the Board of Directors
• Matters related to examination of cross-shareholdings
• Matters related to the OLC Group Long-term Management Strategy
• Report on the operating status of our Group’s internal reporting system and risk management system
• Report on the progress regarding our Group’s ESG Materiality
• Report on the FY2024 activities of the Environment Committee
• Matters related to restarting the Employee Stock Ownership Plan (ESOP) and the associated disposition of treasury stock
• Matters related to the establishment of a subsidiary for our cruise business

According to changes around the business environment, our Group has introduced the Corporate Officer System to accelerate decision-making by promoting the delegation of authority to corporate officers. 
 The Board of Directors delegates authority to the Executive Committee, which is chaired by the CEO and comprises Standing Board of Corporate Auditors members and corporate officers. The Committee discusses, decides on, and reports on important items pertaining to business execution (excluding items requiring a Board of Directors resolution). Furthermore, standing corporate auditors can also attend and offer opinions.

The Board of Corporate Auditors comprises four corporate auditors, of whom three are external corporate auditors. Based on the Auditing Policies and the Auditing Plans, the Board of Corporate Auditors members listen to reports from executive directors, officers, and employees, while reporting on the status of deliberation at important meetings, audit results, and other matters, engaging in mutual discussions. The two Standing Board of Corporate Auditors members attend and express their views at meetings of the Board of Directors, the Executive Committee, and other committees to monitor the process of important decision-making and execution of duties.
Furthermore, to assist the corporate auditors in their duties, employees who are independent from directors and the business execution divisions are assigned as dedicated staff, and the effectiveness of corporate auditing is also enhanced through cooperation between the corporate auditors, independent accounting auditors, and the Internal Auditing Department.

A voluntary Nomination / Remuneration Committee, which is chaired by the Chair of the Board of Directors and includes a majority of independent external executive directors, has been established as an advisory body to the Board of Directors. The goal is to enhance the independence and objectivity of the functions of the Board of Directors related to executive director nomination, remuneration, and other such matters. The committee deliberates on the validity of the nominations and remuneration of executive directors and Board of Corporate Auditors members (including draft proposals on these for the General Meeting of Shareholders), as well as succession plans, and then reports to the Board of Directors. Decisions on individual remuneration amounts for executive directors are entrusted to the committee by the Board of Directors.

During FY2025, the Nomination / Remuneration Committee met twice, with the following members in attendance: Toshio Kagami, Committee Chair, Representative Director, and Chair of the Board of Directors; Yumiko Takano, Representative Director, Chairperson and CEO; Tsutomu Hanada, Executive Director (External); Yuzaburo Mogi, Executive Director (External); and Misao Kikuchi, Executive Director (External). The committee deliberated the draft proposal for the General Meeting of Shareholders on the election of executive directors and the draft proposal on the election of representative directors and senior executive directors, among others.
Furthermore, the committee resolved the amount of remuneration provided to individual executive directors, as tasked by the Board of Directors, and also reported on matters concerning the CEO/COO succession plans.

The OLC Group regards the development of next-generation management talent to be a management issue of paramount importance. It is also considered to be a key initiative in the ESG Materiality area of “Robust management foundation.” We therefore strive to establish a next-generation human resources development system to continue to enhance our corporate value, and are working toward the following KPI for 2030: “A system for securing a pool of talent is in place, facilitating the execution of succession plans.” Specifically, we are working to identify the requirements expected of managerial talent and, in partnership with our top management, to align these requirements with the actual progress we have made in talent development to enhance its effectiveness. In addition, we are upgrading our training system to help future leaders acquire the qualities and skills essential for management. Specifically, this involves setting rank-specific key development themes, modifying the training programs to match these themes, and  providing the training programs. Through this effort, we will operate the management talent development cycle, thereby developing and expanding the pool of leadership talent available to us.

We have in place the Internal Auditing Department, an internal auditing body independent of the executive arm of OLC, to ensure compliance with laws and internal rules as well as efficient business execution. Internal audits involve conducting risk-based investigations and assessments and providing advice, from an objective standpoint, on whether Company operations are being conducted appropriately and efficiently in compliance with laws and regulations (including the internal control reporting system), as well as our management policies and plans and internal regulations. The purposes of internal audits are to ensure the trustworthiness of financial reporting, promote management efficiency and profitability, and help the Company achieve long-term sustainable growth and contribute to society. The Company’s internal audits cover all Group companies and are conducted under internal audit policies/plans approved by the Board of Directors. The audit director reports the audit results directly to the President of the Company as well as to the Board of Directors and the Board of Corporate Auditors as part of the dual reporting line system. Furthermore, the audit director also reports to the Risk Management Committee, Compliance Committee, and other organizations as appropriate, depending on the subject of the audit. In addition, by directly raising issues and proposing improvement measures, the audit director works to improve and strengthen internal controls on an ongoing basis.

To ensure accurate accounting, we receive audits from KPMG AZSA LLC. Our designated limited liability and engagement partners from KPMG AZSA LLC are certified public accountants Noriaki Habuto and Ryoma Dodo. Additionally, a total of 54 accountants and assistants engage in other accounting and auditing activities (As of April 30, 2026).

OLC maintains an oversight system through the appointment of external officers to strengthen supervisory functions. The external executive directors give advice and make suggestions to the Board of Directors as necessary to ensure the validity and appropriateness of the decisions made by the Board of Directors. They also offer prudent advice based on their wealth of experience, wide-ranging insights, and outside perspectives, further enhancing management’s ability to maintain fairness. 
The external Board of Corporate Auditors members consistently cooperate with Standing Board of Corporate Auditors members to share information required to oversee and supervise corporate management. In addition, they receive reports on the results of the independent accounting auditor’s reviews and year-end audits. They also exchange opinions regarding the Company’s operations as necessary while remaining well versed in a variety of Company-related information. Furthermore, the external corporate auditors cooperate with the Internal Auditing Department, a department conducting internal audit, in conducting audits by checking the internal audit plans in advance, and directly receiving the report on the internal audit results at the Board of Corporate Auditors meetings on a regular basis or at any time.

Every fiscal year, OLC’s Board of Directors analyzes and evaluates the effectiveness of the Board of Directors as a whole, using the results of the evaluation sheets distributed to and collected from each executive director and Board of Corporate Auditors member as part of evaluation material. In FY2024, as in the preceding fiscal year, the evaluation sheets were tallied and analyzed with support from an external organization. Each executive director and Board of Corporate Auditors member evaluated and provided input on the operation of and discussions at the Board of Directors, as well as the efforts made by the executive directors, external directors, and themselves. The results have indicated that these factors of the Board of Directors are generally appropriate and sufficient. Having deliberated on the effectiveness of the Board, the Board of Directors has concluded that it is being run appropriately and that its effectiveness has been ensured.

The Company’s Board of Directors decides on the policy regarding decisions on the content of remuneration for individual executive directors and Board of Corporate Auditors members (hereinafter, the “Decision Policy”), after consulting with the Nomination / Remuneration Committee on its draft policy. Decisions on remuneration for executive directors are entrusted to the Nomination / Remuneration Committee by the Board of Directors. Remuneration shall be decided within the limits determined by resolution at the General Meeting of Shareholders, after assessing the degree of achievement of management targets, the degree of achievement of targets for individual directors, and the contributions of individual directors to the Company, so that such remuneration serves as a sound incentive to drive sustainable growth. Said remuneration shall be paid periodically in cash and stock. However, external executive directors are paid remuneration in cash only. 

The remuneration of Board of Corporate Auditors members is paid on a monthly basis in the form of cash in a fixed amount in principle in view of their roles and independence, in consideration of their position to pursue their duties regardless of the corporate operating results. 

The Board of Directors has determined that the decisions regarding the content of individual directors’ remuneration are in line with the Decision Policy, because the Nomination / Remuneration Committee made the decision after considering the content from multiple perspectives, including consistency with the Decision Policy.
The remuneration of individual Board of Corporate Auditors members is determined through discussion by the members within the limit resolved at the General Meeting of Shareholders, after the validity of the levels, among other elements, has been affirmed by the Nomination / Remuneration Committee.

The Company believes in the need for long-term and amicable relationships with companies related to its business to drive sustainable growth and advances in the core Theme Park Segment. We maintain cross-shareholdings only in companies deemed to contribute to the deepening of mutual ties and enhancement of our corporate value. We will reduce such cross-shareholdings when said objectives cannot be met over the medium to long term.
Every year at the Board of Directors meeting, we carefully examine individual cross-shareholdings in terms of the appropriateness of the purpose for retention, the benefit associated with the holding (asset value, dividends, transactions, etc.), and whether or not the risk is commensurate with the capital cost, to determine the viability of the cross-shareholding.
When exercising voting rights on listed shares held, the Company shall make judgments on each agenda item from the following perspectives.

1. Will the holding enhance the corporate value of the investment target over the medium to long term and lead to greater shareholder returns?
2. Is there a risk that the holding will significantly damage share prices due to a major violation of laws or regulations, antisocial acts, scandals, or other inappropriate activities committed by the investment target?
3. Has there been significant and prolonged stagnation in performance by the investment target?
4. Is there a possibility that the holding will harm the common interests of shareholders?

[Risk]

Decreased growth opportunities and social trust due to lack of appropriate decision-making function
 

[Opportunities]
Strengthening management foundation by developing and securing a pool of next-generation management talent

Ensure that all laws and regulations and the Corporate Governance Code are complied with, and establish management systems that allow flexible responses to changes and facilitate growth.
 

The attendance status of directors and corporate auditors with regard to Board of Directors meetings held during FY2024 was as follows.

* The attendance status of Executive Directors Kenji Yoshida, Yuichi Katayama, and Rika Kanbara pertains to the period before their retirement on June 27, 2025.

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