CSR
An Overview of Our Progress and Achievements in Corporate Social Responsibility

Independence Standards for Outside Directors at Dentsu Inc.

The Company deems that any directors that fall under any of the following items do not meet the standards for independent outside directors.

1. Persons who have certain relationships with the Company or its subsidiaries

a. Persons who perform executive roles (which means executive directors, statutory officers, executive officers, managers, employees, including advisors (the same applies hereafter), or such other persons as stipulated in Item 6 of Article 2, Section 3 of the Ministerial Order of Enforcement of the Companies Act; the same applies hereafter) in the Company or its subsidiaries.

b. Persons who were directors, executive officers, managers or employees of the Company or its subsidiaries during any period in the past ten years

2. Persons who hold the position of director or other executive of a corporation and who also perform an executive role in the Company

Persons who perform an executive role such as a director, officer, corporate auditor and the like in a corporation and who also perform an executive role in the Company

3. Principal business partners

Entities whose principal client is the Company*1 or persons who perform executive roles therein, or principal clients of the Company*2 or persons who perform executive roles therein

4. Employees of an accounting firm of the Company

Those who belong to an accounting firm that conducts audits of the Company under the Companies Act or the Financial Instruments and Exchange Act

5. Outside experts of the Company

Experts (including attorneys-at-law, accountants, tax accountants, patent attorneys, judicial scriveners and consultants) who receive a large amount*3 of money or other property (except for remuneration as a director, officer, corporate auditor and the like) from the Company (or if the entity receiving such property is an organization, such as a corporation and association, persons belonging to such entity)

6. Persons who received donations from the Company

Persons who received a large amount*4 of donations from the Company (or if the entity receiving such donations is an organization, such as a corporation and association, persons who perform an executive role in such entity)

7. Major shareholders.

Entities that substantially own 5% or more of the voting rights of the Company or persons who perform an executive role therein

8. Persons who have fallen under items 2 through 6 in the past

Those who have fallen under any of items 2 through 6 during any period in the past five years

9. Close relatives

Close relatives of those who fall under any of items 1 through 8, except for persons who are deemed to be unimportant for the purpose hereof

*1 “Entities whose principal client is the Company” are those who received payments from the Company equivalent to more than 2% of their annual sales in the latest business year.

*2 “Principal clients of the Company” are those who made payments to the Company equivalent to more than 2% of the Company’s annual sales in the latest business year or those who provided loans to the Company the outstanding amount of which was more than 2% of the total assets of the Company in the latest business year.

*3 “Large amount” means, with respect to the amount of the property acquired by the relevant party in the latest business year, more than 10 million yen (in the case of a natural person) or more than 2% of its annual consolidated sales or gross revenue (in the case of an organization, such as a corporation or association).

*4 “Large amount” means, with respect to the amount of the donations received by the relevant party in the latest business year, more than 10 million yen or more than 2% of its annual gross revenue.

(Formulated on November 20, 2015)

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