Evolution of Governance

Last updated: 10/17/2023

LY Corporation continues to evolve its corporate governance in line with market changes and expansion of the Group's business

Evolution of Corporate Governance and Information Disclosure

The corporate governance of LY Corporation continues to evolve with the changes in the market surrounding digital platform operators and the expansion of the Group's business.

Taking the opportunity of the business integration between Z Holdings Corporation and LINE Corporation in 2021, the institutional design has been altered with the establishment of a voluntary committee, the Governance Committee, consisting of independent outside directors, in addition to the Nominating and Remuneration Committee. As a result, the two committees serve to strengthen the supervisory function of the Board of Directors and further improve corporate governance.

With respect to executive remuneration, the remuneration plan was reformed in 2022 to establish a remuneration governance system that will serve as a driving force for the realization of the Company's management philosophy and business strategy.

The Company has been an early adopter of English-language disclosure and as a forerunner in the Internet industry, it began live-streaming its quarterly earnings results briefings before the start of the quarterly financial results disclosure system. Furthermore, LY Corporation has actively used the Internet to strengthen its communication; for example in 2013, the Company began live-streaming its General Meeting of the Shareholders.

LY Corporation will continue to build an effective and transparent governance system and enhance information disclosure.

Evolution of Corporate Governance and Information Disclosure
  1. *1 Reorganized to Nominating and Remuneration Committee in 2020, chaired by an independent outside director
  2. *2 As of October 1, 2023, Z Holdings Corporation conducted an intra-Group reorganization mainly around the core wholly owned subsidiaries, LINE Corporation and Yahoo Japan Corporation, integrating the companies to one company with Z Holdings Corporation as the surviving company.

Changes in Board of Directors

LY Corporation strengthens the supervisory function of the Board of Directors by steadily increasing the ratio of independent directors and securing full-time independent outside directors. The independent directors also provide appropriate advice and proposals to the management team in response to business strategies and business conditions, thereby improving the quality of decision-making. Following the business integration between Z Holdings Corporation and LINE Corporation, directors invited from the parent company have retired. In addition, from June 2023, there are no directors who concurrently serve as the directors of the parent company.

Changes in Board of Directors

* The independent directors meet the independent directors' criteria of the Tokyo Stock Exchange, and are registered as independent directors.