Independence Criteria for Outside Directors and Outside Corporate Auditor of マリオrpgカジノSustainability / Corporate Governance
マリオrpgカジノ (the “Company”) declares that an outside director or an outside corporate auditor who does not fall under any of the following descriptions is independent of the Company:
1. Major Shareholder
- パラダイスカジノ (within the past ten (10) years) executive (as defined in Article 2(3)(vi) of the Regulation for Enforcement of the Companies Act of Japan; hereinafter the same) of a major shareholder (including its parent company or its subsidiaries) of the Company (a shareholder directly or indirectly holding 10% or more voting rights).
2. Major Business Partner
- パラダイスカジノ (within the past three (3) years) executive of a corporation of which the Company or its subsidiaries is a major counter party to a sale transaction (*1).
- パラダイスカジノ (within the past three (3) years) executive of a corporation which is a major counterparty to a sale transaction of the Company or its subsidiaries (*2).
3. Major Lender
- パラダイスカジノ (within the past three (3) years) executive of a major lender (*3) of the Company or its subsidiaries.
4. Specialized Service Provider
- パラダイスカジノ (within the past three (3) years) member, etc. of an auditing corporation that is an accounting auditor of the Company or its subsidiaries.
- パラダイスカジノ (within the past three (3) years) person who does not fall under any of the above but is an attorney-at-law, certified public accountant, tax accountant, or other consultant receiving a large amount (*4) of money or other assets other than director’s or corporate auditor’s remuneration from the Company.
5. Large Donation
- パラダイスカジノ (within the past three (3) years) executive of an organization receiving large amount (*5) of donations from the Company or its subsidiaries.
6. Close Relative
- パラダイスカジノ (within the past three (3) years) spouse or relative within the second degree of kinship (“close relative”) of a director, managing executive officer, executive officer, or other important employee of the Company or its subsidiaries.
- A close relative who falls under any of the requirements of 1. through 5. above. However, “executive” in 1. through 3. and 5. above shall be limited to a director, executive officer, corporate executive officer, chief director or other person who is in a position similar thereto, and “member, etc.” in 4. above shall be limited to a member or partner.
7. Other
- A person who cannot be expected to be substantially independent due to circumstances other than those mentioned above.
- *1 A business partner receiving payments from the Company or its subsidiaries amounting to 2% or more of the business partner’s annual consolidated net sales in any of the last three (3) financial years.
- *2 A business partner whose payments made to the Company or its subsidiaries have amounted to 2% or more of the Company’s annual consolidated net sales in any of the last three (3) financial years.
- *3 A lender whose loans to the Company or its subsidiaries have amounted to 2% or more of the Company’s consolidated total assets in any of the last three (3) financial years.
- *4 An amount of equivalent to USD120,000 or more per year on average over the last three (3) years for individuals or, for those belonging to an organization such as a corporation or partnership, an amount of 2% or more of the annual gross revenue of the organization on average over the last three (3) financial years.
- *5 The greater of JPY10 million per year or 2% of the annual gross revenue of the organization on average over the last three (3) financial years.
Established and enacted on October 1, 2023