Internal control system
One of the most important management issues for the TOMY Group today is maintaining the trust of our stakeholders while offering continual improvements in corporate value built on sound and transparent management practices. We will make every effort to achieve this through enhancing corporate governance and continually improving internal control systems.
- TOMY Group Code of Conduct has been established to clarify that all officers and employees in the organization must not only comply with existing laws and ordinances, but also strive to fulfill their social responsibilities through the implementation of sincere and fair corporate activities. These rules are accompanied with thorough efforts to achieve the widest possible understanding of this stance on the part of officers and employees.
- To both enhance and achieve greater thoroughness for the TOMY Group’s compliance system and risk management system, an arrangement has been adopted in which the Risk/Compliance Committee, which is chaired by a Representative Director and composed of outside Directors and/or outside Audit & Supervisory Board members, has been established to deliberate on important issues concerning risk and compliance, and report upon the results of those discussions to the Board of Directors.
- The Internal Control & Audit Group, an organization under the direct control of the Representative Director, audits the status of compliance in the Company and Group and reports on the results to the Representative Director and the Audit & Supervisory Board as deemed necessary.
- TOMY Group will have no relationships of any kind with anti-social groups or organizations that threaten social order or the sound activities of TOMY Group, while systematic responses shall be mounted with a firm stance against unreasonable demands and similar situations.
- In the event of emergencies, including a planned large-scale purchase of shares of TOMY, the Board of Directors will establish a special committee composed of independent outside Directors and/or outside Audit & Supervisory Board members registered as independent officers. The Board shall respect the special committee as much as possible, including the committee’s assessment and consideration of the large-scale purchase, and its recommendations as to the necessity for the initiation of countermeasures against the purchasers, etc., and determine a response policy.
- The Risk/Compliance Committee and the Internal Control Group have been established as the organizations assigned to coordinate all areas of risk management, thereby creating a company-wide risk management system integrated with the internal control system.
- To deal with the occurrence of unexpected circumstances, Risk Management Task Forces are promptly established, with prompt and precise actions taken to minimize losses and damages and effective measures devised to prevent recurrences of such situations.
- The Safety & Quality Assurance Division has been established as an organization to deal exclusively with product safety, with efforts being advanced to strengthen the process of offering outstanding products that can be used with confidence.
- We respond to social issues and corporate ethics matters related to sustainability primarily through the Sustainability Promotion Division.
System regarding information management
- Information pertaining to the performance of duties by directors shall be recorded and preserved in document or electromagnetic media form, in accordance with the TOMY Group’s internal guidelines.
- The Information Security Basic Rules have been determined pertaining to the management of information, with measures devised to ensure the reliable protection of information assets, including personal information.
- By strengthening the disclosure system, TOMY Group is aiming to speed up information disclosure and establish more transparent management.
Group business management
- As a general rule, one or more of TOMY’s officers or employees are appointed as part-time directors or part-time audit & supervisory board members of the TOMY Group companies. In this capacity, these part-time directors and part-time audit & supervisory board members engage in monitoring and supervision of the appropriateness of the execution of business operations at each such company, thereby striving to strengthen the risk management and compliance system of the TOMY Group as a whole.
- With regard to the TOMY Group management system, a department has been established to oversee Group company management. This department acts in accordance with the TOMY Group’s internal rules and guidelines in advancing management and guidance activities in response to the characteristics and conditions of each Group company.
- Group-wide related rules have been prepared with regard to compliance, risk management, information management and other areas, with efforts made to foster awareness of compliance throughout the entire Group and establish a risk management system that reflects company-wide perspectives, while such systems are being monitored by the Risk/Compliance Committee and the Internal Control Group.
- Each Group company reports the progress of its profit plan and other matters at the Group’s Monthly Briefing Session, which is held regularly on a monthly basis.
Ensuring financial report reliability
- To ensure the reliability of financial reports, a specific internal control system has been established for the purpose of preparing pertinent regulations and the effective and appropriate submission of internal control reports in accordance with the Financial Instruments and Exchange Act.
- The conformity with the Financial Instruments and Exchange Act and relevant laws and regulations is ensured by constantly verifying whether the internal control system works appropriately and correcting deficiencies if needed.
Corporate Governance Report 20230626.pdf（525KB）
Please see Corporate Governance Report submitted to the Tokyo Stock Exchange for details on TOMY’s corporate governance.