TAKARATOMY

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Sustainability Initiatives | Corporate Governance

Corporate Governance System

Basic Views

TOMY places responding to expectations of its stakeholders, including shareholders and customers, and achieving continued improvement of its corporate value and highly transparent and sound management as top priorities. While striving to improve management proficiency, we seek to enhance management check functions, strengthen our risk management and compliance systems, and deepen our corporate governance.

Management Structure

Corporate Governance System

Corporate Governance System

1. Board of Directors

The TOMY Board of Directors is chaired by company president Kazuhiro Kojima and formed of 13 total members, including Group chairman Kantaro Tomiyama, executive vice president Akio Tomiyama, director Hiroyuki Usami, outside directors Mariko Mimura, Fumitoshi Sato, Shinichi Tonomura, Miwako Iyoku and Reiko Yasue, Audit & Supervisory Board member Hajime Matsuki, and Audit & Supervisory Board outside members Koichiro Watanabe, Yuji Yamaguchi and Michihiro Nishi. The Board determines the fundamental direction and policy of the entire Group, makes decision on the implementation of important business, and supervises overall business implementation. It convenes once a month for regular meetings, and also holds extraordinary meetings if required.

Attendance in fiscal 2022 (Number of meetings held: 17)

Name Participation
(number of times)
Participation rate
(%)
Outside director
Mariko Mimura
17 100
Outside director
Fumitoshi Sato
16 94.1
Outside director
Shinichi Tonomura
17 100
Outside director
Miwako Iyoku
17 100
Outside director
Reiko Yasue
16 94.1
Outside auditor
Koichiro Watanabe
17 100
Outside auditor
Yuji Yamaguchi
12* 100
Outside auditor
Michihiro Nishi
12* 100
* Attendance after election at the June 2022 General Meeting of Shareholders.

2. Audit & Supervisory Board

The Audit & Supervisory Board is chaired by Hajime Matsuki and is formed of four total members, including outside members Koichiro Watanabe, Yuji Yamaguchi and Michihiro Nishi. The Audit & Supervisory Board is convened, in principle, once a month, and the meetings are tasked with discussing and determining important items required for the effective audit and supervision of executive officers’ business execution. Audit & Supervisory Board members attend regular important meetings and ad hoc meetings to hear reports on management conditions, business execution, financial affairs, internal audit implementation, risk management, and compliance.
One staff member is appointed to assist each corporate auditor. The appointment, transfer and other decisions related to personnel who assist corporate auditors require the prior consent of Audit & Supervisory Board members. These employees perform their duties under the direct supervision of the Audit & Supervisory Board to ensure they remain independent from company directors.

Attendance in fiscal 2022 (Number of meetings held: 14)

Name Participation
(number of times)
Participation rate
(%)
Outside auditor
Koichiro Watanabe
13 92.9
Outside auditor
Yuji Yamaguchi
10* 100
Outside auditor
Michihiro Nishi
10* 100
* Attendance after election at the June 2022 General Meeting of Shareholders.

3. Board Director Nominating Committee/Remuneration Committee

The TOMY Board Director Nominating Committee is chaired by outside director Mariko Mimura and is formed of a total of five members, including Group chairman Kantaro Tomiyama, outside directors Shinichi Tonomura and Reiko Yasue, and Audit & Supervisory Board outside member Yuji Yamaguchi. The Remuneration Committee is chaired by outside director Fumitoshi Sato and formed of a total of five members including Group chairman Kantaro Tomiyama, outside director Miwako Iyoku, and Audit & Supervisory Board outside members Koichiro Watanabe and Michihiro Nishi. These committees have been established as advisory bodies to the Board of Directors, and offer advice and suggestions to the Board on policy matters relating to the evaluation, appointment and remuneration of directors.

4. Risk/Compliance Committee

The Risk/Compliance Committee is chaired by Group chairman Kantaro Tomiyama and is formed of 11 total committee members including company president Kazuhiro Kojima, outside directors Mariko Mimura, Fumitoshi Sato, Shinichi Tonomura, Miwako Iyoku and Reiko Yasue, Audit & Supervisory Board member Hajime Matsuki, Audit & Supervisory Board outside member Koichiro Watanabe, Senior Executive Officer, CFO and head of Corporate Administrations Goshiro Ito, and Sustainability Promotion Division head Mina Tanimura. The committee was established to help build a fuller and more thorough compliance structure and risk management framework. It deliberates important risk and compliance-related issues and report its findings to the Board of Directors.

5. Advisory Committee/ Financial Advisory Committee

The TOMY Advisory Committee is chaired by company president Kazuhiro Kojima and formed of three total members, including Audit & Supervisory Board member Hajime Matsuki and Senior Executive Officer, CFO and head of Corporate Administrations Goshiro Ito. The Financial Advisory Committee is chaired by Goshiro Ito and formed of six total members, including company president Kazuhiro Kojima, outside directors Fumitoshi Sato and Shinichi Tonomura, and Audit & Supervisory Board outside members Koichiro Watanabe and Yuji Yamaguchi.
The Advisory Committee serves as an advisory body for the representative directors while the Financial Advisory Committee does so for the CFO, and both committees offer broad-ranging advice on the efficacy of business operations and the reliability of finances for TOMY and the Group.

6. Officers Meeting

TOMY Officers Meetings are chaired by company president Kazuhiro Kojima, and are regularly attended by six participants including executive vice president Akio Tomiyama, Board director Hiroyuki Usami, senior executive officer chief head of Business Headquarters Yoshikazu Abe, Senior Executive Officer, CFO and head of Corporate Administrations Goshiro Ito, and Corporate Planning Division head Kiyoshi Kashiwa.
The Officers Meetings are tasked with proposing policies and plans regarding general business execution within the Group, and investigating, deliberating and deciding upon important issues related to corporate activities. Meetings take place at least once a month to ensure the smooth and efficient management of Group operations, encouraging agile decision making on general business execution. Meeting decisions are reported to the Board of Directors when necessary.

7. Executive Officer System

TOMY introduced an executive officer system to promote the delegation of authority, heightening the speed and efficiency of business execution in each Group company and division under the Board of Directors’ policy, strategy and supervision.

8. Executive Officer Assessment Committee

The Executive Officer Assessment Committee is chaired by company president Kazuhiro Kojima and formed of three total members, including Group chairman Kantaro Tomiyama and executive vice president Akio Tomiyama. The committee serves as an advisory body to the representative directors, and offers broad-ranging advice on evaluating executive officer performance.

Outside Director/Outside Audit & Supervisory Board Member Support Mechanism

Corporate Planning Division staff send invitations to Board meetings to outside directors and outside Audit & Supervisory Board members, explain the proposal summaries in advance wherever possible, and provide other necessary information. Also, we assign one full-time employee to assist the Audit & Supervisory Board members.

Effectiveness Assessment and Its Processes

At least once a year, TOMY distributes questionnaires on the overall effectiveness of the Board of Directors to all Directors and Audit & Supervisory Board members attending the Board of Directors meeting to conduct a self-evaluation. The Risk/Compliance Committee, an advisory body to the Board of Directors, engages in discussions based on the results of the responses to the questionnaire. The evaluation results and issues are then shared at subsequent Board of Directors meetings, leading to improvements that will enhance the effectiveness of the Board. The results have confirmed that the diversity of the members of the Board has been ensured with respect to its effectiveness, that Directors and Audit & Supervisory Board members each actively engage in discussions, and that a system has been developed to approve key management matters and oversee business execution appropriately. In addition, the results indicate that TOMY has formulated and is managing the progress of its medium-term management plan that helps enhance corporate value, that active information disclosure is being carried out and that internal control systems have been put in place.
Regarding the provision of information on the Company's business and other matters to outside officers, which had been an issue in the previous fiscal year, welcome improvements were made in securing time for deliberations and enhancing discussions by holding pre-briefing sessions. The next step, however, will be to further enhance information sharing, including the creation of opportunities for dialogue with executive officers that will contribute to a better understanding of the status of execution, and to further improve the system to deepen understanding of agenda items.
The results also reaffirmed the need to deepen discussions on medium- to long-term management strategies, risk management, and sustainability, and to formulate a management executive development plan, including increasing the ratio of female executives.

  • December 2022
    – January 2023
    Distributed questionnaire
  • March 2023
    Collected questionnaire responses
    Discussed in Risk/Compliance Committee
  • May 2023
    Reported to the Board

Risk Management

The Risk/Compliance Committee and the Internal Control and Audit Departments were established to create a Company-wide risk management system integrated with the internal control system. Please see the Company’s website for further information.

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Continuation of Anti-Takeover Measures

Please refer to the Company's official website for details.