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, and strives to enhance its corporate governance and continuously improve its internal control systems.
Three Key Features of TOMY Corporate Governance
1. A Board with a Majority of Outside Directors
2. Company with Board Director Nominating Committee and Remuneration Committee
We have established the Board Director Nominating Committee and the Remuneration Committee, which are composed of outside directors and/or outside Audit & Supervisory Board members, to act as advisory bodies to the Board.
3. Group Company Management & Outside Director Support Mechanism
In accordance with the internal rules, a dedicated department in charge of Group company management offers necessary management advice and guidance based on individual Group company characteristics and circumstances.
We have an established management supervision and business execution support system in place, through which, for example, the same management department compiles the minutes of the main meetings held by each Group company and shares them with all independent directors.
Corporate Governance System
Members of Each Committee/Board
Participant with a voting right
Participant without a voting right
Financial expert Attorney
|Kakuei Miyagi||Shigeyuki Mito||Mariko Mimura||Fumitoshi Sato
(From June 21)
|Kantaro Tomiyama||Kazuhiro Kojima||Takashi Konosu||Hajime Matsuki||Tsunekazu Umeda||Koichiro Watanabe||Toshi Yoshinari|
|Board of Directors||Decision-making body|
|Audit & Supervisory Board||Decision-making body|
|Risk/Compliance Committee||Advisory body|
|Board Director Nominating Committee||Advisory body|
|Remuneration Committee||Advisory body|
1. Board of Directors (18 meetings in fiscal 2018)
The TOMY Board of Directors consists of seven directors, including four independent outside directors. The Board determines the fundamental direction and policy of the entire Group, makes decisions on the implementation of important business, and supervises overall business implementation. The Board convenes once a month for regular meetings, and also holds extraordinary meetings if required. Four Audit & Supervisory Board members also attend Board meetings to offer advice when required.
Outside directors’ attendance
|Number of board meetings held: 18|
|Attendance (times)||Attendance ratio (%)|
|Mariko Mimura||13||100||Attendance record differs from other directors due to being elected at the General Meeting of Shareholders held on June 27, 2018.|
2. Audit & Supervisory Board (13 meetings in fiscal 2018)
The Audit & Supervisory Board is convened, in principle, once a month. The meetings are tasked with discussing and determining important items required for effective audit and supervision of the executive officers’ business execution. All members of the Audit & Supervisory Board have broad experience and a high level of expertise. Three of the four members are outside auditors. The Audit & Supervisory Board monitors internal control for the overall Group, keeping a close eye on all matters relating to business executions, group finances, internal audits, risk management and compliance, and communicating and sharing information or ideas on important auditing issues with accounting auditors and internal control offices. The Audit & Supervisory Board members also attend regular important meetings and ad hoc meetings to hear reports on management conditions, business execution, group finances, internal audit performance, risk management and compliance issues.
Outside audit & supervisory board members’ attendance
|Number of board meetings held: 13|
|Attendance (times)||Attendance ratio (%)|
|Koichiro Watanabe||9||100||Attendance record differs from other directors due to being elected at the General Meeting of Shareholders held on June 27, 2018.|
3. Board Director Nominating Committee/ Remuneration Committee
We established the Board Director Nominating Committee and the Remuneration Committee, comprising outside directors and outside Audit & Supervisory Board members, as advisory bodies to the Board of Directors. The committees offer advice and suggestions to the Board on policy matters relating to the evaluation, appointment and remuneration of directors.
Both committees are made up of five independent directors and one internal director. The Remuneration Committee is chaired by an outside director.
4. Risk/Compliance Committee
The Risk/Compliance Committee was set up to help build a fuller and more thorough compliance structure and risk management framework. Chaired by one of the representative directors, the committee comprises primarily outside directors and Audit & Supervisory Board members (over half the committee are independent directors), and is expected to deliberate important risk and compliance-related issues and report its findings to the Board of Directors. The Internal Control & Audit Group, an organization under the direct control of the representative directors, audits the Group’s compliance status and reports the results to the representative directors and the Audit & Supervisory Board.
If an unforeseen event occurs, we will swiftly set up a Risk Management Task Force to ensure a fast and appropriate response and minimize damage and loss as well as to take preventive measures against a recurrence. We have also established the Safety & Quality Assurance Group as a dedicated team that works to guarantee the safety of our products, in order to strengthen our processes to deliver reliable and superior products.
5. Advisory Committee/ Financial Advisory Committee
The Advisory Committee serves as an advisory body for the representative directors while the Financial Advisory Committee serves as an advisory body for the CFO. Both committees consist of outside directors and Audit & Supervisory Board members to offer broad-ranging advice on the efficacy of business operations and the reliability of finances for TOMY and the Group.
6. Officers Meeting
Each headquarters has an Officers Meeting, which meets 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.
Executive Officer Assessment Committee
The Executive Officer Assessment Committee includes Director & Supervisory Board members who offer broad-ranging advice to the representative directors regarding the evaluation of executive officer performance.
Appointment/ Dismissal of Senior Management and Nomination of Candidates for Officers by the Board of Directors
Qualification for Directors and Procedures for Nominating Directors
(i) The General Meeting of Shareholders appoints more than one person with excellent personality, insight and skills, extensive experience and high standards of ethics as the Company’s director from inside and outside the Company.
(ii) The Company has established the Board Director Nominating Committee, composed of Outside Officers, as an advisory body to the Board of Directors. The committee provides proposals and counsel about policy on the content of assessment and appointment of each director.
(iii) All directors of the Company are subject to appointment by the General Meeting of Shareholders every year. Any candidate for new director is resolved by the Board of Directors after a fair and transparent examination by the Board Director Nominating Committee and discussed at the General Meeting of Shareholders.
(iv) The Company nominates those who sympathize with the Company’s founding philosophy and corporate mission as the Company’s directors since they are expected to understand the Company’s business clearly.
(v) In the case where any director committed fraud or a serious violation of law in the performance of his/her duties or where it is found that any director has difficulty in performing his/her duties in an appropriate manner, reasons for his/her dismissal are first explained at a meeting of the Board Director Nominating Committee. Then, after deliberating and hearing suggestion the Board of Directors makes a decision and refer it to the General Meeting of Shareholders for approval.
Qualification for Auditors and Procedures for Nominating Auditors
(i) The General Meeting of Shareholders appoints more than one person with excellent audit-related experience and superior specialist knowledge as Company auditors from inside and outside the Company.
(ii) Proposed nomination of prospective auditor candidates is first agreed by the Audit & Supervisory Board, and then determined by the Board of Directors and referred to the General Meeting of Shareholders.
Effectiveness Assessment and Its Processes: Fiscal 2018 Review & Fiscal 2019 Targeted Improvements
The Board of Directors conducts a self-assessment of its effectiveness as a whole by distributing questionnaires to the members of the Board of Directors once a year (or more if necessary). Based on the result of the questionnaire, evaluation results and issues to be addressed are discussed at the Risk/Compliance Committee, which is an advisory body to the Board of Directors, and are shared at a Board of Directors meeting to improve the effectiveness of the Board of Directors.
In fiscal 2018, TOMY confirmed that all directors and Audit & Supervisory Board members had held active discussions at the Board of Directors meetings and that systems to approve important management matters and to appropriately supervise execution of operations had been established.
In addition, we recognized that the Board of Directors had developed a medium-term management plan to improve the Company’s corporate value and had actively disclosed information and established internal control and risk management systems. On the other hand, as issues to be addressed, it was pointed out that the Board should develop a plan to train future directors, and strengthen the function to monitor the progress of the medium-term management plan.
We will work to ensure the further effectiveness of the Board of Directors, taking into consideration these issues.
– January 2019
|February 2019||Collected questionnaire responses
Discussed in Risk/Compliance Committee
|April 2019||Reported to the Board|
The Risk/Compliance Committee and the Internal Control & Audit Group 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:
New Anti-takeover Measures
Click here for details.
Business Continuity Plan
The TOMY Group has compiled a business continuity plan (BCP) designed to help minimize any damage from a natural disaster or other emergency, and facilitate a swift recovery and continuation of business operations. The Group is building an effective emergency management system to enable a quick and appropriate response in emergency situations.
Shifting core systems onto the cloud is one example of our BCP in action. The TOMY Group’s Aoto Office in Katsushika City, Tokyo, where our core systems were installed, is situated in a low-lying area so rapid remedial measures were required to reduce disaster risk exposure. Utilizing an external cloud environment and data center has not only enabled us to optimize operating systems in Japan and improve business continuity but has also realized additional operational and cost efficiencies.