1. Board of Directors

The TOMY Board of Directors is chaired by company president Akio Tomiyama and is formed of nine total members (including five outside directors), including Group chairman Kazuhiro Kojima, executive vice president Hiroyuki Usami, director, Senior Executive Officer, and CFO Goshiro Ito, and outside directors Mariko Mimura, Fumitoshi Sato, Shinichi Tonomura, Miwako Iyoku and Reiko Yasue. In addition, Audit & Supervisory Board member Hajime Matsuki and Audit & Supervisory Board outside members Yuji Yamaguchi and Michihiro Nishi all attend Board of Directors meetings. 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.
The Articles of Incorporation stipulate that, if the requirements of Article 370 of the Companies Act are met, any matter to be resolved by the Board of Directors shall be deemed to have been resolved by the Board of Directors.

2. Audit & Supervisory Board

The Audit & Supervisory Board is chaired by Hajime Matsuki and is formed of three total members, including outside members 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.
Staff members are appointed to assist corporate auditors in the division responsible for internal audits.
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.

<Evaluation Method>
At least once a year, TOMY distributes questionnaires on the overall effectiveness of the Board of Directors as a survey 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 and to the Corporate Planning Division, which serves as its secretariat, leading to improvements that will enhance the effectiveness of the Board.
(Fiscal 2023 survey period: December 27, 2023, to January 31, 2024)

<Survey Items>
(1) System necessary for deliberations by the Board of Directors
(2) Knowledge, experience, and abilities of the members of the Board of Directors
(3) Enhancement of corporate value
(4) Risk management and internal control management
(5) Ensuring appropriate information disclosure
(6) Planning for the development of management executives

<Overview of Evaluation Results>
The results have confirmed that the diversity of the members of the Board has been ensured; that internal and outside officers actively engage in discussions; that a system has been developed to approve key management matters and oversee business execution appropriately; that TOMY has formulated and is managing the progress of its Medium-term Management Plan that helps enhance corporate value; and that active information disclosure is being carried out. Furthermore, the results indicate that the pre-briefing sessions for Board of Directors meeting proposals, which have been held since fiscal 2022, have taken root, allowing appropriate time for deliberation and active exchange of opinions at Board of Directors meetings.
At the same time, although outside officers have deepened their understanding by participating in the formulation of the Medium-term Management Plan, the results indicate that there is a need for discussion of medium- and long-term management strategies (monitoring of new and overseas businesses, risk management including BCPs, and development and promotion of management executives, including increasing the ratio of female executives) at Board of Directors meetings.
TOMY will pursue initiatives aimed at ensuring further effectiveness of the Board of Directors while taking these issues into account.