Policy on nominating board director and auditor candidates
We recognize the importance of securing diverse perspectives in corporate management in order to promote the development and globalization of our business and ensure appropriate supervision and auditing. To that end, when nominating board director and auditor candidates, it is our policy to consider overall balance and diversity when selecting from those candidates who have management skills and the wide-ranging experience necessary for decision making, and who fulfill the following requirements. In addition, at least 50% are appointed as independent directors and auditors in order to improve the transparency and independence of the Board of Directors and Audit & Supervisory Board.
Requirements for board director and auditor candidates
Board directors: Along with having a true understanding of the TOMY Group Philosophies, executive officer candidates are nominated after having gained operational experience in areas such as marketing, sales, and production and management, including the managerial experience and global insight necessary to propose, deliberate and make decisions on suitable management policies and strategies. Candidates for outside directors are nominated with a focus on the rich experiences and deep knowledge they can add to that of executive officers when deliberating and making decisions on management policies and strategies while also bearing in mind their independence.
Auditors: Along with having a true understanding of the TOMY Group Philosophies, candidates are nominated for their expertise and knowledge as lawyers, certified public accountants and other specialists, and for having the experience and character necessary to deliberate management policies and strategies while also bearing in mind their independence. One auditor is nominated for their experience and knowledge in accounting, finance and other administrative areas.
TOMY Group Director Skill Matrix
| Name | Gender | Outside | Expertise and experience | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management & business strategy |
Toy & entertainment business |
Innovation & new business |
Global business | IP brand business | DX | Finance & accounting |
Law, compliance & corporate ethics |
HR, labor & human resources development |
ESG & sustainability |
|||
| Kazuhiro Kojima | M | ● | ● | ● | ● | ● | ● | ● | ||||
| Akio Tomiyama | M | ● | ● | ● | ● | ● | ● | ● | ||||
| Hiroyuki Usami | M | ● | ● | ● | ● | ● | ||||||
| Goshiro Ito | M | ● | ● | ● | ● | ● | ● | ● | ||||
| Mariko Mimura | F | ○ | ● | ● | ● | ● | ||||||
| Fumitoshi Sato | M | ○ | ● | ● | ● | ● | ||||||
| Shinichi Tonomura | M | ○ | ● | ● | ● | ● | ||||||
| Miwako Iyoku | F | ○ | ● | ● | ● | ● | ||||||
| Reiko Yasue | F | ○ | ● | ● | ● | ● | ||||||
- *For outside directors, up to four areas have been marked with a ● to indicate those where, out of all of the director’s skills, they are expected to particularly utilize their wealth of experience and knowledge. The chart does not indicate all of the knowledge and experience possessed by each outside director.
- *IP (intellectual property): In the entertainment industry, intellectual property rights are used to represent titles and characters.
Please see our Board Member Profiles (in Japanese) and Notice of the 73rd Regular General Meeting of Shareholders (in Japanese) for a brief account of their professional experience and reasons for appointment. We also publish an Interviews with Outside Directors series that explains the activities of our diversity-driven directors in a more relaxed style for all stakeholders to read.
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, which includes outside directors and outside statutory auditors as members, 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 TOMY Group Philosophies 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 refers 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.
Remuneration
Please see the fiscal 2024 securities report for details.
