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
① Board of Directors
The Board of Directors consists of 9 Directors and 4 Audit & Supervisory Board Members (of whom 8 are Outside Officers), and the chairman is the Representative Director.
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 number of meetings held from the 73rd Ordinary General Meeting of Shareholders held on June 26, 2024, to May 2025 is 15. The participation rate for both Outside Directors and Outside Auditors is 100%.
June 26, 2024 to May 2025
Attendance at Board of Directors Meetings
(Number of meetings held: 15)
| Name | Participation (number of times) |
Participation rate (%) |
|---|---|---|
| Outside Director, Mariko Mimura |
15 | 100 |
| Outside Director, Fumitoshi Sato |
15 | 100 |
| Outside Director, Shinichi Tonomura |
15 | 100 |
| Outside Director, Miwako Iyoku |
15 | 100 |
| Outside Director, Reiko Yasue |
15 | 100 |
| Outside Auditor, Yuji Yamaguchi |
15 | 100 |
| Outside Auditor, Michihiro Nishi |
15 | 100 |
② Audit & Supervisory Board
The Audit & Supervisory Board is formed of four Audit & Supervisory Board Members (including three Outside Auditors). 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.
In addition, 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. The Audit & Supervisory Board meets monthly prior to the Board of Directors meeting, and also meets as needed.
The number of meetings held from the 73rd Ordinary General Meeting of Shareholders held on June 26, 2024, to May 2025 is 14. The participation rate for Outside Auditors is 100%.
June 26, 2024 to May 2025
Attendance at Audit & Supervisory Board Meetings
(Number of meetings held: 14)
| Name | Participation (number of times) |
Participation rate (%) |
|---|---|---|
| Outside Auditor, Yuji Yamaguchi |
14 | 100 |
| Outside Auditor, Michihiro Nishi |
14 | 100 |
③ Board Director Nominating Committee and Remuneration Committee
The Company has established voluntary committees corresponding to the Nominating Committee or Remuneration Committee.
Supplementary explanation on the existence of voluntary committees corresponding to a nominating committee or a remuneration committee:
(1) Role, authority, composition, etc., of the Board Director Nominating Committee The Company's Board Director Nominating Committee makes recommendations and provides advice to the Board of Directors regarding the evaluation and appointment of Directors. The committee is composed of the Representative Director and Chairman, who is the officer in charge of governance, and four Outside Officers, and the committee chairman is elected by internal voting by the Outside Directors. The head of the Human Resources Strategy Office serves as the committee's secretariat.
(2) Composition and activities (including participation rate) of the Board Director Nominating Committee from the 73rd Ordinary General Meeting of Shareholders held on June 26, 2024, to May 2025
The committee composition, participation rate, and activities are as follows.
Chairperson: Director Tonomura (Outside, 100%)
Members: Director Mimura (Outside, 100%), Director Iyoku (Outside, 100%), Audit & Supervisory Board Member Yamaguchi (Outside, 89%), Representative Director and Chairman Kojima (Inside, 100%)
Number of meetings: 9
Main agenda items: Interviews with candidates for nomination as Directors and the ranks of Directors.
The composition from the 74th Ordinary General Meeting of Shareholders to be held on June 26, 2025, is as follows.
Chairperson: Director Tonomura (Outside)
Members: Director Mimura (Outside), Director Iyoku (Outside), Audit & Supervisory Board Member Hara (Outside), Representative Director and President Tomiyama (Inside)
(3) Role, authority, composition, etc., of the Remuneration Committee
The Company's Remuneration Committee makes recommendations and provides advice to the Board of Directors regarding the basic policy on the details of individual remuneration for Directors. The committee is composed of the Representative Director and Chairman, who is the officer in charge of governance, and four Outside Officers, and the committee chairman is elected by internal voting by the Outside Directors. The head of the Human Resources Strategy Office serves as the committee's secretariat.
(4) Composition and activities (including participation rate) of the Remuneration Committee from the 73rd Ordinary General Meeting of Shareholders held on June 26, 2024, to May 2025
The committee composition, participation rate, and activities are as follows.
Chairperson: Director Yasue (Outside, 100%)
Members: Director Sato (Outside, 80%), Audit & Supervisory Board Member Yamaguchi (Outside, 100%), Audit & Supervisory Board Member Nishi (Outside, 80%), Representative Director and Chairman Kojima (Inside, 100%)
Number of meetings: 5
Main agenda items: Remuneration for officers, bonuses for Directors, stock grant trust for officers, and review of the officer remuneration system.
The composition from the 74th Ordinary General Meeting of Shareholders to be held on June 26, 2025, is as follows.
Chairperson: Director Yasue (Outside)
Members: Director Arisawa (Outside), Audit & Supervisory Board Member Yamaguchi (Outside), Audit & Supervisory Board Member Nishi (Outside), Representative Director and President Tomiyama (Inside)
④ Risk/Compliance Committee
To both enhance and achieve greater thoroughness for the TOMY Group’s compliance system and risk management system, a "Risk/Compliance Committee," which is chaired by the Representative Director and composed of Outside Directors and Audit & Supervisory Board Members, etc., has been established to deliberate on important issues related to risk and compliance and report the results to the Board of Directors.
<Advisory Bodies to the Representative Director and President>
⑤ Executive Officer Assessment Committee
The TOMY Group is working to speed up and streamline the execution of business operations in individual groups and divisions in charge, based on the policies, strategies, and supervision of the Board of Directors by delegating authority, among others, through the adoption of an “Executive Officer system.”
The Group has established the “Executive Officer Assessment Committee” composed of full-time Directors and is seeking a wide range of advice on evaluation of the Company’s Executive Officers.
⑥ Advisory Committee
We have established an “Advisory Committee” composed of outside Directors and outside Audit & Supervisory Board Members, seeking a wide range of advice regarding the effectiveness of business execution of the Company and the Group.
⑦ Sustainability Committee
The Sustainability Committee provides advice and recommendations to the Representative Director and President on matters related to the Group’s sustainability and ESG issues. Discussions by the Sustainability Committee are reported and referred to the Board of Directors or the Executive Committee as necessary.
⑧ Disciplinary Committee
In the event of employee misconduct or fraud that warrants disciplinary action, this committee deliberates on disciplinary action in light of the work regulations and provides advice and recommendations to the Representative Director and President.
Support System for Outside Directors and Outside Auditors
Staff from the Corporate Planning Office provide guidance to Outside Directors and Outside Auditors regarding the holding of Board of Directors meetings, prior explanations of the overview of agenda items to the extent possible, and other necessary information.
Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole
<Evaluation Method>
At least once a year, the Company distributes questionnaires on the overall effectiveness of the Board of Directors to all Directors and Audit & Supervisory Board Members attending the Board of Directors meetings to conduct a self-evaluation. Based on the results of the responses to the questionnaire, discussions are held by the Risk/Compliance Committee, which is an advisory body to the Board of Directors, and then the evaluation results and issues are shared with the Board of Directors and the Corporate Planning Division, which serves as its secretariat, leading to improvements that will enhance the effectiveness of the Board.
(Survey period: December 23, 2024 to January 31, 2025)
<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 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- to long-term management strategy 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 have taken root, allowing appropriate time for deliberation and active exchange of opinions at Board of Directors meetings.
While improvements have been observed in areas such as increasing the ratio of female executives and establishing succession plans to secure new management personnel, there is a need to further enhance the diversity of members of the Board of Directors, strengthen discussion of medium- to long-term management strategies at Board of Directors meetings (monitoring of new and overseas businesses, risk management including compliance and business continuity planning (BCP), and the development and promotion of management executives including those in overseas Group companies), as well as the thorough implementation of well-organized meeting operations.
The Company will continue to advance initiatives to ensure the further effectiveness of the Board of Directors in light of these issues.
-
- December 2024 to January 2025
- Implemented survey through questionnaire
-
- March 2025
- Compiled questionnaire responses and discussed in the Risk/Compliance Committee
-
- May 2025
- 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.
