Basic Views
TOMY and the TOMY Group have reexamined the significance of our place in society, and has defined a Purpose, “Quality Asobi can inspire and delight the world.” Under this Purpose, TOMY and the TOMY Group set “Through Quality Asobi, We Create Joy that Builds Life-Long Well-Being for 410 Million People Worldwide.”* as its commitment. In aiming to promote the well-being of everyone worldwide, we believe that joy that builds life-long well-being beyond health is the value we should offer to society through Asobi. This “joy that builds life-long well-being” is the view that serves as the shared foundation across all of TOMY Group’s business activities. Furthermore, based on this Purpose and view of creating joy that builds life-long well-being, we have also newly established a Business Vision that pursues economic value, and a Sustainability Vision that seeks to increase social value. The business strategies of our diverse and varied brand portfolio are being executed under these unified Visions. In addition, through our corporate strategy supporting our business strategy, we will operate our business which has both safety and proactiveness.
Based on this belief, one of the most important management issues for the TOMY Group today is maintaining the trust of our stakeholders, while offering continual improvements in corporate value and building on sound and transparent management practices. We will make every effort to achieve this through strong corporate governance.
Management Structure
Corporate Governance System
1. Board of Directors
The Board of Directors consists of eleven Directors (including six Outside Directors), and a Representative Director and President serves as the chair.
The Board of Directors supervises operational execution and determines basic policies and strategies for the TOMY Group as a whole, as well as to issue decisions concerning the execution of important business operations.
Regular meetings of the Board of Directors are held once a month, and extraordinary meetings are convened as necessary.
2. Audit and Supervisory Committee
The Audit and Supervisory Committee consists of three Directors, including two Outside Directors
Audit and Supervisory Committee meetings are held once a month in principle in correspondence with the Board of Directors meetings, and at other times as necessary, to discuss and decide on important matters necessary for supervision and auditing the execution of duties by Directors. In addition, they attend regular important meetings and various meetings held irregularly to receive reports on the state of management, the status of business operations, the financial situation, the implementation of internal audits, risk management, and the status of compliance, etc.
Attendance at Board of Directors and Audit & Supervisory Board Meetings in FY2025
| Board of Directors Meetings (No. of meetings held: 15) |
Audit & Supervisory Board Meetings (No. of meetings held: 14)*1 |
|||
|---|---|---|---|---|
| Name | Participation (number of times) |
Participation rate (%) |
Participation (number of times) |
Participation rate (%) |
| Kazuhiro Kojima | 15 | 100 | - | - |
| Akio Tomiyama | 15 | 100 | - | - |
| Hiroyuki Usami | 15 | 100 | - | - |
| Goshiro Ito | 15 | 100 | - | - |
| Mariko Mimura | 14 | 93 | - | - |
| Shinichi Tonomura | 15 | 100 | - | - |
| Miwako Iyoku | 15 | 100 | - | - |
| Reiko Yasue | 15 | 100 | - | - |
| Masato Arisawa*2 | 11 | 100 | - | - |
| Hajime Matsuki | 15 | 100 | 14 | 100 |
| Yuji Yamaguchi | 15 | 100 | 14 | 100 |
| Michihiro Nishi | 14 | 93 | 14 | 100 |
| Natsuyo Hara*3 | 11 | 100 | 10 | 100 |
3. Board Director Nominating Committee and Remuneration Committee
(1) Role, authority, composition, etc., of the Board Director Nominating Committee
The Company’s Board Director Nominating Committee provides counsel to the Board of Directors regarding the evaluation and appointment of Directors. The Committee consists of the Representative Director and President and three independent outside Directors, with the chair selected from among the Committee members who are independent outside Directors by consultation of the Committee members. The Human Resources Department serves as the Committee secretariat.
The current Committee is composed of four members: three outside Directors and one internal Director, with an outside Director serving as the chairperson.
In FY2025, the Company held 13 Board of Director Nominating Committee meetings; the attendance of individual members is as follows.
[Name of Member: Number of meetings attended / Number of meetings held (Attendance rate)]
Board Director Nominating Committee meetings held prior to the committee’s reelection on June 26, 2025
| Shinichi Tonomura (Chair) | 1/1 meeting (100%) |
| Kazuhiro Kojima | 1/1 meeting (100%) |
| Mariko Mimura | 1/1 meeting (100%) |
| Miwako Iyoku | 1/1 meeting (100%) |
| Yuji Yamaguchi | 1/1 meeting (100%) |
Board Director Nominating Committee meetings held following the committee’s reelection on June 26, 2025
| Shinichi Tonomura (Chair) | 12/12 meetings (100%) |
| Akio Tomiyama | 12/12 meetings (100%) |
| Mariko Mimura | 11/12 meetings (92%) |
| Miwako Iyoku | 12/12 meetings (100%) |
| Natsuyo Hara | 10/12 meetings (83%) |
In FY2025, the Board Director Nominating Committee conducted interviews with candidates for nomination as Directors, and deliberated on the ranks of Directors, the Board Director Nominating Committee Regulations, and other matters.
(2) Remuneration Committee: Role, authority, and member composition, etc.
The Company’s Remuneration Committee provides proposals and counsel to the Board of Directors regarding basic policies on the details of individual remuneration for Directors. The Committee is composed of the Representative Director and President and three independent outside Directors. The chairperson is selected from among the independent outside Directors through discussions among the Committee members. The Human Resources Department serves as the Committee secretariat.
The current Committee is composed of four members: three outside Directors and one internal Director, with an outside Director serving as the chairperson.
In FY2025, the Company held nine Remuneration Committee meetings; the attendance of individual members is as follows. However, since Fumitoshi Sato retired as of June 26, 2025, his attendance record covers the meetings held prior to his retirement.
[Name of Member: Number of meetings attended / Number of meetings held (Attendance rate)]
Remuneration Committee meetings held prior to the committee’s reelection on June 26, 2025
| Reiko Yasue (Chair) | 2/2 meetings (100%) |
| Kazuhiro Kojima | 2/2 meetings (100%) |
| Fumitoshi Sato | 2/2 meetings (100%) |
| Yuji Yamaguchi | 2/2 meetings (100%) |
| Michihiro Nishi | 2/2 meetings (100%) |
Remuneration Committee meetings held following the committee’s reelection on June 26, 2025
| Reiko Yasue (Chair) | 7/7 meetings (100%) |
| Akio Tomiyama | 7/7 meetings (100%) |
| Masato Arisawa | 7/7 meetings (100%) |
| Yuji Yamaguchi | 7/7 meetings (100%) |
| Michihiro Nishi | 6/7 meetings (86%) |
In the fiscal year ended March 31, 2026, the Remuneration Committee deliberated on matters such as fixed compensation (basic compensation) for officers, officer bonuses, stock-based compensation, draft proposals for the General Meeting of Shareholders (regarding the amounts of remuneration for Directors), revisions to the officer compensation system, and the regulations of the Remuneration Committee.
4. Risk/Compliance Committee
To both enhance and achieve greater thoroughness for the TOMY Group’s compliance system and risk management system, an arrangement has been adopted in which the Risk/Compliance Committee, which is chaired by a Representative Director and President and composed of outside Directors, etc., has been established to deliberate on important issues concerning risk and compliance, and report upon the results of those discussions 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 departments 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, which provides advice to the Representative Director and President on matters related to the evaluation of the Company’s Executive Officers.
6. Advisory Committee
We have established an “Advisory Committee” composed of inside and outside Directors, which invites outside advisors (experts) as needed, and provides advice and recommendations to the Representative Director and President regarding matters relating to 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 submitted and reported to the Board of Directors as necessary.
8. Disciplinary Committee
In the event of employee misconduct or fraud that warrants disciplinary action, the Committee reviews the matter in accordance with the Company’s regulations and provides advice to the Representative Director and President.
Support System for Outside Directors
For Outside Directors, staff from the Board of Directors Secretariat, which is composed of members of the corporate secretary function, provide notices 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>
To evaluate the effectiveness of the Board of Directors, TOMY has been conducting surveys and individual interviews with all Board of Directors attendees (including Directors and Audit & Supervisory Board members) through a third-party evaluation agency since the fiscal year ended March 31, 2026. Based on the evaluation results, we are working on improvements to enhance the function of the Board of Directors, including sharing issues and discussing future responses.
Survey period: July 2025 - October 2025
<Survey Items>
(1) Strategic direction of the Board of Directors
(2) Composition of the Board of Directors
(3) Advance preparation
(4) Operation and agenda of the Board of Directors
(5) Election and development of management executives
(6) Advisory bodies to the Board of Directors
(7) Others
(8) Status of resolution and improvement for previously recognized issues
<Overview of Evaluation Results>
As a result of the evaluation of effectiveness through a third-party evaluation agency, the Board of Directors of the Company Board of Directors confirmed that it is functioning generally well, and assessed that decision-making on important matters and supervision of business execution are being conducted appropriately.
The independence and objectivity of the Board of Directors are ensured through a structure centered around independent outside Directors and the utilization of the voluntary Board Director Nominating Committee and Remuneration Committee. Additionally, it was confirmed that deliberations are conducted with active discussions through pre-meeting explanations of agenda items prior to Board meetings.
At the same time, the deepening of discussions regarding the further sharing and concretizing of strategic understanding to realize the Medium- to Long-Term Management Strategy 2030, as well as the development and promotion of management executives, were recognized as issues. Based on these issues, the Company will move forward with initiatives aimed at further improving the effectiveness of the Board of Directors.
Risk Management
Based on deliberations by the Risk/Compliance Committee, a Company-wide risk management system integrated with the internal control system has been established.
For details regarding individual risks that may affect the business results, financial condition, etc., of the TOMY Group, please refer to the Company’s official website below.
