Policy for nominating candidates for Directors and Audit & Supervisory Board members
TOMY considers that management from diverse perspectives is indispensable for developing its business, promoting globalization, and advancing appropriate supervision/audits. As such, in principle, TOMY nominates candidates for Directors and Audit & Supervisory Board members from among persons who have management capability and the diverse experience required for management decision making, while satisfying the following requirements, taking into consideration the diversification and balance of TOMY’s human resources. In addition, in order to ensure independence and transparency, the majority of the members of both bodies shall be independent officers.
Requirements for Candidates for Directors and Audit & Supervisory Board Members
[Directors] The Board Director Nominating Committee selects Executive Directors, taking into consideration their administrative experience in marketing, sales, production, and administration, including global knowledge and management experience necessary for appropriately drawing up, deliberating and making decisions on business policies and strategies, and whether they have a good understanding of the TOMY Group Philosophies. The Board Director Nominating Committee proposes the candidates for outside Directors, prioritizing their diverse experience and deep insight that are required for deliberation and decision making on management policies and cannot be provided solely by Executive Directors, while taking into consideration their independence.
[Audit & Supervisory Board members] The Audit & Supervisory Board nominates Audit & Supervisory Board members, taking into consideration their high degree of professionalism and deep insight as an attorney, certified public accountant, or other professional, and experience and qualification necessary for deliberation of management policies and management strategies, and whether they have a good understanding of the TOMY Group Philosophies. The Audit & Supervisory Board selects one of the members based on his/her work experience in administrative divisions, such as accounting and finance, and knowledge gained from such experience and capability of maintaining independence from Executive Directors.
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 | ○ | ● | ● | ● | ● | ||||||
| Shinichi Tonomura | M | ○ | ● | ● | ● | ● | ||||||
| Miwako Iyoku | F | ○ | ● | ● | ● | ● | ||||||
| Reiko Yasue | F | ○ | ● | ● | ● | ● | ||||||
| Masato Arisawa | M | ○ | ● | ● | ● | ● | ||||||
- *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 74th 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 and Dismissal of Senior Management and Nomination of Candidates for Directors and Audit & Supervisory Board Members by the Board of Directors
Director Qualifications and Appointment/Dismissal and Nomination Procedures
① As for Directors of TOMY, we will appoint multiple persons from inside and outside the Company who have high ethical standards as well as an excellent personality, insight, ability, and abundant experience.
② Regarding the nomination of Directors, the Board Director Nominating Committee, which is made up of outside Directors and/or outside Audit & Supervisory Board members, has been established as an advisory body to the Board of Directors. The committee makes recommendations and provides advice based on policies regarding the evaluation and appointment of each Director.
③ All Directors of TOMY are subject to election every year by resolution of the General Meeting of Shareholders, and candidates for newly appointed Directors are approved by the Board of Directors after undergoing a fair and transparent review by the Board Director Nominating Committee and being discussed at the General Meeting of Shareholders.
④ To ensure that Directors of TOMY have a good understanding of TOMY’s business, we will select persons who can sympathize with the TOMY Group Philosophies.
⑤ If there are illegalities or serious violations of laws and regulations in the execution of duties by Directors, or if it is deemed difficult for them to properly perform their duties, the Board Director Nominating Committee explains the reasons for their dismissal, deliberates said reasons and receives pertinent advice. Afterward, a resolution is passed by the Board of Directors and submitted to the General Meeting of Shareholders.
Audit & Supervisory Board Member Qualifications and Appointment/Dismissal and Nomination Procedures
① As for Audit & Supervisory Board Members, we will appoint multiple persons from inside and outside the Company who have abundant experience and the advanced expertise necessary for auditing.
② With regard to the appointment/dismissal of Audit & Supervisory Board Member candidates, after obtaining the consent of the Audit & Supervisory Board, their nomination is resolved by the Board of Directors and submitted to the General Meeting of Shareholders.
Remuneration
Please see the fiscal 2025 securities report for details.
