Policy for nominating candidates for Directors
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 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 the Board of Directors shall be independent outside Directors.
Requirements for candidates for Directors
【Directors (excluding Directors who are Audit and Supervisory Committee members)】 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 Corporate Philosophy. 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.
【Directors who are Audit and Supervisory Committee members】The Audit and Supervisory Committee nominates Audit and Supervisory Committee 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 Corporate Philosophy. At least one Director who is an Audit and Supervisory Committee member shall have experience and knowledge in administrative functions such as accounting and finance or corporate planning, and shall be nominated with due consideration given to independence from Executive Directors.
TOMY Group Director Skill Matrix
| Name | Gender | Outside | Audit and Supervi-sory Commit-tee member | Expertise and experience | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management and business strategy |
Toy and entertainment business |
Innovation and new business |
Global business | IP and brand business | DX / AI | Finance and accounting |
Legal affairs, compliance, and corporate ethics | Human resources | ESG and sustainability |
||||
| Akio Tomiyama | M | ● | ● | ● | ● | ● | ● | ● | |||||
| Hiroyuki Usami | M | ● | ● | ● | ● | ● | |||||||
| Goshiro Ito | M | ● | ● | ● | ● | ● | ● | ● | |||||
| Hiroshi Miyamori | M | ● | ● | ● | ● | ● | ● | ● | |||||
| Shinichi Tonomura | M | ○ | ● | ● | ● | ● | |||||||
| Miwako Iyoku | F | ○ | ● | ● | ● | ● | |||||||
| Reiko Yasue | F | ○ | ● | ● | ● | ● | |||||||
| Masato Arisawa | M | ○ | ● | ● | ● | ● | |||||||
| Seiichiro Wasahara | M | ○ | ● | ● | ● | ● | ● | ● | ● | ||||
| Mariko Mimura | F | ○ | ○ | ● | ● | ● | ● | ||||||
| Natsuyo Hara | F | ○ | ○ | ● | ● | ● | ● | ||||||
- * For outside directors, ● indicates the relevant item of the skills, etc. for which the person is expected to use his/her abundant experience and in-depth knowledge (up to four items). The matrix is not intended to present all of the knowledge and experience possessed by each outside Director.
- * IP (Intellectual Property): In the entertainment industry, intellectual property rights are used to describe characters and titles.
Please see our Board Member Profiles (in Japanese) and Notice of the 75th 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.
