Director Selection and Nomination Policy
Auditor Selection and Nomination Policy
Criteria for Determining Outside Director Independence
Introduction of Officers and Reasons for Appointment
Concurrent Positions of Directors at Other Companies
Director Selection and Nomination Policy
- The nomination of candidates for director is conducted in accordance with our policy to appoint qualified individuals regardless of gender, age, or nationality who can fulfill their duties and responsibilities with due consideration to each individual's personality and insight, ability to respond to diverse tasks, ability to make accurate and prompt decisions, and conduct appropriate risk management.
- The appointment of outside directors is carried out with emphasis on experience and expertise in the areas of corporate management, internationality, and marketing.
- The nomination of candidates for director follows a process of the officer in charge of human resources and representative director selecting the proposed candidate, the Nomination and Remuneration Advisory Committee reviewing the proposal and reporting to the Board of Directors, which then makes the final resolution on the nomination.
- Candidates that the Board of Directors nominate for directors are elected at the General Meeting of Shareholders.
- The Nomination and Remuneration Advisory Committee evaluates candidates for directors based on their organizational management skills, leadership skills, and humanity.
Auditor Selection and Nomination Policy
- The nomination of candidates for corporate auditor is conducted in accordance with our policy to appoint qualified individuals regardless of gender, age, or nationality who can fulfill their duties and responsibilities with due consideration to each individual's personality and insight, ability to respond to diverse tasks, ability to make accurate and prompt decisions, and conduct appropriate risk management.
- The nomination of candidates for corporate auditor follows a process of the officer in charge of human resources and representative director selecting the proposed candidate, the Board of Auditors approving the candidate, and the Board of Directors making the final resolution on nomination.
Criteria for Determining Outside Director Independence
- Sanrio considers the role of outside directors to be to protect the interests of general shareholders and enhance corporate governance, and the role of outside auditors to be to maintain transparency and objectivity in management.
- The Company has established criteria for determining the independence of outside directors and appoints individuals with specialized knowledge deemed capable of fulfilling the function and role of outside director by providing objective and appropriate supervision or auditing and for which there is no risk of conflict of interest with general shareholders.
- Outside Directors Yu Sasamoto, Masae Yamanaka, David Bennett, and Shizuko Kamoda do not have personal relationships, business relationships, or other interests with the Company.
Introduction of Officers and Reasons for Appointment
Directors
List of Directors
| Name | Reason for Appointment |
|---|---|
| Tomokuni Tsuji President and CEO |
Tomokuni Tsuji has been instrumental in the development of our medium-term management plans and the creation of our marketing department. In addition, we believe that as the grandson of the company's founder, he is capable of carrying on the company's corporate philosophy, corporate culture, and business model. |
| Jiro Kishimura Senior Managing Director |
Jiro Kishimura has experience in the financial industry both in Japan and overseas. Since joining the Company, he has served in several capacities, including the head of the Corporate Planning Department and the Overseas Business Division. |
| Yasuyuki Otsuka Managing Director |
Yasuyuki Otsuka was appointed as director due to his extensive consulting experience in the retail/consumer goods, apparel, and IP industries. Since joining the Company, he has served in several capacities, including head of the Product Sales Division. He also possesses expertise in general management. |
| Wataru Nakatsuka Managing Director |
Wataru Nakatsuka was appointed director due to his extensive consulting experience, mainly in the consumer goods and services industries. Since joining the Company, he has served in various capacities, including head of the Office to the President. In addition, he possesses expertise in general management. |
| Kiyoshi Saito Managing Director |
Kiyoshi Saito was appointed as director due to his experience in domestic and international management in the IT, mobile, and entertainment industries, including in the United States, Europe, and Asia. He also possesses expertise in general management. |
| Yuko Akiyama Managing Director |
Yuko Akiyama was appointed director due to her extensive knowledge and experience in marketing. Since joining the Company, she has served as General Manager of the Global Digital Marketing Division (currently the Global Brand Management Division) and possesses insight in overall management. |
| Yu Sasamoto Outside Director |
Yu Sasamoto has experience in management at Twitter Japan, Microsoft Corporation, and other entities. He was appointed director to contribute his management experience and knowledge of e-commerce and online business models. |
| Masae Yamanaka Outside Director |
Masae Yamanaka currently serves as vice president of Panasonic System Solutions Japan Co., Ltd., She also has experience as an executive officer at Microsoft Japan and LIXIL Corporation. She was appointed as director to contribute her management experience and knowledge of solutions businesses and her perspective on gender. |
| David Bennett Outside Director |
David Bennett has experience serving as president of Lenovo Japan G.K. and NEC Personal Computer, Ltd. He was appointed as director to contribute his international perspective and experience in the management of IT companies. |
| Shizuko Kamoda Outside Director |
Shizuko Kamoda has extensive experience as an attorney with knowledge from her MBA. She was appointed director due to her expertise in the development of legal and compliance systems, which we expect her to use for the benefit of Company management. |
*Outside directors Yu Sasamoto, Masae Yamanaka, David Bennett, and Shizuko Kamoda do not have personal relationships, business relationships, or other interests with the Company.
Corporate Auditors
List of Corporate Auditors
| Name | Reason for Appointment |
|---|---|
| Shinichi Okumura Corporate Auditor, Chair of the Board of Auditors |
Shinichi Okumura has overseas experience in the financial industry and a wealth of knowledge and experience in finance, as well as knowledge of general business management. |
| Kazuo Ohashi Outside Corporate Auditor |
As a certified public accountant, Kazuo Ohashi has extensive audit experience and possesses specialized knowledge relating to finance and accounting. |
| Kiyo Morikawa Outside Corporate Auditor |
Kiyo Morikawa has extensive experience as an attorney and possesses specialized knowledge in compliance. We have determined that she is able to properly perform duties as an Auditor of the Company and have nominated her as a candidate for Auditor. |
* Detailed biographies of each officer are provided in the Company Profile.
Concurrent Positions of Directors at Other Companies
Sanrio requires the approval of the Board of Directors for a director or corporate auditor to concurrently serve as an officer of another company. At present, seven members-five directors and two corporate auditors-concurrently serve as officers of other companies but do not serve as officers at more than three other companies. Sanrio considers it reasonable for an individual to hold positions at up to two companies, excluding the Company, and does not consider concurrent appointments to hinder their abilities to fulfill their roles and responsibilities as directors and corporate auditors of the Company. The status of concurrent positions of directors is disclosed annually in reference documents for the General Meeting of Shareholders and in the Annual Securities Report.