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Director Selection and Nomination Policy
- Directors decide on important management matters and policies and supervise executive officers in relation to those decisions. Executive officers carry out their duties in accordance with the management decisions and policies made by directors.
- The Articles of Incorporation specifies that Sanrio have no more than nine directors who do not serve as Audit and Supervisory Committee members and no more than five directors who serve as Audit and Supervisory Committee members.
- 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 character and insight, ability to respond to diverse tasks, 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 in which the representative director and the officer in charge of human resources select the proposed candidate and the Nomination and Remuneration Advisory Committee reviews the proposal and reports to the Board of Directors, which then makes the final resolution on the nomination.
- The nomination of candidates for director who serves as an Audit and Supervisory Committee member follows a process in which the representative director and the officer in charge of human resources select the proposed candidate and obtain the consent of the Audit and Supervisory Committee, after which the Board of Directors then makes the final resolution.
- Candidates that the Board of Directors nominates 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, and character.
Criteria for Determining Outside Director Independence
- Sanrio considers the role of outside directors to be protecting the interests of general shareholders and enhancing corporate governance, and the role of outside directors who serve as Audit and Supervisory Committee members to be maintaining transparency and objectivity in management.
- Based on the standards of independence set forth in the Companies Act and by the Tokyo Stock Exchange, Sanrio 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, Shizuko Kamoda, Kazuo Ohashi, and Kiyo Morikawa do not have personal relationships, business relationships, or other interests with Sanrio.
Introduction of Officers and Reasons for Appointment
Directors
List of Directors
| Name | Reason for Appointment |
|---|---|
| President and CEO Tomokuni Tsuji |
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 Sanrio’s corporate philosophy, corporate culture, and business model. |
| Senior Managing Director Wataru Nakatsuka |
Wataru Nakatsuka has 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, giving him insight into general management. |
| Senior Managing Director Yasuyuki Otsuka |
Yasuyuki Otsuka has extensive consulting experience in the retail/consumer goods and apparel industries, as well as in the IP industry. Since joining the Company, he has served in several capacities, including head of the Product Sales Division, giving him insight into general management. |
| Managing Director Kiyoshi Saito |
Kiyoshi Saito has experience in domestic and international management in the IT, mobile, and entertainment industries, including stints in the U.S., Europe, and Asia. Since joining the Company, he has served in the Global Business Division, giving him insight into general management. |
| Outside Director Yu Sasamoto |
Yu Sasamoto has extensive experience in management at Twitter Japan, Microsoft Corporation, and other entities, and we expect him to utilize his management experience and knowledge of e-commerce and online business models to contribute to management of Sanrio. |
| Outside Director Masae Yamanaka |
Masae Yamanaka has experience as an executive vice president of Panasonic Connect Co., Ltd., and an executive officer at both Microsoft Japan and LIXIL Corporation. We expect her to use her management experience in the solutions business and knowledge of gender perspectives to contribute to management of Sanrio. |
| Outside Director Shizuko Kamoda |
Shizuko Kamoda has extensive experience as an attorney and knowledge of business administration, and we expect her to utilize her expertise in the development of legal and compliance systems to contribute to management of Sanrio. |
Note: Outside directors Yu Sasamoto, Masae Yamanaka, and Shizuko Kamoda do not have personal relationships, business relationships, or other interests with Sanrio.
Directors who Serve as Audit and Supervisory Committee members
List of Directors Who Serve as Audit and Supervisory Committee Members
| Name | Reason for Appointment |
|---|---|
| Director (Full-time Audit and Supervisory Committee member), Chairperson of Audit and Supervisory Committee Shinichi Okumura |
Shinichi Okumura has overseas experience in the financial industry and extensive knowledge and experience in finance, as well as knowledge of general business management. |
| Outside Director (Audit and Supervisory Committee member) Kazuo Ohashi |
Kazuo Ohashi is a certified public accountant with extensive experience in auditing and expertise in finance and accounting. |
| Outside Director (Audit and Supervisory Committee member) Kiyo Morikawa |
Kiyo Morikawa has extensive experience as an attorney and expertise in compliance. |
Note: Outside Director (Audit and Supervisory Committee member) Kazuo Ohashi and Kiyo Morikawa do not have personal relationships, business relationships, or other interests with Sanrio.
Note: Detailed biographies of each officer are provided in theCompany Profile.
Skill Matrix
For more information, please refer to Company Profile
Concurrent Positions of Directors at Other Companies
Sanrio requires the approval of the Board of Directors for a director (including an Audit and Supervisory Committee member) to concurrently serve as an officer of another company. At present, five members—three directors and two directors who serve as Audit and Supervisory Committee members—concurrently serve as officers of other companies but do not serve as officers at more than three other companies. Sanrio considers it reasonable for Sanrio directors, including directors who serve as Audit and Supervisory Committee members, to hold positions at up to two companies, excluding Sanrio, and does not consider the concurrent appointments to hinder their abilities to fulfill their roles and responsibilities at Sanrio. The status of officers with concurrent positions is disclosed annually in reference documents for the General Meeting of Shareholders and in the Annual Securities Report.
Succession plans
Formulation and implementation of succession plans for the president is a topic of utmost importance in governance, to ensure sustainable growth and management stability of a company. For this reason, the Nomination and Remuneration Advisory Committee has played the main role in engaging in continual and systematic debate and discussion of succession plans. The Nomination and Remuneration Advisory Committee not only selects candidates, but also carefully considers future changes in the business environment and earnestly addresses optimal human resource development as well as the method of selection from a long-term perspective.
More specifically, the Nomination and Remuneration Advisory Committee clearly defines the personnel requirements needed for management positions, which include qualities, abilities, experience, and capacity to function in an international business environment, among other attributes. When selecting people for the position of president or other management positions, the committee carefully deliberates on the following matters for the list of candidate human resources based on the succession plans: collective consideration of character and executive ability to demonstrate leadership, past performance, career history, and other information, as well as a 360-degree evaluation by an independent organization and other objective information from diverse perspectives.
In the future, the Nomination and Remuneration Advisory Committee will debate more specific, practical requirements for the type of management needed for Sanrio to further accelerate business expansion in the global market, as the committee projects the timeline for replacing the president and the time needed to prepare. The committee will also further strengthen the formulation of appropriate development plans and the process of evaluating and selecting successor candidates from the medium to long-term perspectives, in addition to the short-term perspective.