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Policy
The Sanrio Board of Directors has established the following policies for determining the details of remuneration for individual directors.
- Basic Policy
Sanrio has structured remuneration for directors, excluding directors who are Audit and Supervisory Committee members, to support the realization of the Long-Term Vision, the sustainable enhancement of corporate value, and further value sharing with shareholders. The remuneration system is designed to function as a sufficient incentive to further increase directors’ motivation and commitment to contribute to improvement of performance in the short-term and enhancement of corporate value in the medium- to long-term. Sanrio’s basic policy is to set individual director remuneration at an appropriate level commensurate with the respective responsibilities of each position.
Remuneration for directors (excluding directors who are Audit and Supervisory Committee members and outside directors) comprises basic remuneration as fixed remuneration, performance-linked bonuses, and performance-linked stock-based remuneration as appropriate for their business execution responsibilities. The remuneration structure is designed so that these components respectively account for 50%, 25%, and 25% when the targets are achieved. It is therefore Sanrio’s basic policy to use a remuneration mix in which variable remuneration comprises approximately 50% of total remuneration.
Directors who are Audit and Supervisory Committee members and outside directors receive only basic remuneration, given the importance granted to their independence and supervisory functions. - Policy for Determining the Amount of Individual Basic Remuneration
The basic remuneration for Sanrio directors, excluding directors who are Audit and Supervisory Committee members, is a fixed monthly remuneration and is determined with an overall assessment of position, responsibilities, and length of service, while also taking into account remuneration levels at other companies, Sanrio’s performance, and employee salary levels. - Policy for Determining the Content and Calculating the Amount or Number of Performance-Linked Remuneration
Sanrio links performance-linked bonuses for directors (excluding directors who are Audit and Supervisory Committee members and outside directors) to the performance indicators of consolidated operating profit and consolidated ROE to encourage greater focus on achieving annual performance targets and improving capital efficiency. Such bonuses are calculated by multiplying a base amount corresponding to the director’s position and responsibilities by a performance coefficient that varies from 50% to 150% depending on the extent to which performance targets were achieved and paid after the end of each fiscal year. - Policy for Determining the Content and Calculating the Amount or Number of Non-Monetary Remuneration
For non-monetary remuneration for directors (excluding directors who are Audit and Supervisory Committee members, outside directors, and nonresidents of Japan), Sanrio has introduced a performance equity compensation plan covering three consecutive fiscal years (the “Covered Period”). The objectives of the plan are to provide an incentive to sustainably enhance Sanrio’s corporate value and further promote value sharing between Sanrio’s directors and shareholders. Under the plan, points are granted and accumulated at a specified time each year according to each director’s position and responsibilities. After the end of the Covered Period, the number of shares to be delivered is determined by multiplying the accumulated points by a performance coefficient that varies from 50% to 150% depending on the extent to which performance targets were achieved and other factors. The shares are delivered upon retirement, although a portion is paid in cash equivalent to the proceeds from their sale.
For the initial Covered Period, the performance indicators, which Sanrio regards as important indicators for sustainably enhancing corporate value and achieving medium- to long-term growth, are the operating profit growth rate, total shareholder return (TSR), and non-financial indicators such as assessments by external rating organizations. - Matters Concerning the Determination of the Details of Individual Remuneration for Directors
The remuneration and other compensation to be provided to each individual is determined by the following method, within the total amount of remuneration approved at the General Meeting of Shareholders.
• Before the remuneration amount for each director is determined, the Nomination and Remuneration Advisory Committee, which is composed primarily of outside directors, shall deliberate on the matter and submit its recommendation.
• The President and CEO shall take the committee’s recommendation into account and determine the remuneration amount for each director in accordance with the policy for determining director remuneration, remuneration levels, evaluation criteria, and other standards established by Sanrio’s Board of Directors.
• The President and CEO shall accord the greatest possible weight to the recommendations of the Nomination and Remuneration Advisory Committee.
Remuneration for directors who are Audit and Supervisory Committee members consists solely of basic remuneration. The Nomination and Remuneration Advisory Committee, which is composed primarily of outside directors, deliberates on individual remuneration amounts within the total amount of remuneration approved at the General Meeting of Shareholders, and submits its recommendation. After receiving the recommendation, the directors who are Audit and Supervisory Committee members consult with one another and adopt a resolution on the matter.
Remuneration Limits
At the 65th Ordinary General Meeting of Shareholders held on June 26, 2025, it was resolved that the annual monetary remuneration limit for Sanrio directors, excluding directors who are Audit and Supervisory Committee members, would be 600 million yen, including up to 50 million yen for outside directors. At the conclusion of that meeting, there were seven such directors, including three outside directors. At the same General Meeting of Shareholders, the annual monetary remuneration limit for directors who are Audit and Supervisory Committee members was set at 40 million yen. At the close of that meeting, there were three directors who are Audit and Supervisory Committee members. At the Ordinary General Meeting of Shareholders held on June 25, 2026, it was resolved that performance equity compensation for directors (excluding directors who are Audit and Supervisory Committee members, outside directors, and nonresidents of Japan) would be limited to 600 million yen and 894,000 points (one point equals one share) over three consecutive fiscal years. At the close of that meeting, there were three eligible directors.
Officer Remuneration
Total Remuneration Amounts and Number of Individuals for Each Officer Category (FY3/2026)
| Officer category | Total amount of remuneration (JPY Millions) |
Total amount by type of remuneration (JPY Millions) |
Number of eligible officers | ||
|---|---|---|---|---|---|
| Fixed remuneration | Special bonus | Non-monetary remuneration | |||
| Directors (Excluding outside directors) |
411 | 299 | 2 | 109 | 6 |
| Audit and Supervisory Committee members (excluding outside directors) |
13 | 12 | 0 | - | 1 |
| Corporate auditors (Excluding outside corporate auditors) |
3 | 3 | - | - | 1 |
| Outside officers | 51 | 51 | - | - | 6 |
Note: Effective June 25, 2025, Sanrio transitioned from a company with a Board of Corporate Auditors to one with an Audit and Supervisory Committee.
Annual Remuneration of Officers (Officers Receiving JPY 100 Million or More in Total Remuneration, FY3/2026)
| Name | Total amount of consolidated remuneration (JPY Millions) |
Officer category | Company category | Amount by type of consolidated remuneration (JPY Millions) | ||
|---|---|---|---|---|---|---|
| Fixed remuneration | Special bonus | Non-monetary remuneration | ||||
| Tomokuni Tsuji | 188 | Director | Submitting Company | 140 | 0 | 47 |
| Kiyoshi Saito | 169 | Director | Submitting Company | 9 | 0 | - |
| CEO | Sanrio, Inc. | 72 | 69 *1 | 18 *2 | ||
(Notes)1. The table includes only officers whose total amount of consolidated remuneration was 100 million yen or more.
2. Remuneration paid by overseas subsidiaries is presented after conversion into yen.
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*1The full amount represents a COLA Bonus. Because there are concerns regarding the validity of this benefit under California law, such as that the formal approval procedures required at Sanrio, Inc. by its Board of Directors or Compensation Committee were not fully completed, Sanrio is considering how to address the matter, including by seeking repayment of the amount.
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*2This amount is the total of 2 million yen in doctoral program tuition and 15 million yen in housing rental expenses paid by Sanrio, Inc. Because there are concerns regarding the validity of these benefits under California law, such as that the formal approval procedures required at Sanrio, Inc. by its Board of Directors or Compensation Committee were not fully completed, Sanrio is considering how to address the matter, including seeking repayment of the amounts.