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Policy and Basic Approach
Basic approach to corporate governance
We believe that enhancing corporate governance is essential for continuously improving corporate value and for maintaining the trust of shareholders, investors, and other stakeholders. To this end, we are strengthening the following three areas.
- We are taking steps to accelerate decision-making by the Board of Directors to better respond to the rapid changes in the market, and incorporating the perspectives of outside directors (including Audit and Supervisory Committee members) to improve the appropriateness, efficiency, and transparency of the Board of Directors.
- To fulfill our social responsibilities to all stakeholders, including shareholders, employees, business partners, customers, creditors, and local communities, we will continue to develop an internal control system and ensure thorough compliance of corporate ethics and full compliance with laws and regulations.
- We will continue to strive to gain the trust of the market through appropriate and fair disclosure and IR activities. Based on our recognition of the importance of information disclosure, we will be unceasing in our efforts to establish a system for providing timely disclosure. Top management attends our financial results briefings, and management will continue engaging in two-way dialogue with the market. We also hold company briefings on various topics, including our strengths in character development and IP management, and for individual investors, we strive to improve communication with shareholders and investors by enhancing IR information on our website, among other initiatives.
Corporate Governance Report
2026/07/31 Corporate Governance Report (747KB)
Corporate Governance Code initiatives
2026/07/31 Corporate Governance Code Initiatives (533KB)
Articles of Incorporation
2025/6/26 Articles of Incorporation
Board of Directors operating policy
The Company operates with an Audit and Supervisory Committee in place to both enhance the speed and agility of management decision-making and strengthen the Board of Directors’ supervisory function. This enables the Company to respond to a rapidly changing business environment in a timely and appropriate manner. Directors serving as Audit and Supervisory Committee members exercise voting rights and participate in important decision-making at meetings of the Board of Directors. They also perform integrated audit and supervisory functions over the execution of duties by directors, thereby enhancing management transparency and objectivity. Sanrio also delegates substantial authority for business execution to executive officers in order to accelerate and improve the efficiency of decision-making, while the Board of Directors focuses its deliberations and oversight on medium- to long-term management strategies and key issues. Through these measures, the Company has established a governance structure designed to achieve sustainable enhancement of corporate value under appropriate risk management.
Structure and Governance
Corporate Governance Structure
Corporate Governance System Chart
Board of Directors
The Board of Directors meets, in principle, once a month. It determines the Company’s basic management policies, makes decisions on important matters concerning business execution, and supervises the execution of duties by directors and executive officers. To improve the agility and efficiency of business execution, Sanrio delegates substantial authority for business execution to executive officers, while the Board of Directors focuses its operations on its supervisory function.
The Board of Directors also establishes policies concerning sustainability issues, considers additional measures, and supervises the progress of these initiatives. For more information, please refer to Sanrio Sustainability Structure and Governance.
Composition
- The Board of Directors is chaired by President and CEO Tomokuni Tsuji and comprises 10 directors, including three female directors.
- Outside directors are appointed to protect the interests of general shareholders and enhance corporate governance.
- For more information on the selection criteria for both inside and outside directors, please refer to Directors (including Audit and Supervisory Committee members).
Overview of proposals discussed during the fiscal year by the Board of Directors, Audit and Supervisory Committee, and Nomination and Remuneration Advisory Committee (FY3/2026)
| Main topics | |
|---|---|
| Board of Directors |
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| Audit and Supervisory Committee |
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| Nomination and Remuneration Advisory Committee |
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Meetings and Attendance
The Board of Directors meets, in principle, once a month with the attendance of corporate auditors and members of the Audit and Supervisory Committee to discuss or report on important matters. Extraordinary meetings of the Board of Directors are held as deemed necessary.In FY3/2026, the Board of Directors met 18 times. Director attendance was as follows.
| Name | Number of meetings | Attendance |
|---|---|---|
| Tomokuni Tsuji | 18 | 18 |
| Wataru Nakatsuka | 18 | 18 |
| Yasuyuki Otsuka | 18 | 18 |
| Jiro Kishimura | 5 | 5 |
| Kiyoshi Saito*2 | 18 | 17 |
| Yuko Akiyama*1 | 5 | 5 |
| Yu Sasamoto | 18 | 16 |
| Masae Yamanaka | 18 | 18 |
| David Bennett *1 | 5 | 3 |
| Shizuko Kamoda | 18 | 18 |
| Shinichi Okumura | 18 | 18 |
| Kazuo Ohashi | 18 | 18 |
| Kiyo Morikawa | 18 | 18 |
*1Jiro Kishimura, Yuko Akiyama, and David Bennett retired from their positions as directors at the close of the 65th Ordinary General Meeting of Shareholders held on June 26, 2025.
*2Kiyoshi Saito resigned as a director effective May 29, 2026.
Audit and Supervisory Committee
The Audit and Supervisory Committee audits and supervises the execution of duties by directors to ensure the legality and appropriateness of management. Out of a total of three members on the Audit and Supervisory Committee, a majority of two (one certified public accountant and one attorney) are outside directors. The Audit and Supervisory Committee works closely with the Internal Auditing Department and the Accounting Auditor to monitor the establishment and operation of the internal control system. It also receives reports on progress under management plans and the status of risk management, and comments on them as necessary. In this way, the Company has established a corporate governance structure that enhances the effectiveness of audits and oversight.
Composition
- The Audit and Supervisory Committee consists of three Audit and Supervisory Committee members: Shinichi Okumura, a director and full-time Audit and Supervisory Committee member, as the chairperson, and two directors serve as Audit and Supervisory Committee members (including one female director).
- For more information on the selection criteria for Audit and Supervisory Committee members, please refer to Directors (including Audit and Supervisory Committee members).
Meetings and Attendance
In principle, the Audit and Supervisory Committee meets on a monthly basis prior to regular meetings of the Board of Directors. The average meeting length of the Audit and Supervisory Committee was around 70 minutes, and meetings focused on open and vigorous discussion among its three members, including outside directors serving as independent outside Audit and Supervisory Committee members, based on internal information gathered by the full-time Audit and Supervisory Committee member through day-to-day activities. The attendance of each Audit and Supervisory Committee member and the principal matters submitted to the committee during the fiscal year were as follows.
| Name | Number of meetings | Attendance rate | |
|---|---|---|---|
| Board of Corporate Auditors Attendance | Shinichi Okumura | 4 | 100% (4/4) |
| Kazuo Ohashi | 4 | 100% (4/4) | |
| Kiyo Morikawa | 4 | 100% (4/4) | |
| Audit and Supervisory Committee Attendance | Shinichi Okumura | 10 | 100% (10/10) |
| Kazuo Ohashi | 10 | 100% (10/10) | |
| Kiyo Morikawa | 10 | 100% (10/10) | |
| Principal Matters Submitted |
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Internal Auditing Department
The Internal Auditing Department (7 employees) is an independent internal department that works together with the Compliance Department and plays an important role in corporate governance. Based on the Internal Audit Regulations and the Annual Audit Plan, the Internal Auditing Department examines whether the business content and execution of each division of Sanrio and its group companies are being carried out appropriately and efficiently in accordance with laws and regulations, the Articles of Incorporation, and internal rules. The department reports the results to the Board of Directors and Audit and Supervisory Committee. It follows up on findings until related improvement plans are completed, even after audit results are reported. In addition, the Accounting Auditor and the Audit and Supervisory Committee regularly exchange information and work together to communicate the status of internal controls and risk awareness of Sanrio and its group companies.
Nomination and Remuneration Advisory Committee
In June 2021, Sanrio established the voluntary Nomination and Remuneration Advisory Committee with the aim of ensuring the transparency and objectivity of the evaluation and decision-making processes related to the nomination and remuneration of directors, strengthening the supervisory function of the Board of Directors, and enhancing the corporate governance system. The committee is chaired by an outside director, and the majority of the committee members are independent outside directors. In response to inquiries from the Board of Directors, the committee deliberates and reports to the Board of Directors on matters related to the appointment and dismissal of directors, the selection and dismissal of representative directors and directors with titled positions, the remuneration of directors, and other important management matters that the Board of Directors deems necessary.
Meetings and Attendance
Five meetings were held in FY3/2026. Director attendance was as follows.
| Position | Name | Number of meetings | Attendance |
|---|---|---|---|
| Independent outside director (chairperson) | Yu Sasamoto | 5 | 4 |
| President and CEO | Tomokuni Tsuji | 5 | 5 |
| Independent outside director | Masae Yamanaka | 5 | 5 |
| Independent outside director | David Bennett | 5 | 5 |
| Independent outside director | Shizuko Kamoda | 5 | 5 |
Internal Control System
To ensure the effectiveness and efficiency of its operations, ensure the reliability of its financial reporting, and protect its assets, the Group follows action guidelines in accordance with the corporate philosophy and is continuously working to create a system for compliance with laws and regulations as well as internal rules related to its operations.
Specifically, we seek to continuously improve the systems for ensuring that the execution of duties complies with laws and regulations and the Articles of Incorporation, for storing and managing information related to the execution of duties, for crisis management, for ensuring the efficiency of duties, for ensuring the appropriateness of the operations of the corporate Group, for the assignment of employees to assist the Audit and Supervisory Committee and their independence from directors, for reporting to the Audit and Supervisory Committee, and for ensuring the effectiveness of audits.
To this end, we have reviewed the Board of Directors Regulations, the Authority Regulations, the Segregation of Duties Regulations, and other regulations to clarify the responsibilities and authority of the Board of Directors and employees. We have additionally established an internal control environment to ensure that important information about Sanrio and its Group companies is accurately and appropriately reported to the Board of Directors and Audit and Supervisory Committee, and that information is adequately communicated from top management to employees.
Further, we are constantly working to create an internal control system to prevent the occurrence and minimize the impact of risk events related to the business execution of Sanrio and its Group companies. Under the supervision of the Compliance Department, the responsible departments and the Sanrio Joint Compliance Committee conduct various risk management, compliance, information security, and other awareness-raising activities within the Company.
Main Initiatives
Evaluation of the Effectiveness of the Board of Directors
As stated in its Corporate Governance Code Initiatives, Sanrio evaluates the Board of Directors and discloses the results.
Each year, the Board of Directors evaluates its overall effectiveness to verify how it has contributed, identify issues, and make improvements. We conducted an evaluation of the effectiveness of the Company’s Board of Directors in FY2025 and hereby disclose the results as follows.
Evaluation Method
A questionnaire covering the composition and operation of the Board of Directors, management and business strategies, corporate ethics and risk management, management evaluation and remuneration, dialogue with shareholders and other stakeholders, and other matters was administered to all directors, including directors serving as Audit and Supervisory Committee members, and the results were compiled and analyzed. In addition to quantitative ratings, respondents were asked to provide comments and requests in free-response fields for each major category. Respondents were also interviewed individually as necessary. To improve the objectivity and transparency of the evaluation, an independent external organization assisted with question design, response aggregation, and response analysis. The results were then shared and discussed by the Board of Directors.
Evaluation Results and Analysis
The questionnaire produced an overall average score of 4.0, with Sanrio’s Board of Directors was evaluated as overall effective. In particular, relatively high evaluations were received for corporate ethics and risk management, as well as dialogue with shareholders and other stakeholders. On the other hand, the Board recognized that there remains room for further improvement in discussions concerning management and business strategies aimed at enhancing corporate value on a sustainable basis, deeper involvement of Outside Directors in management strategy, and discussions regarding business growth and operational reform through the utilization of DX, AI, and other technologies.
Progress in Addressing Issues Identified in the Previous Year’s Evaluation
With respect to the issues identified in the previous year's evaluation, including the enhancement of Board of Directors materials, securing sufficient time for discussion, and strengthening information sharing with Outside Directors, the Company implemented measures such as earlier distribution of meeting materials, the provision of advance briefings, and an increase in reporting opportunities on important topics. While these initiatives resulted in a certain degree of improvement, the Board recognizes that further enhancement of discussions on medium- to long-term topics, including management strategy and the utilization of DX and AI, remains necessary.
Future Actions Based on the Evaluation Results
Taking the results of this evaluation into account, Sanrio will implement the following initiatives to further enhance the effectiveness of the Board of Directors. In particular, the Company will systematically incorporate important topics, including progress on its long-term vision, DX, AI and other technologies, human capital, and risk management, into the Board's annual agenda, while ensuring sufficient time for discussion and enhancing the organization of key discussion points.
• Discussions Expected of the Board of Directors
To further enhance the discussions expected of the Board of Directors, important proposals will be shared with outside directors in advance, and materials will be improved so that clear points of debate are ensured. Sanrio will also create an environment in which directors can engage in fully informed discussion by enabling them to attend preliminary deliberation meetings as observers, sharing video recordings and minutes, and revising the proposal document format so that issues and points of debate are clear. Sanrio will also provide more opportunities for outside and inside directors to exchange views, thereby deepening constructive discussion at Board meetings.
• Involvement of Outside Directors in Management Strategy
The progress of executive discussions concerning updates to the Long-Term Vision and the key points of debate involved will be reported to the Board of Directors as needed so that outside directors may become more deeply involved in management strategy. Sanrio will also create opportunities to incorporate outside directors’ views at an early stage, thereby enriching strategic discussions that contribute to medium- and long-term enhancement of corporate value.
• Discussion of DX, AI, and Technology
Sanrio will expand opportunities for the Board of Directors to discuss DX, AI, data utilization, and other technologies on an ongoing basis, focusing not only on how they streamline operations but also on their use to capture growth opportunities, enhance customer engagement, and increase IP value.
Questionnaire Items and Results
Major Categories and Number of Questions
Respondents were asked to provide comments and requests for each major category. They were also asked to provide comments and requests concerning the effectiveness and composition of the Board of Directors.
- (1) Composition and operation of the Board of Directors (9 questions)
- (2) Management and business strategies (7 questions)
- (3) Corporate ethics and risk management (6 questions)
- (4) Management evaluation and remuneration (4 questions)
- (5) Dialogue with shareholders, etc. (2 questions)
Response Format: Five-point Scale
The average score is the simple average of responses to each question. The overall evaluation also takes into account qualitative comments and discussion by the Board of Directors.
- 5: Effective and appropriate
- 4: Somewhat effective, appropriate
- 3: Neither agree nor disagree
- 2: Some room for improvement
- 1: Needs improvement, inappropriate
| Major category | Number of questions | Average score | (Reference) Previous year’s average score |
|---|---|---|---|
| (1) Composition and operation of the Board of Directors | 9 questions | 4.0 | 3.8 |
| (2) Management and business strategies | 7 questions | 3.8 | 3.7 |
| (3) Corporate ethics and risk management | 6 questions | 4.2 | 4.1 |
| (4) Management evaluation and remuneration | 4 questions | 4.1 | 4.0 |
| (5) Dialogue with shareholders, etc. | 2 questions | 4.2 | 3.9 |
| Total | 28 questions | 4.0 | 3.9 |
Initiatives to Further Enhance Effectiveness
The Company will continue to review whether the composition of the Board of Directors remains appropriately balanced and whether the expertise and experience of each Director are being fully utilized, while striving to achieve an optimal Board composition. In addition, the Company will consider succession planning for senior management and the development of more appropriate director nomination processes. The Company will also continue to advance governance across the Group and enhance the management framework for its subsidiaries, while continuously deliberating on measures to strengthen the Group’s overall management oversight and risk management systems.
Board of Directors Past Self-evaluation Results
2026/6/25 Evaluation of the Board of Directors in FY3/2026(101KB)
2025/6/26 Evaluation of the Board of Directors in FY3/2025(136KB)
2024/6/27 Evaluation of the Board of Directors in FY3/2024(223KB)
2023/6/14 Evaluation of the Board of Directors in FY3/2023 (158KB)
2022/6/14 Evaluation of the Board of Directors in FY3/2022(83KB)
2021/6/15 Evaluation of the Board of Directors in FY3/2021(137KB)
Policy on Dialogue with Shareholders
We place high importance on constructive dialogue with shareholders and investors aimed at enhancing corporate value over the medium and long term and achieving sustainable growth.
For more information, please refer to Sanrio Sustainability Policy on Dialogue with Shareholders