Basic Approach
We believe enhancing corporate governance is essential to our ability to continue enhancing our corporate value and 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 and Outside Auditors 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. We recognize the importance of information disclosure and 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. To deepen understanding of our company, we hold company briefings on various topics, such as to explain our strengths in character development and copyright management. In addition, for individual investors, we are enhancing the IR information on our website to improve communication with shareholders and investors.
Corporate Governance Report
2025/6/27 Corporate Governance Report (662KB)
Corporate Governance Code Initiatives
2025/6/27 Corporate Governance Code Initiatives (623KB)
Corporate Governance Structure
Corporate Governance System Chart
Board of Directors
The Board of Directors is responsible for the decision-making function related to the execution of business. The board determines important management policies and establishes, revises, and abolishes regulations and systems. The board also functions as a supervisory body for the representative director.
The Board of Directors also establishes policies concerning sustainability issues, considers additional measures, supervises the progress of the measures. For details, please refer to Promotion Structure/Engagement.
Composition
- The Board of Directors is chaired by President and CEO Tomokuni Tsuji and consists of 10 directors (including three female director and one non-Japanese director).
- Outside directors are appointed to the board to protect the interests of general shareholders and to enhance corporate governance.
- For details about the selection criteria for inside and outside directors, please refer to Director and Corporate Auditors
Meetings and Attendance
The Board of Directors meets, in principle, once a month with the attendance of corporate auditors to discuss or report on important matters. Extraordinary meetings of the Board of Directors are held as deemed necessary.
In FY3/2024, the Board of Directors met 18 times. Director attendance was as follows.
| Director | Number of meetings | Attendance |
|---|---|---|
| Tomokuni Tsuji | 18 | 17 |
| Kosho Nomura*1 | 18 | 18 |
| Jiro Kishimura | 18 | 18 |
| Yasuyuki Otsuka | 18 | 18 |
| Wataru Nakatsuka | 18 | 18 |
| Kiyoshi Saito | 18 | 18 |
| Yu Sasamoto | 18 | 18 |
| Masae Yamanaka | 18 | 17 |
| David Bennett | 18 | 18 |
| Shinichi Okumura | 13 | 13 |
| Yoshio Furuhashi*2 | 5 | 5 |
| Takemi Hiramatsu | 18 | 18 |
| Kazuo Ohashi | 18 | 17 |
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*1Mr. Nomura retired from the position as of March 31, 2024.
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*2Mr. Furuhashi retired at the close of the Ordinary General Meeting of Shareholders on June 22, 2023.
Board of Auditors
Sanrio has adopted the framework of a company with a Board of Auditors, which audits the execution of duties by directors in order to maintain the transparency and objectivity of management. Of the three corporate auditors on the Board of Auditors, the majority of two (one lawyer and one certified public accountant) are outside auditors. The one individual who is a full-time auditor is a certified public accountant versed in financial, and accounting matters.
| Member | Experience and competence |
|---|---|
| Shinichi Okumura | Extensive experience in financial institutions and considerable knowledge of finance and accounting. |
| Takemi Hiramatsu Outside Corporate Auditor |
Extensive experience as an attorney and expertise in international legal affairs and intellectual property rights. |
| Kazuo Ohashi Outside Corporate Auditor |
A certified public accountant with extensive experience in auditing and expertise in finance and accounting. |
Meetings and Attendance
The Board of Auditors meets, in principle, once a month prior to the regular meeting of the Board of Directors. In addition, full-time and outside members of the Board of Auditors hold quarterly question-and-answer and discussion sessions with the Accounting Auditors about the financial results and other matters.
| Auditor | Number of meetings | Attendance |
|---|---|---|
| Shinichi Okumura | 10 | 10 (100%) |
| Yoshio Furuhashi*1 | 3 | 3 (100%) |
| Takemi Hiramatsu*2 | 13 | 13 (100%) |
| Kazuo Ohashi | 13 | 13 (100%) |
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*1Mr. Furuhashi retired at the close of the Ordinary General Meeting of Shareholders on June 22, 2023.
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*2Mr. Hiramatsu retired at the close of the Ordinary General Meeting of Shareholders on June 27, 2024, upon which Ms. Morikawa joined the Board of Auditors.
Internal Auditing Department
The Internal Auditing Department (4 employees) is an independent internal department that, in accordance with the Internal Audit Regulations and the Annual Audit Plan, examines whether the business content and execution of each division of the Company and 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 quarterly meetings of the Joint Compliance Committee as well as to the directors in charge, Board of Directors and the Board of Auditors. In addition, the Accounting Auditor and the Board of Auditors regularly exchange information and work together to communicate the status of internal controls and risk awareness of the Company and group companies.
Nomination and Remuneration Advisory Committee
In June 2021, Sanrio established the voluntary Nomination and Remuneration Advisory Committee with the aims 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 internal director, and the majority of the committee members are 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
Three meetings were held in the fiscal year ended FY3/2024 Director attendance was as follows.
| Member | Number of meetings | Attendance |
|---|---|---|
| Tomokuni Tsuji | 3 | 3 |
| Kosho Nomura*1 | 3 | 3 |
| Yu Sasamoto | 3 | 3 |
| Masae Yamanaka | 3 | 3 |
| David Bennett | 3 | 3 |
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*1Mr. Nomura retired from the position as of March 31, 2024.
Evaluation of the Effectiveness of the Board of Directors
The Secretariat of the Board of Directors conducts an annual evaluation of the Board of Directors. The Company conducts a questionnaire survey of all directors and analyzes and, while considering the opinions of outside directors and outside auditors, evaluates the overall effectiveness of the Board of Directors. Results are reported to the Board of Directors. A summary of the results is presented below.
Board of Directors Self-evaluation Results
2025/6/26 Evaluation of the Board of Directors(84KB)
2024/6/27 Evaluation of the Board of Directors(103KB)
2023/6/14 Evaluation of the Board of Directors(84KB)
2022/6/14 Evaluation of the Board of Directors(84KB)
2021/6/15 Evaluation of the Board of Directors(84KB)
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 s and their independence from Directors, for reporting to the s , and for ensuring the effectiveness of audits.
To this end, we have reviewed the rules of the Board of Directors, 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 the Company and group companies is accurately and appropriately reported to the Board of Directors and s, 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 the Company and group companies. The responsible departments, risk management committees, and the Joint Compliance Committee under the supervision of the General Affairs Division conduct various risk management, compliance, information security, and other awareness-raising activities within the company.