GovernanceConduct Transparent and Visible Governance

Policy and basic approach Structure and Governance Main Initiatives

Policy and basic approach

Basic approach to corporate governance

Sanrio transitioned to a company with an Audit and Supervisory Committee by resolution of the 65th Ordinary General Meeting of Shareholders held on June 26, 2025, to strengthen the audit and supervisory function of the Board of Directors, further enhance the corporate governance structure, and enable the delegation of decisions on important business execution to executive directors, thereby accelerating decision-making and ensuring more agile business execution.

We believe that enhancing corporate governance is essential for continuously improving corporate value and for maintaining the trust of shareholders, investors, and other stakeholders (interested parties). To this end, we are strengthening the following three areas.

  1. 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 outside directors serving as Audit and Supervisory Committee members) to improve the appropriateness, efficiency, and transparency of the Board of Directors.
  2. 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.
  3. 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 also 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 copyright 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

2025/06/27 Corporate Governance Report (279KB)

Corporate Governance Code initiatives

2025/06/27 Corporate Governance Code Initiatives (751KB)

Articles of Incorporation

2025/6/26 Articles of Incorporation

Board of Directors operating policy

Sanrio transitioned to a company with an Audit and Supervisory Committee by resolution of the 65th Ordinary General Meeting of Shareholders held in June 2025. We used the opportunity presented by the transition to increase the relative importance of supervision versus decision-making, and narrowed this down to key proposals that will contribute to corporate value. For items to be resolved, we clearly identify key issues considered during executive-level discussion and decision-making materials useful for post-resolution monitoring. For items to be reported, we revise the items to be reported according to the content, frequency, and importance of reporting by the executing departments.

Structure and Governance

Corporate governance structure

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 directors. 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 determined by directors.

The Board of Directors also establishes policies concerning sustainability issues, considers additional measures, supervises the progress of the measures. 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 consists of 10 directors (including three female directors).
  • Outside directors are appointed to the board to protect the interests of general shareholders and to enhance corporate governance.
  • For more information on the selection criteria for both inside and outside directors, please refer to Directors (including directors serving as Audit and Supervisory Committee members).

Overview of proposals discussed during the fiscal year by the Board of Directors, Board of Corporate Auditors, and Nomination and Remuneration Advisory Committee (FY3/2025)

  Main Topics
Board of Directors
  • Direction of management over the medium term and business portfolio
  • Deliberation, decisions, and follow-up on large investments, M&A, and organizational restructuring
  • Human capital initiatives and disclosure
  • Responding to serious risks to the Sanrio Group
  • Evaluation of the effectiveness of the Board of Directors
  • Nomination and Remuneration Advisory Committee reports
  • Annual management plan, quarterly and annual financial results, and officer appointments
Board of Corporate Auditors
  • Confirmation of the status of protection of corporate assets and management systems (including Group subsidiaries)
  • Supervision of execution of duties by directors and verification of the general principles for management decisions by the Board of Directors
  • Monitoring transactions competing with Sanrio and those involving conflicts of interest
  • Status of establishment and operation of internal controls (Companies Act, Financial Instruments and Exchange Act)
  • Monitoring and verification of violations of laws, regulations, and the Articles of Incorporation, and risk management
  • Monitoring and verification of the status of audits by and independence and quality control system of the accounting auditors
  • Hearing reports from the directors, etc. and exchanging opinions with outside directors
Nomination and Remuneration Advisory Committee
  • Confirmation of approach to the composition and size of the Board of Directors, policy on the nomination of candidates, criteria for determining independence, and other related matters
  • Deliberation on requirements for selecting candidates for director and on specific candidates for director
  • Successor plan for the president
  • Officer appointments in FY3/2026
  • Review of officer remuneration levels
  • Deliberation of points of debate on issues with and revision of the officer remuneration system
  • Decisions on the amount of individual performance-linked remuneration

Meetings and Attendance

The Board of Directors meets, in principle, once a month with the attendance of Audit and Supervisory Committee members to discuss or report on important matters. Extraordinary meetings of the Board of Directors are held as deemed necessary.
In FY3/2025, the Board of Directors met 19 times. Director attendance was as follows.

Member Number of meetings Attendance
Tomokuni Tsuji 19 19
Jiro Kishimura 19 19
Yasuyuki Otsuka 19 19
Wataru Nakatsuka 19 19
Kiyoshi Saito 19 19
Yuko Akiyama*1 14 13
Yu Sasamoto 19 19
Masae Yamanaka 19 17
David Bennett 19 19
Shizuko Kamoda*1 14 14
Shinichi Okumura 19 19
Takemi Hiramatsu*2 5 5
Kazuo Ohashi 19 19
Kiyo Morikawa*1 14 14
  1. Ms. Akiyama, Ms. Kamoda, and Ms. Morikawa were elected by the 64th Ordinary General Meeting of Shareholders held on June 27, 2024 and attended all 14 Board of Directors meetings held after they assumed their positions.
  2. Mr. Hiramatsu retired at the close of the 64th Ordinary General Meeting of Shareholders held on June 27, 2024.

Audit and Supervisory Committee

Sanrio transitioned to a company with an Audit and Supervisory Committee at the close of the 65th Ordinary General Meeting of Shareholders held on June 26, 2025.
Our aim in transitioning to a company with an Audit and Supervisory Committee having outside directors as the majority of members is to grant decision-making authority in the Board of Directors to directors who serve as Audit and Supervisory Committee members, strengthen the audit and supervisory function over the execution of duties, and further enhance corporate governance.

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 outside directors serving as Audit and Supervisory Committee members (including one female outside 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

The Board of Corporate Auditors, which met through FY3/2025, met once a month, in principle, prior to the regular meetings of the Board of Directors. The average meeting length of the Board of Corporate Auditors was around 80 minutes, and meetings focused on open and vigorous discussion by the full-time corporate auditor and three independent outside corporate auditors, based on internal information on day-to-day activities compiled by the full-time corporate auditor. In addition, full-time and outside members of the Board of Corporate Auditors met regularly with the Accounting Auditor to exchange information and opinions, ask and answer questions, and hold discussions on financial results and other related matters, thereby enhancing the effectiveness of their respective audits.
In FY3/2025, the Board of Corporate Auditors met 13 times. Corporate auditor attendance was as follows.

Member Number of meetings Attendance
Shinichi Okumura 13 13 (100%)
Takemi Hiramatsu* 3 3 (100%)
Kazuo Ohashi 13 13 (100%)
Kiyo Morikawa* 10 10 (100%)

* Mr. 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 (5 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 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 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

Three meetings were held in FY3/2025. Director attendance was as follows.

Position Member Number of meetings Attendance
Independent outside director (chairperson) Yu Sasamoto 4 4
President and CEO Tomokuni Tsuji 4 4
Independent outside director Masae Yamanaka 4 4
Independent outside director David Bennett 4 4
Independent outside director Shizuko Kamoda 4 4

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 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 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

The Secretariat of the Board of Directors conducts an annual evaluation of the Board of Directors. Sanrio conducts a questionnaire survey of all directors, and analyzes and evaluates the overall effectiveness of the Board of Directors, while considering the opinions of outside directors (including Audit and Supervisory Committee members). Results are reported to the Board of Directors.

Major items in the questionnaire

  • (1) Composition and operation of the Board of Directors (9 questions)
  • (2) Management and business strategies (7 questions)
  • (3) Corporate ethics and risk management (5 questions)
  • (4) Management evaluation and remuneration (4 questions)
  • (5) Dialogue with shareholders, etc. (2 questions)

Evaluation method

In the questionnaires, we also asked each director and corporate auditor to provide their opinions.

Progress on initiatives to address issues found in the evaluation of effectiveness in FY3/2025

Sanrio’s Board of Directors recognized the following three points as the main issues found in the effectiveness evaluation of the Board of Directors in FY3/2025. The following initiatives were implemented to address these issues.

  Issue Progress
1 Demonstration of the role and function of outside directors The role the Board of Directors expects of outside directors is shared in more concrete detail with each director. To establish an environment that better facilitates the participation of outside directors in discussions, arrangements will be made for offsite meetings, providing opportunities to tour sites, and conducting officer training.
2 Transparency of the nomination and remuneration processes The transparency of the nomination and remuneration processes will be improved by explaining the evaluation criteria for nomination and remuneration in greater detail and regularly reporting the status of discussions by the committee to the Board of Directors.
3 Discussion of sustainability In Board of Directors meetings, more opportunities for debate will be created and materials that clearly specify the points of debate will be produced and used to stimulate discussion. Opinions voiced by outside directors during deliberation will be incorporated into concrete action plans.

Future issues and initiatives

  Issue Progress
1 Identification of essential points and full-fledged discussion of important proposals We clearly specify the subject of resolutions and clarify the background, context, and significance of proposals. We will also determine the agenda in advance and operate according to the annual schedule.
2 Revision of report content and frequency In addition to revising the frequency of reports according to the importance, we will provide sufficient information in content to clarify the medium to long-term roadmap and current issues.
3 Appropriate time allocation Sufficient time will be allocated in advance, according to the importance of each agenda item, and meetings will be operated accordingly.
4 Constructive dialog with outside officers We will provide opportunities for outside officers to deepen their understanding of Sanrio’s businesses.

Board of Directors Past Self-evaluation Results

2025/6/26 Evaluation of the Board of Directors in FY3/2025(223KB)

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