BANDAI NAMCO Holdings Inc.

IR Information

Corporate Governance

Fundamental Approach to Corporate Governance

As the "World's Most Inspiring Entertainment Group," BANDAI NAMCO will continue to provide "Dreams, Fun and Inspiration" to people around the world through entertainment based on creativity and boundless enthusiasm. Our highest priority is the provision of benefits to all stakeholders who support our business activities. We believe that in striving to maximize enterprise value over the long term, bolstering corporate governance is an important management issue.

Corporate Governance System

The Company is working to enhance the supervision of management. The board of directors includes 10 members, of whom 3 are outside directors. Moreover, in order to ensure that the Company responds to changes in the management environment as promptly as possible and to further clarify the responsibilities and awareness of directors, the term of directors has been set at one year or less.

The Company uses the statutory auditor system. The board of statutory auditors comprises four auditors, of whom 3 are outside auditors. Two of the statutory auditors are full-time. In accordance with the allocation of responsibilities as determined by the board of auditors, each statutory auditor conducts audits, working with the independent auditors as needed.

The Internal Auditing Division rigorously audits business execution, and the independent auditors provide account auditing. With close interaction centered on the statutory auditors, the Company's internal control systems are continually monitored, and all issues are identified and understood and recommendations for resolving those issues are provided.

Corporate Governance System
* The Company has notified the TSE that the 3 outside directors and 3 outside Audit & Supervisory Board members are all independent directors or independent Audit & Supervisory Board members in accordance with TSE regulations.

Top management meetings attended by directors and statutory auditors are shown below.

Meeting Name Schedule Agenda / Purpose Participants
Board of Directors Monthly Resolutions and reports on matters prescribed by the Company Law. Resolutions, deliberations, and reports on matters related to the BANDAI NAMCO Group. Directors
statutory auditors
SBU Monthly Report Meeting Quartaly Share consolidated figure and information related to business. Directors
statutory auditors
SBU representatives
Group Management Meeting Quartaly Deliberations on matters related to Group management probrem・Mid-term strategy of over all. Directors
statutory auditors
SBU representatives
Waigaya Meeting Weekly Weekly reports on divisions supervised by BANDAI NAMCO Holdings'directors. Full-time directors
general managers

As shown in the table above, the Company holds a variety of top management meetings and has established a system that facilitates rapidly tracking and responding to Group management information. Moreover, the Company has established the Personnel Committee. Independent outside directors represent half of the members of this committee, which objectively and neutrally considers personnel and compensation issues regarding directors of the Company as well as other matters that are referred to it.

In addition, we hold regular meetings of the Group Risk Compliance Committee, which is led by the president. This committee is in charge of monitoring and supervising important issues related to compliance and has established a system to prevent violations of laws and regulations and to ensure prompt action in the event of any incidents that could be a legal or regulatory violation.

In crisis management, the Crisis Management Committee, which is led by the president, meets as needed and works on behalf of the BANDAI NAMCO Group to prevent crisis situations and to ensure a prompt response if such situations do occur.

The Group comprises three Strategic Business Units (SBUs) and the affiliated business companies, which principally provide support to the SBUs. In each SBU, operating strategies in Japan and overseas are formulated and implemented, centered on the SBU's core company.

The Company, which is a holding company, monitors each SBU; holds meetings of Groupwide committees, such as the Group Management Meeting, and the Group CSR Committee; and formulates strategies for the Group as a whole.

Internal Control Systems

To further enhance its internal control systems and to provide a sound foundation for internal control on a Groupwide basis, the Group has established basic policies in each of the following areas and is working to bolster its internal control systems.

1. Internal Control System: Basic Approach

  1. Systems to Ensure that the Execution of the Duties by Directors, etc., and Employees of the Company and Its Subsidiaries Is in Compliance with the Laws and Regulations and the Articles of Incorporation.
  2. Systems for Preserving and Managing Information Related to Directors’ Execution of Their Duties.
  3. Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries and Other Systems.
  4. Systems to Ensure that Directors, etc., of the Company and Its Subsidiaries Execute Their Duties Efficiently.
  5. Systems Concerning Reporting Matters Regarding Execution of Duties of Directors,etc., of Subsidiaries to the Company.
  6. Other Systems to Ensure Proper Business Behavior by the Company and Its Subsidiaries.
  7. Matters Regarding Employees Required by Audit & Supervisory Board Members to Assist Their Duties, and Matters Regarding the Independence of such Employees from the Board of Directors.
  8. Matters Concerning Ensuring the Effectiveness of Instructions to Employees who Assist the Audit & Supervisory Board Members.
  9. System for Directors, etc., and Employees of the Company and Its Subsidiaries to Report to the Company’s Audit & Supervisory Board Members.
  10. System for Ensuring that Persons Making Reports to Audit & Supervisory Board Members shall not be Treated Disadvantageously.
  11. Matters Regarding Policies Pertaining to Procedures for Advance Payments or Reimbursement of Expenses Arising in the Performance of Duties by Audit & Supervisory Board Members and Other Payment of Expenses and Liabilities Arising in the Performance of Said Duties .
  12. Other Systems to Ensure the Effectiveness of Audits Conducted by the Audit & Supervisory Board Members.

2. Elimination of Anti-Society Groups: Basic Approach and Status of Implementation

To meet the expectations of the Company’s various stakeholders and maximize corporate value, we have formulated the BANDAI NAMCO Group Compliance Charter, which provides standards for the Group’s activities.In regard to the rejection of anti-society groups, our approach is as follows: “We will maintain no ties with and will firmly reject any and all forces and groups that threaten the safety and order of society.”