Fundamental Approach to Corporate Governance
As the "Leading Innovator in Global Entertainment", 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.
- Basic Philosophy on Corporate Governance160KB
- Initiatives Related to Japan’s Corporate Governance Code265KB
- Standards for the Independence of Outside Directors and Outside Audit & Supervisory Board Members15KB
Corporate Governance System
The Company is working to enhance the supervision of management. The board of directors includes 11 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 Audit & Supervisory Board comprises four statutory 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 Audit & Supervisory Board, 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.
* 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 / Puropose||Participants|
|Board of Directors||Monthly and otherwise as needed||Decisions/reports on matters stipulated by the Company Law. Resolutions, deliberations, and reports on matters related to the BANDAI NAMCO Group.||Directors, Audit & Supervisory Board members, other designated employees|
|Group Business Report Meeting||Quarterly||Sharnig of consolidated figures and other information related to domestic/overseas businesses.||Directors, Audit & Supervisory Board members, representative directors of overseas regional headquarters companies, other designated employees|
|Group Management Meeting||Quarterly and otherwise as needed||Deliberations regarding management issues and Mid-term plan of the BANDAI NAMCO Group.||Directors (excluding outside directors), other designated employees|
|Waigaya Meeting||Weekly||Weekly reports regarding the divisions for which BANDAI NAMCO Holdings's directors are responsible.||Directors (excluding outside directors), other designated employees|
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
- 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.
- Systems for Preserving and Managing Information Related to Directors’ Execution of Their Duties.
- Regulations Concerning Management for Risk of Loss of the Company and Its Subsidiaries and Other Systems.
- Systems to Ensure that Directors, etc., of the Company and Its Subsidiaries Execute Their Duties Efficiently.
- Systems Concerning Reporting Matters Regarding Execution of Duties of Directors,etc., of Subsidiaries to the Company.
- Other Systems to Ensure Proper Business Behavior by the Company and Its Subsidiaries.
- 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.
- Matters Concerning Ensuring the Effectiveness of Instructions to Employees who Assist the Audit & Supervisory Board Members.
- System for Directors, etc., and Employees of the Company and Its Subsidiaries to Report to the Company’s Audit & Supervisory Board Members.
- System for Ensuring that Persons Making Reports to Audit & Supervisory Board Members shall not be Treated Disadvantageously.
- 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.
- 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 aImplementation
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.”