Corporate Governance
Basic Policy
In accordance with Bandai Namco’s Purpose, “Fun for All into the Future,” the Company and the Group aim to work together with people around the world to continue creating a future for everyone where people and societies are connected with dreams, fun and inspiration. In order to realize “Bandai Namco’s Purpose,” the Company and the Group sufficiently understand the importance of various stakeholders related to the Company and have a basic management policy of maximizing the corporate value of the Company and its shareholders' common interests over the medium to long term. The Company believes that construction of a solid management foundation (corporate governance) is absolutely essential in order to emerge victoriously in the global competition of the fast-changing world of entertainment.
Basic Philosophy on Corporate Governance
Initiatives Related to Japan’s Corporate Governance Code
Corporate Governance System
Transition to a Company with an Audit & Supervisory Committee
Following a resolution at the 17th Ordinary General Meeting of Shareholders in June 2022, the Company transitioned from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee. As a result, while working to strengthen the corporate governance system, the Company is working to further enhance its corporate value by carrying out swifter decision-making and business execution through the delegation of partial authority related to business execution to the Full-Time Officers Committee.
Corporate Governance System
Board of Directors
Board of Directors System
The Company’s Board of Directors is comprised of executive directors, who execute agile business operations and have thorough knowledge of the Company’s businesses or company operations, etc., as well as outside directors and directors who are Audit & Supervisory Committee members, who possess advanced expertise, and are capable of providing management advice, and oversight with a wide range of viewpoints. The Company strives to ensure a good balance of both executive directors and outside directors in a way that balances knowledge, experience, and skills for fulfilling their roles and duties, with diversity and appropriate size.
Additionally, the president and representative director of each business management company responsible for each Unit, etc., holds concurrent positions within the Group, such as serving as a director of the Company. This contributes to strengthening the collaborative efforts between the holding company and the operating companies and between the operating companies and to facilitating speedier decision-making as a Group.
Main Top Management Meetings Attended by Directors (scheduled to be held in FY2022)
| Meeting Name | Schedule | Agenda / Purpose | Participants |
|---|---|---|---|
| Board of Directors | Monthly and otherwise as needed | Decisions/reports on matters stipulated by law, matters to be resolved in accordance with authority standards, reports on the status of business execution, reports regarding sustainability, crisis management, and compliance | Directors, other designated individuals |
| Independent Directors Committee | Annually | From a position independent of the Board of Directors, provision of evaluations, opinions, proposals, etc., regarding the effectiveness of the supervisory function over the Board of Directors, reflecting the perspectives of enhancing corporate governance and corporate value | Outside directors, secretariat (external, third-party specialist organization) |
| Personnel Committee | As appropriate | Personnel matters for Group officers, officer compensation, reporting of evaluations and opinions regarding human resources synergies | Outside directors (excluding those who are Audit & Supervisory Committee members), representatives from the Audit & Supervisory Committee, representative director |
| Group Sustainability Committee | Semiannually | Discussions and sharing of information related to the Group’s important sustainability strategies; consideration of matters to be resolved and matters to be reported at meetings of the Board of Directors as well as other deliberations; overall supervision of the Group Sustainability Subcommittee; overall supervision of progress with material issues for each Unit and affiliated business company | Full-time directors; presidents and representative directors of business management companies, etc.; other designated individuals |
| Full-Time Officers Committee | Twice per month | Decisions/reports on matters for which authority has been delegated from the Board of Directors; decisions/reports in accordance with authority standards; reports on the status of business execution | Full-time directors; presidents and representative directors of business management companies, etc.; other designated individuals |
| Waigaya Meeting | Weekly | Weekly reports regarding the departments for which directors are responsible, etc. | Directors (excluding those who are Audit & Supervisory Committee members and outside directors; and other designated individuals) |
| Group Business Report Meeting | 4 times per year | Group numerical reports, Unit reports and regional headquarters reports, risk information, other matters to be reported | Directors, representatives of regional management companies, and other designated individuals |
| Group Management Meeting | 9 times per year | Discussions about Group management issues and mid-term plans; deliberations regarding issues extending across Units; deliberations regarding other Group management issues and strategies; deliberations regarding Groupwide policies, medium- to long-term prospects, etc. | Full-time Directors (excluding those who are Audit & Supervisory Committee Members); Presidents and Representative Directors of business management companies, etc.; other designated individuals |
| Vision Meeting | Twice per year | Deliberations about what the Group aims to be and medium- to long-term targets; deliberations about addressing ongoing issues | Directors, other designated individuals |
Auditing and Supervision Functions
Directors who are Audit & Supervisory Committee members audit and supervise the Board of Directors. In addition, independent outside directors, based on their high levels of independence and specialized knowledge, fulfill their own role from an objective, neutral position. In this way, the Company has established a system that enables them to contribute to the bolstering of its corporate governance systems. Independent outside directors play an important role in the Company’s management decision-making, and the Company believes that their appointment is appropriate.
Management Oversight by Outside Directors
To complement the management oversight function, the Company has a basic policy that one-third or more of directors shall be outside directors, and that all of the outside directors shall be independent outside directors. As of June 2023, of the 14 directors on the Board of Directors, five meet the conditions for independent outside directors. They are working to strengthen the management oversight function. Through such means as attendance at meetings of the Board of Directors, they provide opinions from viewpoints that are independent of business execution, and from specialist viewpoints. These opinions are based on their extensive experience and wide-ranging knowledge. In these and other ways, they play an important role in the decision-making process.
Management Oversight by Audit & Supervisory Committee Members
Directors who are Audit & Supervisory Committee members audit and supervise the Board of Directors. As of June 2023, of the four directors who are Audit & Supervisory Committee members (including two who are full-time), three meet the conditions for independent, outside directors. They work together and monitor the Company’s internal control situation on a daily basis. Through such means as attendance at meetings of the Audit & Supervisory Committee and the Board of Directors, they provide opinions from viewpoints that are independent of business execution, and from specialist viewpoints. In these ways, they play an important role in the decision-making process.
Evaluations of Effectiveness of the Board of Directors
With the objectives of heightening the effectiveness of the Board of Directors and increasing corporate value, evaluations of the effectiveness of the Board of Directors are conducted periodically. Specifically, questionnaires of pre-determined evaluation items are prepared, and responses to these are obtained from all directors. Then, the Independent Directors Committee conducts analysis and verification, and provides their opinions to the Board of Directors. Based on these opinions, the Board shares the results of the evaluation of present circumstances as well as issues, and holds constructive discussions regarding future action plans.
Independent Directors Committee
To evaluate from an objective standpoint whether the Board of Directors is functioning appropriately, the Company has formed the Independent Directors Committee. This committee comprises just five independent outside directors, and its secretariat function has been established within a third-party specialist organization. This arrangement facilitates the maintenance of a more effective oversight function in the Board of Directors.
Personnel Committee
To complement the functions of the Board of Directors, the Company has established the Personnel Committee, a voluntary committee chaired by an independent outside director, in which outside directors constitute a majority of its members. It ensures the fairness and transparency of management through its advisory function related to the determination of director appointments and remuneration.
The Personnel Committee holds appropriate deliberations about the validity of systems for officer remuneration, including the basic policy for the Group’s officer remuneration system, the remuneration framework, the variable remuneration framework, etc. These deliberations are based on objective information related to officer remuneration (most recent system status, trends at other companies, etc.). The committee then submits a report to the Board of Directors. The Board of Directors accepts the report and makes the final decision on the details of the officer remuneration system. In addition, in the same way, the board of directors for each of the business management companies, etc., accepts the decision of the Company’s Board of Directors and makes the final decision on the details of the officer remuneration system for the business management company, etc.
In some cases, as deemed necessary, external remuneration consultants, etc., are requested to attend meetings of the Personnel Committee or provide information to the committee. This is intended to provide support for effective deliberations and consensus formation. Opinions, etc., as to appropriateness regarding the details of the report to the Board of Directors are not received.
Group Sustainability Committee
The Company has established the Group Sustainability Committee, which reports directly to the Board of Directors, in order to determine and execute sustainability activities integrated with business operations in a speedy manner. The committee, chaired by the President and Representative Director of Bandai Namco Holdings Inc., is made up of members including full-time directors of Bandai Namco Holdings and the presidents and representative directors of business management companies, along with persons designated by the chair. It works on the formulation of the Group’s medium- to long-term sustainability strategy and other measures.
Under this committee, the Company has established the Group Sustainability Subcommittee, which, among other activities, advances measures based on material issues, reviews and advances other activities based on the Sustainability Policy, as well as reports on the sustainability activities of each company, shares information, and reviews various issues.
