February 7, 2022 | |
To all related parties: | |
Name of the Company: | TOMY Company, Ltd. |
Name of the Representative: | Kazuhiro Kojima |
Representative Director, President & COO | |
(Code No. 7867; The First Section of the Tokyo Stock Exchange) | |
Further Inquiries: | Goshiro Ito |
Executive Officer |
Head of Corporate Administrations (TEL: 03-5654-1548)
Notice Regarding Appointment of Officers
At a meeting of its Board of Directors on February 7, 2022, TOMY Company, Ltd. passed a resolution regarding the appointment of officers as described below. Decisions on nominations for the positions of director and statutory auditor will become final upon approval by the 71th Ordinary General Meeting of Shareholders on June 22, 2022.
1. Purpose of Election of Candidates for Board Directors and Statutory Auditors
As part of its efforts to build an effective system of corporate governance, the Company is continuing to adopt a framework in which the majority of directors are independent outside directors, to enhance the independence of the Board of Directors and strengthen its supervisory functions. By nominating candidates for director, independent outside director and statutory auditor who boast extensive experience and knowledge of corporate management and specialized fields, the Company aims to improve sustainable corporate value, enhance management transparency and strengthen objectivity.
2. Candidates for Board Director
Name | Type of election | Current position |
Kantaro Tomiyama | Reelection | Representative Director, Chairman & CEO |
Kazuhiro Kojima | Reelection | Representative Director, President & COO |
Akio Tomiyama | Reelection | Board Director, Senior Executive Officer |
Chief Head of Business Headquarters | ||
Hiroyuki Usami | New election (part-time) | Representative Director, President of T-ARTS |
Company, Ltd. | ||
Mariko Mimura | Reelection | Board Director (outside) |
Fumitoshi Sato | Reelection | Board Director (outside) |
Shinichi Tonomura | Reelection | Board Director (outside) |
Miwako Iyoku | Reelection | Board Director (outside) |
Reiko Yasue | Reelection | Board Director (outside) |
3. Career summary of New Candidates for Board Director
Name (Date of birth) | Career summary | |||
Hiroyuki Usami | April 1986: | TOMY Co., Ltd. (currently TOMY Company, Ltd.) | ||
(September 27, 1963) | March 2003: | U-MATE CO., LTD. (currently T-ARTS Company, Ltd.) | ||
June 2003: | U-MATE CO., LTD. / Board Director | |||
January 2009: | T-ARTS Company, Ltd. (amalgamation) | |||
June 2010: | T-ARTS Company, Ltd. / Board Director, Deputy Head of | |||
Gacha & Candy Toy Business | ||||
June 2012: | T-ARTS Company, Ltd. / Managing Director, Head of Gacha & | |||
Candy Toy Business | ||||
June 2013: | T-ARTS Company, Ltd. / Senior Managing Director | |||
June 2014: | T-ARTS Company, Ltd. / Representative Director, President | |||
(present post) | ||||
4. Candidates for Statutory Auditor | ||||
Name | Type of election | Current position | ||
Hajime Matsuki | Reelection | Audit & Supervisory Board Member | ||
Koichiro Watanabe | Reelection | Audit & Supervisory Board Member (outside) | ||
Yuji Yamaguchi | New election | Director, RFP Tax & Accounting Office | ||
Michihiro Nishi | New election | Partner of Clifford Chance Law Office (Clifford | ||
Chance (Tokyo)) | ||||
5. Brief Curricula Vitae of New Candidates for Statutory Auditor | ||||
Name (Date of birth) | Career summary | |||
Yuji Yamaguchi | September 2001: | Arthur Andersen LLP tax office | ||
(April 3, 1978) | July 2002: | Asahi KPMG Tax Corporation | ||
January 2004: | KPMG Tax Corporation | |||
April 2004: | Registered as a Certified tax accountant | |||
September 2011: | Seconded to KPMG China (Shanghai Office) | |||
October 2017: | KPMG Tax Corporation / Partner | |||
December 2021: | Resigned from KPMG Tax Corporation | |||
January 2022: | Established RFP Tax Accounting Office / Representative | |||
(present post) | ||||
Michihiro Nishi | October 2005: | Daini Tokyo Bar Association / Registered Lawyer | ||
(July 22, 1980) | October 2005: | Mori Hamada & Matsumoto | ||
April 2008: | Skadden Arps Law Office (Tokyo) | |||
September 2011: | Skadden, Arps, Slate, Meagher & Flom LLP (Palo Alto) | |||
January 2012: | Registered as a New York State Attorney | |||
April 2012: | Skadden Arps Law Office (Tokyo) | |||
April 2016: | Faculty of Law, Keio University / Part-time Lecturer (present | |||
post) | ||||
March 2020: Clifford Chance (gaikokuho kyodo jigyo) / Partner (present post)
6. Reason for Nomination of New Candidates for Outside Auditor
To support its system of appointing three outside auditors, the Company has decided to nominate two new candidates for the position of outside auditor.
Yuji Yamaguchi has spent his entire career in the employ of major international accounting firms. During that time, Mr. Yamaguchi has provided tax accounting services to companies in a wide range of fields and, as a member of an auditing team, supported account audits at companies in a wide array of industries. Thanks to his extensive experience working at offices overseas, Mr. Yamaguchi brings to the table a thorough familiarity with and rich knowledge of overseas operations. In view of this background, the Company judges Mr. Yamaguchi to be fully capable of fulfilling the duties of supervising the execution of the Company's affairs and so is pleased to nominate him as a candidate for statutory auditor.
As a lawyer, Michihiro Nishi is thoroughly versed in corporate law, including laws governing mergers and acquisitions (M&A) and corporate governance, and possesses a great deal of specialized knowledge. As a lawyer at major law offices in Japan, the United Kingdom and the United States, Mr. Nishi has performed a wide variety of duties, amassing extensive experience. He also possesses an impressive body of knowledge on international commerce and overseas business operation. For all of these reasons, the Company judges that Mr. Nishi fully capable of fulfilling auditing and other duties in the execution of the Company's affairs and so is pleased to nominate him as a candidate for statutory auditor.
Both Mr. Yamaguchi and Mr. Nishi fulfill the requirements for independent officers based on the stipulations of the Tokyo Stock Exchange (TSE). As such, if the nominations of these two gentlemen are approved, the Company will notify the TSE of their appointments as independent officers.
7.Resignation of Board Directors and Audit & Supervisory Board Members (on June 22, 2022)
Name | New position | Current position | |
Takashi Konosu | Special Management Adviser | Board Director, | |
Executive Vice President | |||
Hiroya Kutsuzawa | Special Management Adviser | Senior Managing Director & CFO | |
Shigeyuki Mito | Resignation | Board Director (outside) | |
Tsunekazu Umeda | Resignation | Audit & Supervisory Board Member | |
(outside) | |||
Toshi Yoshinari | Resignation | Audit & Supervisory Board Member | |
(outside) | |||
8.Changes in Board Directors (on April 1, 2022) | |||
Name | New position | Current position | |
Akio Tomiyama | Managing Director | Board Director, | |
Chief Head of Business Headquarters | Senior Executive Officer | ||
& Head of Global Business | Chief Head of Business Headquarters | ||
& Head of Global Business | |||
9. Changes in Executive Officers (on April 1, 2022)
Name | New position | Current position |
Goshiro Ito | Executive Officer, CFO | Executive Officer |
Head of Corporate Administrations | Head of Corporate Administrations | |
& Senior General Manager, Accounting | & Senior General Manager, Accounting | |
& Finance Division | & Finance Division | |
End of notice |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
TOMY Company Ltd. published this content on 07 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2022 08:17:02 UTC.