Governance

With our mission “Fill the world with stories that bring people joy.”, we have continued to provide high-quality entertainment to the world including visual content since our foundation. The source of the Group’s corporate value is found both in its planning and production capabilities for creating a quality content and in its ability to develop multi-use approach that maximizes revenue. Our slogan from TOEI NEW WAVE 2033, the Toei Group’s Medium- to Long-Term Vision, is “To the World, To the Future — To be a company that colors the world and the future with the power of our stories —.” As we move forward under this slogan, we will work to achieve sustainable growth and increase our medium-to-long-term corporate value by actively developing businesses, including in related fields.
Going forward, we will continue working to improve our corporate governance with respect for the purport and spirit of the Corporate Governance Code, with the goals of achieving sustainable growth and improving our corporate value in the medium- to long-term as mentioned above.

The Company transitioned to a Company with an Audit and Supervisory Committee based on a resolution of the 99th Ordinary General Meeting of Shareholders held on June 29, 2022. Furthermore, the Company established a voluntary Nomination and Compensation Committee, which consists of a majority of Outside Directors and is chaired by an Outside Director, on January 1, 2023. The Company judges that these initiatives will strengthen the management supervisory function and will help increase the transparency and fairness of the Board of Directors and enhance corporate governance.

The Company's Board of Directors is composed of seven directors (including two outside directors) and four Audit and Supervisory Committee members (including three outside directors), and the Board of Directors makes prompt decisions regarding important matters related to management, in addition to matters stipulated by laws and regulations and the Articles of Incorporation. The Board of Directors makes decisions and supervises the execution of duties by Directors. In accordance with the "Board of Directors Regulations," the Board of Directors meets once a month in principle.

The Company has introduced a performance-linked stock compensation (hereinafter referred to as the "Stock Compensation") for Directors who are not Audit and Supervisory Committee Members (excluding Outside Directors), under which shares of the Company are delivered after retirement from office, in accordance with the standards of the Share Delivery Regulations, in principle. For Stock Compensation, predetermined fixed points and performance-linked points are granted at a certain time each year. The performance-linked points are calculated through multiplication by a performance-linked coefficient according to the degree of achievement of the Company's performance targets and other factors and therefore vary within the range of 0%-200%. Shares of the Company, etc. are delivered to Directors, etc. upon their retirement from office according to the cumulative number of fixed points and performance-linked points granted to them during their term of office. The indicators used for performance-linked points are non-consolidated operating profit and profit attributable to owners of parent, both of which are indicators of profitability, on the grounds that these are suitable indicators for the Company's business format, etc.

In order to manage risks within the Company and its subsidiaries, the Company has created Risk Management Regulations and established a Risk Management Committee, with the President & Chief Executive Officer as its chief officer. Based on the principle of action to ensure the continuity and stable development of our business through the implementation of risk management, we plan and implement education and training relating to risk management, and have established an emergency communication and reporting system and crisis management system.

To ensure compliance with laws and regulations and act in accordance with socially accepted common sense, we have established a Compliance Committee headed by the President & Chief Executive Officer, based on our Compliance Regulations, which stipulate basic provisions relating to compliance. In accordance with the basic principles of conduct set forth in the Toei Compliance Guidelines, the Compliance Committee plans and implements education and training relating to compliance, has established a whistleblowing hotline and provides consultations with whistleblowers, and reports to the President regarding violations of laws and regulations. We have also established a Compliance Office within the Legal Affairs Division to ensure thorough compliance throughout the Toei Group.

In order to strengthen the governance of the Toei Group, we have established regulations for the management and handling of affiliated companies. We have established a basic system for group business management with the aim of maintaining close mutual cooperation with affiliated companies, ensuring that their management is carried out smoothly, driving the comprehensive, integrated business development of the Company and its affiliates, and establishing appropriate internal controls as a group.

1. Validation of shareholdings and disclosure of policies on cross-shareholdings, including policies and approaches on reducing cross-shareholdings
The Company implements a cross-shareholding if, based on a comparison of the benefits of the cross-shareholding in terms of maintaining or strengthening business relationships in the medium and long term and the risks of the cross-shareholding, including financial impact, it judges that the cross-shareholding will help enhance the Group's corporate value in the medium and long term. Information such as the issuer's most recent operating results, financial position, dividends and stock price are reported to the Board of Directors on a regular basis and the appropriateness and economic rationale of the cross-shareholding is comprehensively verified. The Company will look to reduce and consider selling any cross-shareholding which, upon verification, is judged to be no longer justified.

2. Standards for the exercise of voting rights related to cross-shareholdings
In addition to contributing to the medium- to long-term enhancement of corporate value of both the Group and the share-issuing company, the Company will exercise its voting rights based on the circumstances leading to the decision to acquire the shares, and its relationship with the share-issuing company; provided, however, that if there is a risk that the proposal will damage the corporate value of the Group, the Company will engage in dialogue with the company concerned and exercise its voting rights appropriately.