Corporate Governance

Corporate Governance

Our Approach

The TOHO Group upholds the spirit passed down from our founder, Ichizo Kobayashi, whose words still resonate today. He championed our mission "to widely provide inspiring entertainment to the general public" and reminded us that "Whatever joy we know, we owe to the happiness of our audiences." Guided by this legacy, we have established our Group Slogan: "Moments for Life." Our Group Purpose is to "create moments that move hearts and enrich lives," and our Group values are embodied in our motto: to always act with vivacity, modesty, fairness, and grace. Based on these principles, the TOHO Group remains committed to earning the continued trust of all our stakeholders. To this end, we position the enhancement of corporate governance as one of our material issues, striving to ensure rapid and proper decision-making by the Board of Directors and to strengthen oversight and auditing functions through our independent outside directors, thereby securing management transparency and fairness. In addition, we have established the TOHO Charter, the TOHO Group Code of Conduct, the Sustainability Policy, and the TOHO Group Human Rights Policy, which are thoroughly communicated to all Group employees. We also work to build a robust internal control system and risk management framework across the Group, with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term.

Strengthening Group Governance

To enhance governance across the Group, we have established the Group Management Policy, which sets forth the fundamental rules of management. In line with the Group's overall management policies and strategies, this policy is designed to drive performance growth, improve efficiency, and enhance corporate value across the entire Group. It clarifies the division of authority in decision-making between headquarters and subsidiaries, ensuring a consistent and effective management framework.

Corporate Governance Structure

Effectiveness Evaluations

Since FY2017, the Company has undertaken annual evaluations of the effectiveness of its Board of Directors, with the objective of enhancing corporate value over the medium to long term. The results of these evaluations are summarized and disclosed through the Corporate Governance Report and other relevant channels. Furthermore, the Company analyzes the evaluation outcomes and implements initiatives to strengthen the effectiveness of the Board of Directors.

Initiatives to Strengthen Governance

The Company has established the following policy and criteria for cross-shareholdings (meaning listed stocks, excluding stocks of affiliated companies and pure investment stocks).

1. Policy on Holding Shares for Policy Purposes: We will hold shares for policy purposes when there is a business need, such as forming alliances, maintaining or strengthening business relationships, or when we determine that such holdings will contribute to enhancing the corporate value of the TOHO Group over the medium to long term. Based on the results of a review by the Board of Directors, we will work to reduce the number of shares through sale if it is not deemed necessary or reasonable to hold the shares.
2. Board Review: The Board of Directors reviews each cross-shareholding for policy purposes once a year, assessing its appropriateness and rationality.
3. Criteria for Exercising Voting Rights: In exercising voting rights associated with cross-shareholdings, we evaluate each proposal in terms of whether it will contribute to the corporate value of the TOHO Group, taking into account the content of the proposal, the performance of the issuing company, and its management policies. If there is concern that a proposal may harm the corporate value of the TOHO Group, we will engage in dialogue with the issuing company and respond appropriately.

For more information on our annual initiatives, please refer to the latest integrated report at the link below.