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The Tokyo Dome Group believes that the transparency, soundness and effectiveness of business realized through corporate governance is indispensable to sustainable growth in corporate value, and considers governance to be a central management issue. We believe that timely and accurate disclosure of information, along with maintaining transparency in corporate activity, is particularly important to building positive relationships with shareholders and all stakeholders, including guests, trading partners, the local community and employees.
Corporate Governance Structures and Features
• Management Structure
The Tokyo Dome Group has adopted the auditing system, with supervision of management centered on oversight of operations by the Board of Directors, along with auditing by the Board of Auditors. The Board of Directors, as of April 28, 2010 , consists of 9 directors (three of whom are external directors). The Board makes decisions regarding management policies and business operations, and supervises the conduct of business by directors and operating officers. A Management Committee has been established that consists of all regular members of the Board of Directors. This committee makes the necessary reports on the conduct of business by the President, based on the decisions regarding items that should be referred to the Board of Directors, and matters to be resolved by the Board of Directors.
TOKYO DOME CORPORATION introduced the operating officer system in April 2002 with the aim of providing for strategic and flexible decision-making and business implementation. Operating officers are appointed by the Board of Directors. They have responsibility as the operating officer for operations delegated by the President and CEO based on decisions of the Board of Directors, and conduct those operations. An Operating Officer Committee composed of all operating officers has also been established, which conveys the decisions of the Board of Directors and Management Committee, as well as ensures the smooth exchange of information, reporting and coordination regarding the conduct of operations by the President and CEO. To ensure that oversight of decision-making is rooted in actual situations and circumstances, supervision and operations are not completely separated. Regular members of the Board of Directors also act as operating officers in charge of the conduct of operations, as well as participate as part of the Board of Directors.
The Board of Auditors, as of April 28, 2010, consists of five corporate auditors (three of whom are external auditors). The Board receives reports, holds discussions and makes decisions regarding significant matters pertaining to auditing. Each of the auditors, in accordance with the auditing policies determined by the Board of Auditors and the responsibilities delegated to them, attend meetings of the Board of Directors and other significant meetings, make requests for reports on operations to directors and other managers, inspect records of decisions and other important documents, personally inspect major branch business offices, and assess the status of the Company’s business operations and finances. Corporate auditors also receive reports and explanations as necessary from accounting auditors regarding audits conducted, and provide additional clarifications on financial documents and supplementary materials.
• Enhancing Internal Communications
Since November 2005, TOKYO DOME CORPORATION has held regular meetings (called the “Communication Lounge”) to allow for exchange between management and employees. These meetings help to deepen mutual understanding of the work performed by both managers and employees, and foster a more open, highly transparent corporate culture.
Enhancing Internal Communications
THE TOKYO DOME GROUP’S CORPORATE GOVERNANCE STRUCTURE
(As of April 28, 2010)
