Contents

Introduction

Management

Social (S)Environment (E)Governance (G)Recognition / Assurance

Corporate Governance | Risk Management | BCP / BCM | Strict Compliance | Information Security | Tax GovernanceCorporate Governance
Basic Approach

Corporate Governance Structure of TOPPAN Holdings Inc. (as of October 1, 2023)
Meeting of Shareholders

Approach

Reinforced corporate governance serves as an integral
foundation to achieve sustainable growth and medium-to-longterm increases in our corporate value. We have formulated a
Basic Policy on Corporate Governance to clarify our framework
for corporate governance and basic governance approach basedon a full understanding of the principles and aims of the
Corporate Governance Code established by the Tokyo Stock

Appointing or dismissing

Appointing or dismissing

Appointing or dismissing

TOPPAN Holdings Inc.
Oversight
Advisory Committee for
Nomination and Remuneration

Board of Directors

Reporting

Auditing

Audit &
Supervisory Board

Audit
Firm

Working
together

Exchange (TSE). The basic policy was partially revised in June
2023 to further enhance corporate governance within the
TOPPAN Group based on our efforts focused on diversity &inclusion and the SDGs.

Selecting or dismissing

Reporting

Reporting

Auditing

Auditing

Business Execution
President &Representative Director

We consolidate management under the Related Company
Administration Regulations prescribed for the advancement ofReportingManagement
Audit Office

fair management within the Group. We promote governanceaimed at maximizing the value of the entire Group through thisapproach.
More details on the Basic Policy on Corporate Governancehttps://www.holdings.toppan.com/library/english/ir/files/pdf/2023/corporate_
govermance_policy_en.pdf

Executive Officer
Committee

Management
Committee

Crisis Management
Committee

Investment & Legal
Review Council

Supervising and supporting

Sustainability Promotion Committee
TOPPAN Group ESG Management
Promotion Committee

ReportingOperating Companies
TOPPAN Inc.

TOPPAN Edge Inc.

133

TOPPAN Digital Inc.

Other TOPPAN Group
operating companies

Sustainability Report 2023

Contents

Introduction

Management

Social (S)Environment (E)Governance (G)Recognition / Assurance

Corporate Governance | Risk Management | BCP / BCM | Strict Compliance | Information Security | Tax Governance

Promotion Framework at Toppan Inc.
(as of June 29, 2023)
Promotion framework

The governance structure of Toppan Inc. employs an Audit &directors shall number no more than 15 and that resolutions forCommittee, a body made up of directors and several otherthe appointment of directors shall be adopted by a majority ofofficers nominated by the President & Representative Director.

the votes of attending shareholders who hold one-third or more

The committee makes certain decisions by prioritizingof the voting rights of the shareholders authorized to vote.

managerial efficiency in business decision-making. Twenty-

The Board of Directors comprises six internal directors andthree committee meetings were held in fiscal 2022.

Supervisory Board. As a body entrusted by shareholders, thethree independent external directors (as of June 29, 2023).

Board of Directors strives to achieve sustainable growth and a

Based on a resolution adopted by the Board on April 27, 2016,

medium-to-long-term increase in corporate value while making

the Company introduced an executive officer system to establish

important managerial decisions and overseeing the execution ofa flexible management framework that responds rapidly andToppan Inc. has five audit & supervisory board members,

directors’ duties.

precisely to shifts in the business environment. This system also

including three independent external members. Based on theaims to further clarify the authority and responsibilities ofaudit standards set by the Audit & Supervisory Board, audit &independent external members audits the execution of duties byofficers who execute duties. In addition to the executive officers

supervisory board members attend meetings of the Board of

directors from a position independent from management. An

concurrently serving as directors, another 35 executive officers

Directors, the Management Committee, the Investment & Legal

Advisory Committee for Nomination and Remuneration of

not serving as directors are now engaged.

Review Council, and other important meetings. They also attend

An Audit & Supervisory Board composed of a majority of

directors has also been set up to enhance the objectivity andOrdinary Board meetings are basically held monthly to

Audit & Supervisory Board and Board Members

executive and other business-division-based meetings. Theytransparency of personnel affairs and remuneration of directors.

make decisions in accordance with the Regulations of the Board

exchange opinions with representative directors, receive reports

The Company has adopted an executive officer system to clarifyof Directors, receive reports from directors, and supervise theirfrom directors and officers on the execution of their duties, view

the authority and responsibilities of those in charge of businessbusiness execution. Besides ordinary meetings, the Board holds

approval and other important documents, and request businessexecution.

extraordinary meetings as required when urgent matters arise.

reports from consolidated subsidiaries. Through audits

Eighteen Board meetings were held in fiscal 2022.

conducted mainly by those methods, the audit & supervisory

Management is consolidated under the Related Company
Administration Regulations prescribed for fair management

In fiscal 2022 the Board discussed various Groupboard members oversee and audit management.

within the Group. The Company promotes governance aimed atmanagement issues, priority issues in core businesses, andmaximizing the value of the entire Group.

matters related to important business execution. Two key topics

examine the execution of domestic and overseas businesses by

were the transition to a holding company structure planned forattending business-division executive meetings and visiting

formally adopted by the Board of Directors on November 26,

October 2023 and the New Medium Term Plan taking effectresearch facilities, plants, and sales offices to interview Group2015 clarifies the Company’s approach to reinforcing corporate

from fiscal 2023. To enhance commitment to sustainability, apersonnel. In fiscal 2022 they arranged a series of remote audits,

governance in ways that contribute to sustainable growth andseparately established Sustainability Promotion Committee

along with their routine site visits. Regular meetings of audit &medium-to-long-term enhancement of corporate value, based

discusses relevant issues while the Board makes resolutions onsupervisory boards from Group companies are also convenedon the principles and aims of the Tokyo Stock Exchange’s

key indicators for sustainability initiatives. The Board also

for the exchange of information and opinions on Group

Corporate Governance Code. The basic policy was partiallydeliberates resolutions on matters stipulated by laws andgovernance and the operational status of management, primarily

revised by the Board on June 22, 2023.

regulations and the Articles of Incorporation, receives reports

internal control.

The Basic Policy on Corporate Governance of Toppan Inc.

on legislative matters and the execution of important businesses,

Directors, Board of Directors, and Various Meetings
The Articles of Incorporation of Toppan Inc. stipulate that theand strictly supervises the execution of officers’ duties.
Especially important managerial matters to be presented to
the Board are deliberated beforehand by the Management

134

Full-time audit & supervisory board members, meanwhile,

Audit & supervisory board meetings are basically held
monthly and extraordinary meetings are held whenevernecessary. The Audit & Supervisory Board determines audit
plans and the division of audit duties, receives audit reports
Sustainability Report 2023

Contents

Introduction

Management

Social (S)Environment (E)Governance (G)Recognition / Assurance

Corporate Governance | Risk Management | BCP / BCM | Strict Compliance | Information Security | Tax Governancefrom board members, asks directors, executive officers, internal
auditors, and audit firms to report on the execution of theirduties, and requests explanations on reports as needed. Sixteen
board meetings were held in fiscal 2022.
The priority audit matters in fiscal 2022 are listed below.

Composition, Authority,
and Role of the Advisory Committee

personal histories of the candidates and the reasons for theirselection. Remuneration amounts for officers were also reviewed

Toppan Inc. established an Advisory Committee for Nomination

by referring primarily to performance evaluations of theand Remuneration of directors, pursuant to a resolution of thebusinesses they have overseen.

・Growth of focused businesses such as DX, SX, and BPO

Board of Directors on May 26, 2016. This committee seeks to

・Audits of subsidiaries and interviews with CEOs of overseas

further enhance the transparency and objectivity of decisions

subsidiaries

supervisory board members after June 2022 by reviewing

External Directors

and decision-making processes related to the nomination and・Progress of initiatives promoted by the TOPPAN Group ESG

remuneration of directors. The committee includes external

The appointment of external directors and audit & supervisory

Management Promotion Committee (progress confirmed bydirectors who meet the Independence Standards for Externalboard members with a high degree of independence from theattending the committee meetings)

Officers and who outnumber the total number of internal

Board of Directors is critical for sound governance. From this・Reports on internal control over financial reporting

directors and audit & supervisory board members serving beside

viewpoint, three external directors and three external audit &・Development and operation of a timely disclosure systemthem. As of June 29, 2023, the advisory committee consists ofsupervisory board members who are sufficiently independent

the following members.

from the Board are appointed. Toppan Inc. has confirmed that

Internal Audits

none of the external directors or audit & supervisory board
Shingo Kaneko

Chairman & Representative Director

members are major shareholders or stakeholders of the

Toppan Inc. has established a Management Audit OfficeHideharu Maro

President & Representative Director

Company, receive monetary amounts or other assets from theindependently from its business departments to enhance the

Yoshinobu Noma

Director (external)

Company apart from their remuneration as officers, or bear any

soundness of management. The office audits the management

Ryoko Toyama

Director (external)

responsibility for the execution of the operations of any of theand operations of operational sites and plants, including those of

Mieko Nakabayashi

Director (external)

Company’s major business partners.

consolidated subsidiaries.

Keiko Kakiuchi	Audit & Supervisory Board Member

Twenty-two personnel in the office engage in audits, as of(external)

March 31, 2023. In the management audits, they verify and

The Company clarified its standards for assessing theindependence of external directors and audit & supervisoryboard members by establishing a set of Independence Standards

evaluate the consistency of management processes with

The advisory committee deliberates on the Company’s drafts forfor External Officers through a resolution of the Board ofmanagement goals and confirm whether necessary-and-sufficientthe nomination and remuneration of directors, submits reports

Directors on November 26, 2015. The Company assesses

risk control is implemented. In the operation audits, they verify

to the President & Representative Director, and discusses theindependence based on these standards, in addition to theand evaluate the mechanisms for the prevention of misconduct

following matters.

standards of the Tokyo Stock Exchange (TSE). Details on theand for compliance with relevant laws, regulations, and in-house

1) The nomination and dismissal of directors

independence standards are available on the corporate website.

rules. They also confirm whether business operations are carried

2) Remuneration and the like for individual directors

The Company’s external directors (Yoshinobu Noma, Ryoko

out efficiently and accurately. Based on the operation audit

3) Basic policies, rules, standards, etc. necessary for the

Toyama, and Mieko Nakabayashi) and external audit &results, the office makes recommendations for improvement
whenever necessary. The results of the management andoperation audits are reported directly to representative directors,
the Board of Directors, the Audit & Supervisory Board, and therelevant directors in Group companies.

deliberation of 1) and 2)

supervisory board members (Keiko Kakiuchi, Haruo Kasama,4) Other matters the Board of Directors has asked it todeliberate

and Teruhiko Kawato) are independent officers pursuant to the
TSE standards.

The committee convened for meetings twice in fiscal 2022.
It discussed the composition of the directors and audit &135

A support system for external officers has also been
established. The external directors exchange information andSustainability Report 2023

Contents

Introduction

Management

Social (S)Environment (E)Governance (G)Recognition / Assurance

Corporate Governance | Risk Management | BCP / BCM | Strict Compliance | Information Security | Tax Governanceopinions with other directors, as required, while the president’s
office provides them with necessary information from both

Directors and Audit & Supervisory Board Members at Toppan Inc. (as of June 29, 2023)

inside and outside of the Company. The external audit &Directors: 9 (7 men, 2 women)

supervisory board members receive internal and external

Audit & supervisory board members: 5 (4 men, 1 woman)

information from other audit & supervisory board members anddedicated personnel working under them, as required, andshare information and exchange opinions with other members.

Name

Shingo Kaneko

Overall Balance of the Board of Directors
Toppan Inc. selects Board candidates who have experience andinsight as businesspeople, have expertise that enhances thecorporate value of the Group, and are able to fulfill theirfiduciary responsibilities to shareholders as directors. Diversity
factors such as their ages, genders, and nationalities are also

Hideharu Maro

director responsible for corporate management. A matrix listing
the skills of the respective directors is shown on the right.

Concurrent Executive Positions in Other Companies
The concurrent executive positions held in other listedcompanies by directors and audit & supervisory board members
are presented in business reports, reference documents forshareholder meetings, etc.

Chairman &Representative
Director

Attendance
No. ofExpertise / Experience
Independ- First Tenure at Board of Company
Shares Corporate Finance / Sales / Interna- Personnel Environ- Legal Affairs Digital / Manufac- Knowledge
Directors
in
Year*
ence
of Other/ Risk/ Labor mental /Manage- Accoun- MarkeHeld
Years* MeetingsIT
turingtionality
Companies
ting
ting
Relations Social Management
ment(Fiscal 2022) (thousands)

President &Representative
Director

2003

20

18/18

125

●

●

2009

14

18/18

73

●

●

●

●

Kazunori Sakai

Executive Vice
President &Representative
Director

2019

4

18/18

29

●

●

Masanori Saito

Director & Senior
Managing
Executive Officer

2023

−

Assumedoffice onJune 29,
2023

25

●

●

Takashi Kurobe

Director &Managing
Executive Officer

2018

5

18/18

17

●

Hideki Soeda

Director

2023−

Assumedoffice onJune 29,
2023

4

●

Yoshinobu Noma

Director (external)

2010

13

17/18

34

●

Ryoko Toyama

Director (external)

2016

7

18/18

−

●

Mieko Nakabayashi

Director (external)

2020

3

17/18

−

Masatoshi Hagiwara

Senior Audit &Supervisory Board
Member

2022

1

14/14

10

●

2019

4

18/18

6

●

2016

7

18/18

2018

5

2022

1

considered. The number of directors serving on the Board isnecessary and sufficient to form a structure that makes eachCurrent Position

Itaru Kubozono
Keiko Kakiuchi
Haruo Kasama
Teruhiko Kawato

Audit &
Supervisory Board
MemberAudit &
Supervisory Board
Member (external)

Audit &
Supervisory Board
Member (external)
Audit &
Supervisory Board
Member (external)

●

●

●
●

●

●

●

●

●

●
●

●

●

●

●
●

●

●
●

●

●

●

●

−

●

●

●

18/18

−

●

●

●

14/14

−

●

●

●
●

●

*As a director or an audit & supervisory board member

The composition of the Board of Directors and Audit &Average tenure in years

6

Supervisory Board of TOPPAN Holdings Inc. is the same as that

Percentage of female officers

21.43%of Toppan Inc. after the annual general meeting of shareholders

Average attendance rate

99.16%

held on June 29, 2023.
 ew Management Structure after the Transition to a Holding Company
N
Structure (in Japanese)
https://www.holdings.toppan.com/ja/news/2023/06/newsrelease230629_1.html

136

Sustainability Report 2023

Contents

Introduction

Management

Social (S)Environment (E)Governance (G)Recognition / Assurance

Corporate Governance | Risk Management | BCP / BCM | Strict Compliance | Information Security | Tax Governance

Remuneration Paid to Directors andAudit & Supervisory Board Members
at Toppan Inc. (as of June 29, 2023)

verified include the composition and operation of the Board andand expand their auditing functions by gathering information

the process of deliberating on corporate strategies. The survey

and visiting operational sites and participating in training

also checked the governance structure expected in the current

courses held by external organizations.

Please see the section covering corporate governance in thesustainability initiatives.

market environment and the involvement of the Board in

Succession Planningsecurities report (in Japanese) for details on the method used todetermine remunerations and other remuneration-related

2. Summary of evaluation results

Based on the management philosophy and management

information.

As a result of the analysis and evaluation, the Board of Directors

strategy, the Board of Directors judges that the selection of thewas judged to be functioning effectively. The positive rating was

President & Representative Director, executives, and othermainly based on the appropriate ratio of independent externalsenior managers and the strategies to be adopted for successor

directors participating in discussions and the readiness of thedevelopment are integral decisions for the sustainable growth ofBoard to address sustainability issues.

the Group and medium-to-long term enhancement of corporate

More details on the 177th securities report (in Japanese)
https://ssl4.eir-parts.net/doc/7911/yuho_pdf/S100R83D/00.pdf

Administration of the Board of
Directors at Toppan Inc.

The analysis, on the other hand, determined that theeffectiveness of the Board would need to improve in the lead-up

value. The Board has been implementing a succession plan withthe following objectives.

to the transition to a holding company structure planned for(as of June 29, 2023)

October 2023. The Board would have to deliberate on the roles

Objectives of succession planning:it should play during the transition period and design an・Maintaining and enhancing organizational competitiveness by

Evaluating the Effectiveness of the Board of Directors

effective method for selecting its agenda. Meanwhile, enhanced

systematically developing human assets assigned to importantmonitoring of the Groupwide risk management structure wasposts (posts requiring personnel with considerable experience

To ensure that the Board of Directors executes duties

confirmed to be an effective means to further globalize Groupappropriately and effectively, the Basic Policy on Corporate

operations towards sustainable growth.

Governance calls for an annual analysis and evaluation of theeffectiveness of the Board and the disclosure of a summary of

The Board strives to enhance the effectiveness of its
function based on these reviews.

results. Toppan Inc. surveyed, analyzed, and evaluated theeffectiveness of the Board in March 2023. A summary of theresults follows below. Starting from fiscal 2022, the Company
has been asking an external organization to design, analyze, andand abilities)
・Pooling leadership candidates to swiftly allocate human assets
who can address shifts in the business environment
・Promptly appointing successors when important posts arevacated due to unforeseen circumstancesTraining for Directors and Audit &Supervisory Board Members

・Enhancing the awareness of senior managers regarding thedevelopment of successors
・Formulating and implementing concrete succession plans inevaluate the questionnaire in order to secure objectivity in the

Toppan Inc. has systematically organized regular training foralignment with TSE’s Corporate Governance Code, andanalysis and evaluation.

directors on the approaches to be taken in addressing

integrating those plans with the Company’s initiatives tomanagerial issues. The directors hone their management skills

strengthen governance

1. Evaluation method

through frank dialogue. New director candidates also receive

The Company surveyed and received responses from all nine

training focused on managerial issues, financial knowledge, theThrough these initiatives, we will work to achieve sustainabledirectors and five audit & supervisory board members to verify

legal responsibilities of directors, and related rules andcorporate growth and management stability.

issues that are deemed to be significant to the Board of Directors

regulations. Audit & supervisory board members, meanwhile,in its work to fulfill its roles and responsibilities. The issues

are working to understand the characteristics of the business

137

Sustainability Report 2023