Governance structure
Company with an Audit and Supervisory CommitteeThis is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.
Following the conclusion of the Annual General Meeting of Shareholders, independent outside directors will constitute a majority of the Board of Directors, and the Chair of the Board of Directors and the Chair of the Nomination and Compensation Advisory Committee will be independent outside directors. The Company opposes the shareholder proposal to elect 1 outside director.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 11 directors, including 5 independent outside directors (following the conclusion of the Annual General Meeting of Shareholders, 6 of the 11 directors will be independent outside directors) |
| Number of independent officers | 5 (6 following the conclusion of the Annual General Meeting of Shareholders) |
| Committee | Nomination and Compensation Advisory Committee (independent outside directors constitute a majority; following the conclusion of the Annual General Meeting of Shareholders, the Chair will be an independent outside director) |
| Changes this time | Following the conclusion of the Annual General Meeting of Shareholders, independent outside directors will constitute a majority of the Board of Directors, and the Chair of the Board of Directors and the Chair of the Nomination and Compensation Advisory Committee will be independent outside directors. The Company opposes the shareholder proposal to elect 1 outside director. |
Items this document does not state (3)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The Company stated that it could not be sufficiently confident that the candidate would make a sustained contribution to enhancing corporate value and the effectiveness of governance; that the executive management of its consolidated subsidiaries already possesses sufficient knowledge of the construction industry; that electing the candidate would be inconsistent with its policy of selecting directors for a pure holding company based on management experience; that there is no compelling need for an additional appointment because 6 of the 11 directors will be independent outside directors; that many investors had called for stronger monitoring functions rather than strategic advice in a specific field; and that the Company could not strongly confirm the candidate's willingness to assume office.