Komori
Governance1812KAJIMA CORPORATIONConstruction and Materials

Partial amendments to the Articles of Incorporation

At the annual general meeting of shareholders scheduled for 26 June 2026, the company will submit for approval amendments to the Articles of Incorporation to transition from a company with a board of company auditors to a company with an audit and supervisory committee. The amendments will also establish provisions for delegating authority from the Board of Directors to executive officers, allowing the Board of Directors to decide on certain dividend payments from retained earnings, and allowing the president to be selected from among the executive officers.

Worth reading
78Important
Scored from 2 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
14
Within [number] (upper limit for directors)
Wording
Definitive
How definitive the wording is.

Governance structure

Transition to a company with an audit and supervisory committee is planned
Number of directorsNo more than 14 directors, including no more than 5 directors who are audit and supervisory committee members
Committee1
Audit and Supervisory Committee. The proportion of outside committee members is not disclosed.
Changes this time

The company auditors and the board of company auditors will be abolished, and an Audit and Supervisory Committee will be established. The upper limit on the number of directors will be changed from 13 to 14, and the Articles of Incorporation will provide for no more than 5 directors who are audit and supervisory committee members. Directors will be elected separately as audit and supervisory committee members and other directors. The term of office will be 1 year for directors other than audit and supervisory committee members and 2 years for directors who are audit and supervisory committee members. The scope of candidates from whom the representative director and president may be selected will be expanded, important business execution decisions may be delegated to directors, and provisions concerning executive officers will be newly established. The Board of Directors will be permitted to decide on dividends from retained earnings and other matters.

Governance structure
ItemDetails
Corporate Governance StructureTransition to a company with an audit and supervisory committee is planned
Number of directorsNo more than 14 directors, including no more than 5 directors who are audit and supervisory committee members
CommitteeAudit and Supervisory Committee. The proportion of outside committee members is not disclosed.
Changes this timeThe company auditors and the board of company auditors will be abolished, and an Audit and Supervisory Committee will be established. The upper limit on the number of directors will be changed from 13 to 14, and the Articles of Incorporation will provide for no more than 5 directors who are audit and supervisory committee members. Directors will be elected separately as audit and supervisory committee members and other directors. The term of office will be 1 year for directors other than audit and supervisory committee members and 2 years for directors who are audit and supervisory committee members. The scope of candidates from whom the representative director and president may be selected will be expanded, important business execution decisions may be delegated to directors, and provisions concerning executive officers will be newly established. The Board of Directors will be permitted to decide on dividends from retained earnings and other matters.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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.

To accelerate decision-making and business execution through the delegation of authority, enhance discussions on management policies and strategies by the Board of Directors, strengthen the Board of Directors' supervisory function, further strengthen corporate governance, and enhance corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Partial amendments to the Articles of Incorporation | KAJIMA CORPORATION (1812) timely disclosure | Komori