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Governance1929NITTOC CONSTRUCTION CO.,LTD.Construction and Materials

Notice Regarding Partial Revision of the Corporate Governance Basic Policy

By resolution of the Board of Directors, Article 10 (Corporate Creed and Management Philosophy) and Article 17 (Information Disclosure) of the Corporate Governance Basic Policy were revised. The specific additions and changes are shown with underlining in the attached document, but this notice does not provide a detailed comparison of the text before and after the revisions.

Worth reading
68In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
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Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Board
Controlling shareholder
The name of the controlling shareholder and voting rights ratio are Not disclosed. However, measures addressing conflicts of interest between the controlling shareholder and minority shareholders are described.

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Number of independent officers6Number

This 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.

Committee3
Voluntary Nomination and Compensation Committeechaired by an independent outside director and comprising 6 members. Outside members account for 5 of the 6 membersincluding Audit & Supervisory Board Members.
Policy on cross-shareholdings

The Company will hold shares for strategic purposes from a medium- to long-term perspective where it determines that doing so will contribute to business expansion, sustainable growth and enhanced corporate value. The aggregate acquisition cost of individual holdings will not exceed 3% of total assets. The Board of Directors will verify their economic rationality and necessity and decide whether to continue, increase, reduce or discontinue each holding.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not implemented. There are currently no plans to implement one.

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

Revision of Article 10 (Establishment of a corporate creed and management philosophy that form the foundation for enhancing corporate value over the medium to long term) and Article 17 (Enhancement of information disclosure)

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Board
Number of independent officers6 in total: 4 independent outside directors and 2 independent outside Audit & Supervisory Board Members
CommitteeVoluntary Nomination and Compensation Committee, chaired by an independent outside director and comprising 6 members. Outside members account for 5 of the 6 members, including Audit & Supervisory Board Members.
Policy on cross-shareholdingsThe Company will hold shares for strategic purposes from a medium- to long-term perspective where it determines that doing so will contribute to business expansion, sustainable growth and enhanced corporate value. The aggregate acquisition cost of individual holdings will not exceed 3% of total assets. The Board of Directors will verify their economic rationality and necessity and decide whether to continue, increase, reduce or discontinue each holding.
Takeover defensesNot implemented. There are currently no plans to implement one.
Controlling shareholderThe name of the controlling shareholder and voting rights ratio are Not disclosed. However, measures addressing conflicts of interest between the controlling shareholder and minority shareholders are described.
Changes this timeRevision of Article 10 (Establishment of a corporate creed and management philosophy that form the foundation for enhancing corporate value over the medium to long term) and Article 17 (Enhancement of information disclosure)
Items this document does not state (1)
Number of directors

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 establish a corporate creed and management philosophy that form the foundation for enhancing corporate value over the medium to long term, and to enhance information disclosure.

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.
Notice Regarding Partial Revision of the Corporate Governance Basic Policy | NITTOC CONSTRUCTION CO.,LTD. (1929) timely disclosure | Komori