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Governance197ATAUNS Laboratories,Inc.Pharmaceuticals

Notice Regarding Partial Amendments to the Articles of Incorporation

The company will submit to the General Meeting of Shareholders a proposal to amend the Articles of Incorporation to change from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee, effective 25 September 2026. The amendments will also add and reorganize the company’s business purposes and introduce provisions allowing the Board of Directors to delegate decisions on important business execution to directors, among other changes.

Worth reading
69In focus
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Planned change to a company with an Audit and Supervisory Committee (currently a company with an Audit & Supervisory Board)
Number of directorsUnder the proposed amendments, up to 4 directors other than directors serving as Audit and Supervisory Committee members and up to 5 directors serving as Audit and Supervisory Committee members. The total limit is 9 directors.
Committee1
Audit and Supervisory Committee. The proportion of outside committee members is not disclosed.
Policy on cross-shareholdings

Investment in, holding and management of shares, corporate bonds and other securities will be included in the business purposes. Policy on cross-shareholdings: Not disclosed

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

Changes this time

Provisions concerning Audit & Supervisory Board members and the Audit & Supervisory Board will be deleted, and provisions concerning directors serving as Audit and Supervisory Committee members and the Audit and Supervisory Committee will be introduced. The limit on the number of directors will change from a uniform limit of 9 to up to 4 directors who are not Audit and Supervisory Committee members and up to 5 directors who are Audit and Supervisory Committee members. Business purposes will be added and reorganized, and a provision allowing decisions on important business execution to be delegated to directors will be introduced.

Governance structure
ItemDetails
Corporate Governance StructurePlanned change to a company with an Audit and Supervisory Committee (currently a company with an Audit & Supervisory Board)
Number of directorsUnder the proposed amendments, up to 4 directors other than directors serving as Audit and Supervisory Committee members and up to 5 directors serving as Audit and Supervisory Committee members. The total limit is 9 directors.
CommitteeAudit and Supervisory Committee. The proportion of outside committee members is not disclosed.
Policy on cross-shareholdingsInvestment in, holding and management of shares, corporate bonds and other securities will be included in the business purposes. Policy on cross-shareholdings: Not disclosed
Changes this timeProvisions concerning Audit & Supervisory Board members and the Audit & Supervisory Board will be deleted, and provisions concerning directors serving as Audit and Supervisory Committee members and the Audit and Supervisory Committee will be introduced. The limit on the number of directors will change from a uniform limit of 9 to up to 4 directors who are not Audit and Supervisory Committee members and up to 5 directors who are Audit and Supervisory Committee members. Business purposes will be added and reorganized, and a provision allowing decisions on important business execution to be delegated to directors will be introduced.
Items this document does not state (3)
Number of independent officersTakeover 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.

The company will add business purposes to accommodate business diversification and change to a company with an Audit and Supervisory Committee to strengthen its audit and oversight functions and accelerate decision-making.

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 Amendments to the Articles of Incorporation | TAUNS Laboratories,Inc. (197A) timely disclosure | Komori