Komori
Governance2130Members Co.,Ltd.Information and Communications, Services and Others

Notice Concerning Partial Revisions to the Basic Policy on Corporate Governance

The policy now expressly states that, in addition to all Audit and Supervisory Committee members, non-executive directors or outside directors may participate in the voluntary Nomination and Compensation Committee. It also adds non-executive directors as a director classification and excludes them from performance-linked compensation.

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Governance structure

Company with an Audit and Supervisory Committee
Number of directorsNo more than 8 directors in total, of whom more than half are outside directors
Number of independent officers2Number

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.

Committee4
Voluntary Nomination and Compensation CommitteeGroup Management MeetingRisk and Compliance CommitteeSustainability Promotion Committee
Policy on cross-shareholdings

As a general rule, the Company does not hold shares of other listed companies. Where such holdings are deemed to contribute to the Company's medium- to long-term development, the Company verifies the rationale for holding them and determines whether to retain them. Number of holdings and amount: not disclosed

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

Takeover defenses

Not adopted

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

Changes this time

The policy now expressly states that non-executive directors or outside directors may participate in the voluntary Nomination and Compensation Committee, and adds non-executive directors as a director classification. Non-executive directors are excluded from performance-linked compensation.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directorsNo more than 8 directors in total, of whom more than half are outside directors
Number of independent officers2 or more people
CommitteeVoluntary Nomination and Compensation Committee (percentage of outside members: not disclosed), Group Management Meeting, Risk and Compliance Committee, Sustainability Promotion Committee
Policy on cross-shareholdingsAs a general rule, the Company does not hold shares of other listed companies. Where such holdings are deemed to contribute to the Company's medium- to long-term development, the Company verifies the rationale for holding them and determines whether to retain them. Number of holdings and amount: not disclosed
Takeover defensesNot adopted
Changes this timeThe policy now expressly states that non-executive directors or outside directors may participate in the voluntary Nomination and Compensation Committee, and adds non-executive directors as a director classification. Non-executive directors are excluded from performance-linked compensation.
Items this document does not state (1)
Controlling 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 ensure the objectivity of the supervisory function.

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 Concerning Partial Revisions to the Basic Policy on Corporate Governance | Members Co.,Ltd. (2130) timely disclosure | Komori