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Governance2148ITmedia Inc.Information and Communications, Services and Others

Matters Concerning Controlling Shareholders

The disclosure covers the controlling relationship with SBG Group as the parent company and the operation of committees established to protect minority shareholders and ensure independence. The body of the disclosure does not explicitly state any changes from the previous disclosure.

Worth reading
69In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
53.3
Voting rights ownership ratio (%)
Wording
Definitive
How definitive the wording is.

Governance structure

Controlling shareholder
SoftBank Group Corp.53.30%Voting rights

parent company; 53.3% on an aggregated basis). In addition, ソフトバンクグループジャパン株式会社, ソフトバンク株式会社, RBJ株式会社 and SBメディアホールディングス株式会社 are also parent companies, each with a voting rights ownership ratio of 53.3% (SBMH holds 53.3% directly

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 directors9 directors in total, including 5 outside directors
Committee2
Nomination and Compensation Committee (3 of 5 members are outside directors; outside director ratio: 60%)Governance Committee (5 of 5 members are outside directors; outside director ratio: 100%)
Governance structure
ItemDetails
Number of directors9 directors in total, including 5 outside directors
CommitteeNomination and Compensation Committee (3 of 5 members are outside directors; outside director ratio: 60%), Governance Committee (5 of 5 members are outside directors; outside director ratio: 100%)
Controlling shareholderSoftBank Group Corp. (parent company; 53.3% on an aggregated basis). In addition, ソフトバンクグループジャパン株式会社, ソフトバンク株式会社, RBJ株式会社 and SBメディアホールディングス株式会社 are also parent companies, each with a voting rights ownership ratio of 53.3% (SBMH holds 53.3% directly)
Items this document does not state (5)
Corporate Governance StructureNumber of independent officersPolicy on cross-shareholdingsTakeover defensesChanges this time

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.

SBG holds 53.3% of the voting rights through its subsidiaries SBGJ, SB, RBJ and SBMH and is therefore the de facto parent company. Regarding the maintenance of independence, the disclosure cites the absence of matters requiring approval from SBG, the independent conduct of business, and the establishment of a Nomination and Compensation Committee and a Governance Committee.

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.
Matters Concerning Controlling Shareholders | ITmedia Inc. (2148) timely disclosure | Komori