Governance structure
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.
The Board of Directors resolved to oppose the 5 shareholder proposals. If the company’s director election proposals are approved, 4 of the 8 directors are expected to be independent outside directors.
| Item | Details |
|---|---|
| Number of directors | 9 directors, including 4 independent outside directors. Following approval of the company’s director election proposals at the next Annual General Meeting of Shareholders, 4 of the 8 directors are expected to be independent outside directors. |
| Number of independent officers | 4 (independent outside directors) |
| Committee | Voluntary Nomination and Compensation Committees. In both committees, the chair is an independent outside director and a majority of the members are independent outside directors. |
| Changes this time | The Board of Directors resolved to oppose the 5 shareholder proposals. If the company’s director election proposals are approved, 4 of the 8 directors are expected to be independent outside directors. |
Items this document does not state (4)
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 proposed Strategic Review Committee would overlap with the existing Board of Directors and business strategy reviews, raising concerns that it could delay decision-making. The proposed ¥107 billion acquisition of treasury shares would constrain funding for growth investments and distort the capital allocation plan. The proposed stock-based compensation would be excessive, and granting it to outside directors could compromise their independence. Requiring a majority of outside directors could limit the pool of candidates for directorships and hinder flexible consideration of the Board’s composition. It is more important to provide the information needed to exercise voting rights at an early stage than to change the record date for the General Meeting of Shareholders.