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Governance2327NS Solutions CorporationInformation and Communications, Services and Others

Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal

The Board of Directors resolved to oppose both the shareholder proposal to amend the Articles of Incorporation to prohibit funds from being deposited with the parent company and the proposal to amend the Articles of Incorporation to require disclosure concerning the provision of funds to the parent company.

Worth reading
70In 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
Definitive
How definitive the wording is.

Governance structure

Controlling shareholder
NIPPON STEEL CORPORATION

parent company). Voting rights ratio: Not disclosed

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 directors6 independent outside directors and 5 other directors (11 in total, including 6 outside directors)
Committee1
Parent Company Transactions and Other Matters Review Committee
Percentage of outside members consisting entirely of the independent outside directors; outside members account for 100%
Changes this time

The Board of Directors resolved to oppose all of the shareholder proposals.

Governance structure
ItemDetails
Number of directors6 independent outside directors and 5 other directors (11 in total, including 6 outside directors)
CommitteeParent Company Transactions and Other Matters Review Committee (consisting entirely of the independent outside directors; outside members account for 100%)
Controlling shareholderNIPPON STEEL CORPORATION (parent company). Voting rights ratio: Not disclosed
Changes this timeThe Board of Directors resolved to oppose all of the shareholder proposals.
Items this document does not state (4)
Corporate Governance StructureNumber of independent officersPolicy on cross-shareholdingsTakeover defenses

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 explains that placing funds with the parent company's cash management system (CMS) is temporary cash management pending growth investments and other uses, and is advantageous in terms of liquidity, safety and interest income. The Company also cites as reasons for opposing the proposals that the matter is deliberated by the Parent Company Transactions and Other Matters Review Committee, which consists entirely of the independent outside directors, and approved by the Board of Directors, and that fixing the methods of cash management and disclosure in the Articles of Incorporation could constrain flexible management decisions.

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 the Board of Directors’ Opinion on the Shareholder Proposal | NS Solutions Corporation (2327) timely disclosure | Komori