Governance structure
Company with an Audit and Supervisory CommitteeWhen 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.
社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.
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 company does not hold strategic shareholdings in listed companies solely for the purpose of deepening business relationships. It holds 2 investment securities for purposes other than pure investment, and regularly reports the performance and future outlook of each holding to the board of directors and other bodies, while verifying the appropriateness of continuing to hold them.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
Items including the basic approach, diversity, information disclosure, sustainability, concurrent positions held by outside officers, remuneration policy, internal controls, IR activities and the governance structure have been updated. A comprehensive comparison of the specific changes is Not disclosed.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 8 independent officers / Of which, outside 6 |
| Number of independent officers | 6 |
| Committee | Audit and Supervisory Committee 3 outside members/4 (75%) / Nomination and Compensation Committee 6 outside directors/7 (approximately 85.7%) / Health Management Promotion Committee Percentage of outside committee members: Not disclosed |
| Policy on cross-shareholdings | The company does not hold strategic shareholdings in listed companies solely for the purpose of deepening business relationships. It holds 2 investment securities for purposes other than pure investment, and regularly reports the performance and future outlook of each holding to the board of directors and other bodies, while verifying the appropriateness of continuing to hold them. |
| Takeover defenses | Not adopted |
| Controlling shareholder | There is no controlling shareholder, excluding a parent company, and no parent company. オーセンティシティ株式会社 holds 37.44% and is the asset management company of the representative director, president and CEO, but it is not identified as a controlling shareholder in the filing. |
| Changes this time | Items including the basic approach, diversity, information disclosure, sustainability, concurrent positions held by outside officers, remuneration policy, internal controls, IR activities and the governance structure have been updated. A comprehensive comparison of the specific changes is Not disclosed. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To enhance the effectiveness and transparency of corporate governance, strengthen oversight functions and increase corporate value.