Proper Handling of Takeover Responses by a Special Committee
First written in FY2017-Q1. 6 of 8 entries say "Restated". Latest entry: FY2019.
The whole theme swung hardest in 2025: 8 of 56 companies on the "Worse" side.
40 other companies' latest entry also says "Dropped".
- FY2019DroppedAnnual report
「At a meeting of the Board of Directors held on 25 April 2018, the Company resolved not to continue the policy for responding to large-scale purchases (the "Takeover Defense Measures") and abolished it upon expiration at the conclusion of the annual general meeting of shareholders held on 22 June 2018.」
After the Takeover Defense Measures were abolished, this filing does not describe the operation of respecting recommendations by the Special Committee and indicates that the former response framework using the Special Committee has not continued. - FY2018RestatedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The mechanism for preventing arbitrary decisions by the Special Committee and respecting its recommendations is restated in the body of the text. - FY2018-Q3RestatedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The mechanism for preventing arbitrary decisions by the Special Committee and respecting its recommendations is reconfirmed. - FY2018-Q1RestatedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The mechanism for preventing arbitrary decisions by the Special Committee and respecting its recommendations is reconfirmed. - FY2017RestatedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The mechanism for preventing arbitrary decisions by the Special Committee and respecting its recommendations is reconfirmed. - FY2017-Q3RestatedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The mechanism for preventing arbitrary decisions by the Special Committee and respecting its recommendations is restated. - FY2017-Q2RestatedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The mechanism for preventing arbitrary decisions by the Special Committee and respecting its recommendations is restated. - FY2017-Q1First statedAnnual report
「In addition, to operate properly the policy for responding to large-scale purchases and prevent arbitrary decisions by the Board of Directors, the Company's Board of Directors adopted regulations for the Special Committee and established the Special Committee. When taking defensive measures against a large-scale purchase, the Board of Directors will give the utmost respect to the Special Committee's recommendations. The measures are not intended to maintain the positions of the directors.」
The establishment of the Special Committee and respect for its recommendations are described as measures to prevent arbitrary decisions in responding to takeovers.