Komori
Governance2480System Location Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Transition to a Company with an Audit and Supervisory Committee and Partial Amendments to the Articles of Incorporation

Subject to approval at the general meeting of shareholders scheduled for 24 June 2026, the Company will change from a company with an Audit and Supervisory Board to a company with an Audit and Supervisory Committee. Accordingly, provisions concerning Audit & Supervisory Board Members and the Audit and Supervisory Board will be deleted, an Audit and Supervisory Committee will be established, and provisions will be added concerning the delegation to the Board of Directors of decisions on important business execution and the determination of dividends of surplus and other matters by the Board of Directors.

Worth reading
78Important
Scored from 2 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee (scheduled to change subject to approval at the ordinary general meeting of shareholders scheduled for 24 June 2026)
Number of directorsUp to 10 Executive Directors and other Directors, and up to 3 Directors who are Audit and Supervisory Committee Members (actual total and number of Outside Directors: not disclosed)
Committee1
An Audit and Supervisory Committee will be established. The proportion of Outside Committee Members is not disclosed. Information on the Nomination Committee and Compensation Committee is not disclosed.
Changes this time

The Company is scheduled to abolish the Audit and Supervisory Board and change to a company with an Audit and Supervisory Committee. Provisions concerning the Audit and Supervisory Committee and its members will be newly established, and provisions will be added to permit agreements limiting liability with Directors other than Executive Directors, to delegate decisions on important business execution by the Board of Directors, and to allow the Board of Directors to determine dividends of surplus and other matters.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (scheduled to change subject to approval at the ordinary general meeting of shareholders scheduled for 24 June 2026)
Number of directorsUp to 10 Executive Directors and other Directors, and up to 3 Directors who are Audit and Supervisory Committee Members (actual total and number of Outside Directors: not disclosed)
CommitteeAn Audit and Supervisory Committee will be established. The proportion of Outside Committee Members is not disclosed. Information on the Nomination Committee and Compensation Committee is not disclosed.
Changes this timeThe Company is scheduled to abolish the Audit and Supervisory Board and change to a company with an Audit and Supervisory Committee. Provisions concerning the Audit and Supervisory Committee and its members will be newly established, and provisions will be added to permit agreements limiting liability with Directors other than Executive Directors, to delegate decisions on important business execution by the Board of Directors, and to allow the Board of Directors to determine dividends of surplus and other matters.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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.

To strengthen the Board of Directors’ oversight function and further enhance corporate governance by appointing Directors who are Audit and Supervisory Committee Members and have voting rights, including multiple Outside Directors. To enable agreements limiting liability with Directors other than Executive Directors, so that individuals who remain useful as Directors can be recruited on an ongoing basis. To facilitate flexible capital and dividend policies.

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 Transition to a Company with an Audit and Supervisory Committee and Partial Amendments to the Articles of Incorporation | System Location Co.,Ltd. (2480) timely disclosure | Komori