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Governance2484DEMAE-CAN CO.,LTDInformation and Communications, Services and Others

Notice Regarding the Transition to a Company with an Audit and Supervisory Committee and Executive Appointments Following the Transition

Subject to approval at the Annual General Meeting of Shareholders scheduled for 26 November 2026, the company will change from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Following the transition, the board structure will change to include directors who are Audit and Supervisory Committee members, and the corporate auditors are scheduled to retire.

Worth reading
84Important
Scored from 3 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

Scheduled transition to a Company with an Audit and Supervisory Committee (currently a Company with a Board of Corporate Auditors)
Number of directors12 planned after the transition (including 10 outside directors). Breakdown: 7 directors who are not Audit and Supervisory Committee members and 3 directors who are Audit and Supervisory Committee members. However, the table of candidates in the main text lists 7 directors who are not Audit and Supervisory Committee members and 3 Audit and Supervisory Committee members, for a total of 10; the total number is 10.
Number of independent officers4Number

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.

Committee2
Audit and Supervisory Committee: 3 outside members100%
Changes this time

The company plans to change from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. 3 directors who are Audit and Supervisory Committee members are scheduled to be appointed, and the 2 corporate auditors are scheduled to retire.

Governance structure
ItemDetails
Corporate Governance StructureScheduled transition to a Company with an Audit and Supervisory Committee (currently a Company with a Board of Corporate Auditors)
Number of directors12 planned after the transition (including 10 outside directors). Breakdown: 7 directors who are not Audit and Supervisory Committee members and 3 directors who are Audit and Supervisory Committee members. However, the table of candidates in the main text lists 7 directors who are not Audit and Supervisory Committee members and 3 Audit and Supervisory Committee members, for a total of 10; the total number is 10.
Number of independent officers4 planned after the transition (Hiroki Tomiyama (富山浩樹), Issei Mori (森一生), Yoshikazu Namekata (行方洋一), and Yuji Suzuki (鈴木裕司))
CommitteeAudit and Supervisory Committee: 3 outside members, 100%
Changes this timeThe company plans to change from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. 3 directors who are Audit and Supervisory Committee members are scheduled to be appointed, and the 2 corporate auditors are scheduled to retire.
Items this document does not state (3)
Policy 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 corporate governance by making Audit and Supervisory Committee members part of the Board of Directors, and to improve management efficiency through faster decision-making and more agile business execution enabled by the delegation of authority.

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 Regarding the Transition to a Company with an Audit and Supervisory Committee and Executive Appointments Following the Transition | DEMAE-CAN CO.,LTD (2484) timely disclosure | Komori