Governance structure
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.
Two shareholders submitted 4 shareholder proposals, and the Board of Directors resolved to oppose all of them. No changes to the company's own corporate governance structure, committee composition or other matters are described.
| Item | Details |
|---|---|
| Number of directors | 12 (including 4 outside directors) |
| Number of independent officers | 4 |
| Committee | Nomination and Compensation Committee (a majority of the members are independent outside directors) |
| Changes this time | Two shareholders submitted 4 shareholder proposals, and the Board of Directors resolved to oppose all of them. No changes to the company's own corporate governance structure, committee composition or other matters are described. |
Items this document does not state (4)
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 explained that, under its current medium-term management plan, it must balance dividends and share repurchases with future investment and the maintenance of its financial base, and that an additional large-scale share repurchase could impair its investment capacity and financial soundness. The company cited the risk that the equity compensation plan would constitute excessive incentive compensation and diverge from the purpose of the current plan, that making outside directors a majority would rigidly constrain the range of director candidates, and that changing the record date would create practical issues, including the dividend record date and increased administrative workload.