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Governance291AReskill Corp.Information and Communications, Services and Others

Notice Regarding the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and Changes in Directors and Officers

Subject to approval at the general meeting of shareholders, the Company will change from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee. Accordingly, the Audit & Supervisory Board will be abolished and an Audit & Supervisory Committee will be established, 3 directors serving as Audit & Supervisory Committee members will be elected, and the Articles of Incorporation will be amended.

Worth reading
70In focus
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
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Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Committee (subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026)
Number of directorsUnder the proposed amendments, there will be no more than 7 directors who are not Audit & Supervisory Committee members and no more than 5 directors who are Audit & Supervisory Committee members. The candidates proposed this time comprise 1 director who is not an Audit & Supervisory Committee member and 3 directors who are Audit & Supervisory Committee members. Of these, 3 Audit & Supervisory Committee members are outside directors.
Committee2
Audit & Supervisory Committee. Based on the candidatesall 3 of the 3 members (100%) will be outside members. The Nominating Committee and Compensation Committee are not disclosed.
Changes this time

The Company will change from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee, delete provisions concerning Audit & Supervisory Board members and the Audit & Supervisory Board, and introduce provisions concerning Audit & Supervisory Committee members and the Audit & Supervisory Committee. The Company will nominate 3 candidates for director positions as Audit & Supervisory Committee members, and will introduce provisions enabling the Board of Directors to delegate authority to directors to make decisions on important business execution, as well as provisions concerning virtual-only general meetings of shareholders.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Committee (subject to approval at the annual general meeting of shareholders scheduled for 26 June 2026)
Number of directorsUnder the proposed amendments, there will be no more than 7 directors who are not Audit & Supervisory Committee members and no more than 5 directors who are Audit & Supervisory Committee members. The candidates proposed this time comprise 1 director who is not an Audit & Supervisory Committee member and 3 directors who are Audit & Supervisory Committee members. Of these, 3 Audit & Supervisory Committee members are outside directors.
CommitteeAudit & Supervisory Committee. Based on the candidates, all 3 of the 3 members (100%) will be outside members. The Nominating Committee and Compensation Committee are not disclosed.
Changes this timeThe Company will change from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee, delete provisions concerning Audit & Supervisory Board members and the Audit & Supervisory Board, and introduce provisions concerning Audit & Supervisory Committee members and the Audit & Supervisory Committee. The Company will nominate 3 candidates for director positions as Audit & Supervisory Committee members, and will introduce provisions enabling the Board of Directors to delegate authority to directors to make decisions on important business execution, as well as provisions concerning virtual-only general meetings of shareholders.
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’ audit and supervisory functions and enhance corporate governance and the fairness, transparency and efficiency of management through faster decision-making and 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, Partial Amendments to the Articles of Incorporation, and Changes in Directors and Officers | Reskill Corp. (291A) timely disclosure | Komori