Komori

Corporate Governance Report 13 December 2021

Reported on the governance structure as a Company with an Audit and Supervisory Committee and the company’s response to the Corporate Governance Code. No specific changes from the previous report are explicitly identified, but the report describes the company’s policy for addressing revised and newly added Code provisions.

Worth reading
53Recurring
Scored from 4 of 5 sections
Direction
Neutral
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
Controlling shareholder
No controlling shareholder

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Number of independent officers1Number

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.

Committee4
Audit and Supervisory Committee (3 outside directorsall Audit and Supervisory Committee members are outside directors). No advisory committeessuch as a Nominating Committee or Compensation Committeehave been established.
Policy on cross-shareholdings

The company holds shares deemed necessary to build good relationships with business partners and facilitate the smooth operation of its business. The Board of Directors verifies the purpose of holdings and their risks and returns, and will sell and reduce holdings that are not deemed reasonable. The number and value of holdings are not disclosed.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not adopted (the company does not currently plan to adopt one)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

No specific changes from the previous report are stated. The report notes that the company transitioned to a Company with an Audit and Supervisory Committee in November 2020 and describes its response to revised and newly added Code provisions.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of independent officers1
CommitteeAudit and Supervisory Committee (3 outside directors, all Audit and Supervisory Committee members are outside directors). No advisory committees, such as a Nominating Committee or Compensation Committee, have been established.
Policy on cross-shareholdingsThe company holds shares deemed necessary to build good relationships with business partners and facilitate the smooth operation of its business. The Board of Directors verifies the purpose of holdings and their risks and returns, and will sell and reduce holdings that are not deemed reasonable. The number and value of holdings are not disclosed.
Takeover defensesNot adopted (the company does not currently plan to adopt one)
Controlling shareholderNo controlling shareholder
Changes this timeNo specific changes from the previous report are stated. The report notes that the company transitioned to a Company with an Audit and Supervisory Committee in November 2020 and describes its response to revised and newly added Code provisions.
Items this document does not state (1)
Number of directors

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 ensure a high level of transparency, fairness and efficiency and maximize corporate value.

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.
Corporate Governance Report 13 December 2021 | AFC-HD AMS Life Science Co.,Ltd. (2927) timely disclosure | Komori