Komori
Governance2982A.D.Works Group Co.,Ltd.Real Estate

Our Guidelines on the Corporate Governance Code (Policies and Initiatives)

The Company published its 2026 policy for addressing the Corporate Governance Code and set out its views and current status regarding the Board of Directors as a company with an Audit and Supervisory Committee, the CG Committee, executive compensation, cross-shareholdings and sustainability. For certain provisions of the Corporate Governance Code, the Company explains the differences from its current practices.

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Wording
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Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
The document states that the Representative Director, President and CEO is a major shareholder, but the name, voting rights ratio and whether the individual qualifies as a controlling shareholder are Not disclosed. Information on a parent company is Not disclosed.

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.

Committee2
CG Committee (comprising independent outside directors and the Representative DirectorPresident and CEO; a majority of the members are independent outside directors; the chair is an independent outside director); Sustainability Committee
Policy on cross-shareholdings

For cross-shareholdings arising in the course of promoting business alliances, capital alliances and M&A, the Company considers the purpose and means and makes a decision for each transaction. It clarifies the investment classification and expected benefits, verifies their rationality and appropriateness through its internal decision-making process, and reports all such holdings to the Board of Directors. The policy on reducing such holdings and 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

Adopted (large-scale purchase rules). Whether the measures will be renewed or abolished is Not disclosed.

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

Changes this time

The differences from the previous report are not explicitly stated. The document indicates that the Company plans to change its governance structure in the future in response to changes in its growth, capital structure and other factors.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
CommitteeCG Committee (comprising independent outside directors and the Representative Director, President and CEO; a majority of the members are independent outside directors; the chair is an independent outside director); Sustainability Committee (proportion of outside members: Not disclosed)
Policy on cross-shareholdingsFor cross-shareholdings arising in the course of promoting business alliances, capital alliances and M&A, the Company considers the purpose and means and makes a decision for each transaction. It clarifies the investment classification and expected benefits, verifies their rationality and appropriateness through its internal decision-making process, and reports all such holdings to the Board of Directors. The policy on reducing such holdings and the number and value of holdings are Not disclosed.
Takeover defensesAdopted (large-scale purchase rules). Whether the measures will be renewed or abolished is Not disclosed.
Controlling shareholderThe document states that the Representative Director, President and CEO is a major shareholder, but the name, voting rights ratio and whether the individual qualifies as a controlling shareholder are Not disclosed. Information on a parent company is Not disclosed.
Changes this timeThe differences from the previous report are not explicitly stated. The document indicates that the Company plans to change its governance structure in the future in response to changes in its growth, capital structure and other factors.
Items this document does not state (2)
Number of directorsNumber of independent officers

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 balance agile management decision-making suited to the Company's stage of growth, capital structure and business scale with effective oversight. The Company also aims to enhance corporate value, promote sound risk-taking and fulfill its accountability to shareholders and investors.

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.
Our Guidelines on the Corporate Governance Code (Policies and Initiatives) | A.D.Works Group Co.,Ltd. (2982) timely disclosure | Komori