Risks of Conflicts of Interest and Influence on Decision-Making Associated with Z Holdings Becoming the Parent Company
First written in FY2020-Q3. 3 of 7 entries say "Mitigated", first in FY2021. Latest entry: 2026-06-29.
1 other company's latest entry also says "Mitigated".
- 2026-06-29MitigatedGovernance
「With respect to securing independence from the parent company, it is clearly stipulated that there are no business restrictions imposed by the parent company and that the company can make its own management decisions; that the company’s management decisions are respected with respect to matters concerning employees, including employment, personnel and working conditions; and that directors with a special interest in a board resolution may not participate in the resolution. We therefore believe that a certain degree of independence from the parent company has been secured.」
The company specifically described its independence from the parent company, procedures for dealing with conflicted matters at board meetings, rules for maintaining the fairness of transactions with the parent group, and measures to protect minority shareholders. - FY2024-Q2RestatedAnnual report
「During the second quarter of the fiscal year, there were no material changes in the occurrence of major risks that management recognizes as potentially having a material impact on the financial position, operating results or cash flows of the consolidated companies, among the matters relating to the business conditions, financial position and other matters described in this quarterly report, or in the "Business and Other Risks" described in the annual securities report for the previous fiscal year.」
The Company explained that there had been no material change in the risk of conflicts of interest and influence over decision-making following Z Holdings' conversion into the parent company. - FY2022MitigatedAnnual report
「The Intercompany Transaction Review Committee is positioned as an advisory body to the Board of Directors and comprises all independent outside directors and independent outside audit & supervisory board members.」
To address conflicts-of-interest risks with the parent company group, the Company established the Intercompany Transaction Review Committee, comprising independent outside officers, and specified a framework for reviewing significant transactions in advance. - FY2022-Q2RestatedAnnual report
「During the second quarter of the fiscal year, there were no material changes in the occurrence of major risks that management recognizes as potentially having a material impact on the financial position, operating results or cash flows of the consolidated companies, among the matters relating to the business conditions, financial position and other matters described in this quarterly report, or in the "Business and Other Risks" described in the annual securities report for the previous fiscal year.」
The Company explained that there had been no material change in the risk of conflicts of interest and influence over decision-making following Z Holdings' conversion into the parent company. - FY2022-Q1RestatedAnnual report
「During the cumulative first-quarter consolidated period, there were no material changes in matters described in this quarterly report concerning the status of the business, financial information and other matters that could materially affect investors' decisions, or in the business and other risks described in the annual securities report for the previous fiscal year.」
The Company explained that there had been no material change in the risk of conflicts of interest and influence over decision-making following Z Holdings' conversion into the parent company. - FY2021MitigatedAnnual report
「To ensure fairness with due regard for the interests of minority shareholders, the Company has established the Rules for Maintaining Fairness in Transactions with the Parent Company Group and operates them in accordance with the rules governing transactions between the Company Group and the parent company group.」
As the parent company transitioned to Z Holdings Intermediate Corporation, the Company established and operated rules for maintaining fairness in transactions with the parent company group, thereby specifying measures to address conflicts-of-interest risks. - FY2020-Q3First statedAnnual report
「Z Holdings Corporation has the power to make decisions on and veto matters requiring approval at the Company's general meeting of shareholders by ordinary resolution, and has significant influence, including veto rights, over matters requiring a special resolution. However, the exercise of its voting rights may not necessarily align with the interests of the Company's other shareholders. As of the date of submission of this report, the representative director of Z Holdings Corporation also serves as a director of the Company and is therefore in a position to influence the Company's decision-making. Accordingly, the Company has established and will operate procedures under applicable laws and internal regulations, including excluding directors from voting on Board resolutions where they have a special interest. If these procedures and their operation fail to function effectively, a conflict of interest may arise between the Company and its directors, potentially harming the Company's interests.」
The Company disclosed the potential for misalignment with other shareholders and conflicts of interest as new risks in connection with Z Holdings becoming the parent company and the concurrent service of its representative director as a Company director. It also presented management measures, including exclusion from voting.