Protection of Minority Shareholders in Transactions with the Controlling Shareholder
First written in FY2018. 1 of 2 entries say "Restated". Latest entry: FY2026.
47 other companies' latest entry also says "Restated".
- FY2026RestatedAnnual report
「When deciding whether to enter into transactions or other dealings with the controlling shareholder, we appropriately address the matter so that the transaction does not impair the rights of minority shareholders by having the Board of Directors thoroughly deliberate on the details and terms of the transaction before deciding whether to proceed.」
The disclosure reconfirms the protection of minority shareholders through Board deliberation and oversight by Outside Directors and Outside Audit & Supervisory Board Members in transactions with the controlling shareholder. - FY2018First statedAnnual report
「The Company’s Representative Director and President, Shimizu Tsuyoshi (清水剛), is a controlling shareholder. If a transaction arises with this controlling shareholder, it is the Company’s basic policy to apply terms and conditions appropriate for an ordinary transaction. After deliberation on the appropriateness of the transaction’s details and terms by the Board of Directors, which includes 4 Directors serving as Audit and Supervisory Committee Members, the transaction will be decided by a Board resolution regardless of the transaction amount, and the Company will work to protect minority shareholders.」
For transactions with the controlling shareholder, the disclosure specifies the application of ordinary transaction terms, deliberation by the Board of Directors with the participation of 4 Audit and Supervisory Committee Members, and decision-making by Board resolution.