Governance structure
Company with an Audit and Supervisory CommitteeWhen 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.
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.
The company is pursuing a gradual reduction in policy-held shares and, in principle, does not hold such shares. However, it may hold shares in other companies as a policy investment only when maintaining business relationships, creating business opportunities, or similar objectives are deemed to contribute to enhancing medium- to long-term corporate value. Each year, the Board of Directors verifies, for each individual stock, the necessity and rationale for continuing to hold it. Number and value of holdings not disclosed
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
None (none planned)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The report updates disclosures on policy-held shares, voluntary committees, incentives, director compensation, investor relations activities, stakeholder initiatives, and internal controls, among other matters. 株式会社ナルミヤ・インターナショナル, which was a listed subsidiary as of the previous filing, was delisted on 29 September 2025 and became a wholly owned subsidiary on 1 October 2025. 株式会社ライトオン, which was a listed affiliate, was delisted on 26 February 2026 and became a wholly owned subsidiary on 1 March 2026.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 9 directors in total, including 5 outside directors (15 under the Articles of Incorporation) |
| Number of independent officers | 5 |
| Committee | Voluntary nomination and compensation committee: 5 outside directors out of 6 members (83.3% outside directors). Audit & Supervisory Committee: 2 outside directors out of 3 members (66.7% outside directors) |
| Policy on cross-shareholdings | The company is pursuing a gradual reduction in policy-held shares and, in principle, does not hold such shares. However, it may hold shares in other companies as a policy investment only when maintaining business relationships, creating business opportunities, or similar objectives are deemed to contribute to enhancing medium- to long-term corporate value. Each year, the Board of Directors verifies, for each individual stock, the necessity and rationale for continuing to hold it. Number and value of holdings not disclosed |
| Takeover defenses | None (none planned) |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | The report updates disclosures on policy-held shares, voluntary committees, incentives, director compensation, investor relations activities, stakeholder initiatives, and internal controls, among other matters. 株式会社ナルミヤ・インターナショナル, which was a listed subsidiary as of the previous filing, was delisted on 29 September 2025 and became a wholly owned subsidiary on 1 October 2025. 株式会社ライトオン, which was a listed affiliate, was delisted on 26 February 2026 and became a wholly owned subsidiary on 1 March 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Routine update of the Corporate Governance Report. The company is pursuing a gradual reduction in policy-held shares and, in principle, does not hold such shares. However, it may hold shares in other companies as a policy investment only when maintaining business relationships, creating business opportunities, or similar objectives are deemed to contribute to enhancing corporate value.