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.
社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.
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 progressively reducing its strategic shareholdings and, in principle, does not intend to hold such shares. However, it will hold them only where maintaining business relationships, creating business opportunities, or similar objectives are deemed to contribute to the enhancement of corporate value over the medium to long term. Each year, the Board of Directors verifies, for each individual holding, the necessity and rationale for continuing to hold it. No number of holdings or amount is disclosed.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted (and none planned)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
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 as of the previous filing, was delisted on 26 February 2026 and became a wholly owned subsidiary on 1 March 2026. The current listed affiliate is Laxus Technologies Inc. No other changes from the previous filing are disclosed.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 9 / Outside 5 |
| Number of independent officers | 5 |
| Committee | Name Nomination and Compensation Committee (voluntary) / Percentage of outside members 5/6 |
| Policy on cross-shareholdings | The company is progressively reducing its strategic shareholdings and, in principle, does not intend to hold such shares. However, it will hold them only where maintaining business relationships, creating business opportunities, or similar objectives are deemed to contribute to the enhancement of corporate value over the medium to long term. Each year, the Board of Directors verifies, for each individual holding, the necessity and rationale for continuing to hold it. No number of holdings or amount is disclosed. |
| Takeover defenses | Not adopted (and none planned) |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | 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 as of the previous filing, was delisted on 26 February 2026 and became a wholly owned subsidiary on 1 March 2026. The current listed affiliate is Laxus Technologies Inc. No other changes from the previous filing are disclosed. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The policy is to reduce cross-shareholdings except where maintaining business relationships, creating business opportunities, or similar objectives are deemed to contribute to the enhancement of corporate value over the medium to long term. With respect to listed affiliates, the company explains that maintaining independence, expanding growth opportunities, securing agility and flexibility in business operations, and making use of external discipline contribute to the enhancement of both companies’ corporate value over the medium to long term.