Independence from the Parent Company and Protection of Minority Shareholders
First written in FY2016. 2 of 5 entries say "Restated". Latest entry: FY2022.
0 other companies' latest entry also says "Advanced".
- FY2022AdvancedAnnual report
「When our group conducts transactions with the parent company or other companies in its corporate group, we carefully examine and execute the appropriateness of the transaction terms, including when initiating new transactions and continuing existing transactions, by comparing them with the terms of transactions with other third parties, from the perspective of protecting minority shareholders. Specifically, we regularly conduct comprehensive comparisons with transaction terms offered by third parties and report to the Board of Directors, which includes Outside Directors independent of the parent company and other related parties, that the terms are appropriate. Important transactions and actions involving potential conflicts of interest between the controlling shareholder and minority shareholders are reviewed and considered by a special committee composed of independent persons, including Independent Outside Directors, before the committee submits its recommendation to the Board of Directors for a decision.」
In addition to comparing transaction terms with third parties and reporting to the Board of Directors, the company specified a special committee centered on Independent Outside Directors to review transactions involving conflicts of interest. - FY2021ReframedAnnual report
「When conducting business activities, we are required to give prior notice to our parent company, GMO Internet, Inc., only for matters classified as important resolutions. However, we independently make decisions and conduct all operations, including sales activities in each business.」
The company has provided more detail on its independence from the parent company, limiting prior notice to important resolutions while independently making decisions on sales activities and other operations in each business. - FY2019RestatedAnnual report
「There are no particular business restrictions imposed by the parent company, and we have secured independence from the parent company in management. In developing our group’s business, we do not act based on instructions or approvals from the parent company or other related parties. Instead, we make and implement decisions independently under the judgment of management centered on Independent Directors and other officers who have no foreseeable conflicts of interest with general shareholders, as well as dedicated officers who constitute a majority.」
The company continues to explain its independent decision-making from the parent company and management centered on Independent Directors and dedicated officers. - FY2018RestatedAnnual report
「There are no particular business restrictions imposed by the parent company, and we have secured independence from the parent company in management. In developing our group’s business, we do not act based on instructions or approvals from the parent company or other related parties. Instead, we make and implement decisions independently under the judgment of management centered on Independent Directors and other officers who have no foreseeable conflicts of interest with general shareholders, as well as dedicated officers who constitute a majority.」
The company continues to explain its independent decision-making from the parent company and its policy of considering transaction terms with a focus on protecting minority shareholders. - FY2016First statedAnnual report
「In developing our group’s business, we do not act based on instructions or approvals from the parent company or other related parties. Instead, we make and implement decisions independently under the judgment of management centered on Independent Directors and other officers who have no foreseeable conflicts of interest with general shareholders, as well as dedicated officers who constitute a majority.」
The company explains its policy of protecting minority shareholders through independent decision-making and comparisons of transaction terms with those of third parties, while remaining under the influence of the parent company.