Komori
Governance3909Showcase Inc.Information and Communications, Services and Others

Matters Concerning Controlling Shareholders

Disclosed the voting rights ownership ratio of the parent company, AIフュージョンキャピタルグループ株式会社, as well as transactions with the parent company, concurrent positions held by officers and directors, and measures to protect minority shareholders. The disclosure also outlines the special committee’s framework for managing conflicts of interest and deliberating related-party transactions.

Worth reading
56In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
51.02
Voting rights ownership ratio (%)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
AIフュージョンキャピタルグループ株式会社51.02%Voting rights

parent company; voting rights ownership ratio: 51.02%

When 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.

Committee1
Special committee (composed of independent outside officers); outside members: 100%. Nomination and Compensation Committee: 非開示
Changes this time

The company established a special committee on 27 March 2025 and disclosed information on transactions with the parent company, concurrent positions held by officers and directors, and related matters. Other changes from the previous disclosure: Not disclosed

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
CommitteeSpecial committee (composed of independent outside officers); outside members: 100%. Nomination and Compensation Committee: Not disclosed
Controlling shareholderAIフュージョンキャピタルグループ株式会社 (parent company; voting rights ownership ratio: 51.02%)
Changes this timeThe company established a special committee on 27 March 2025 and disclosed information on transactions with the parent company, concurrent positions held by officers and directors, and related matters. Other changes from the previous disclosure: Not disclosed
Items this document does not state (4)
Number of directorsNumber of independent officersPolicy on cross-shareholdingsTakeover defenses

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To create business synergies and enhance corporate value through collaboration with the parent company group, while protecting minority shareholders’ interests and strengthening corporate governance by establishing a special committee to deliberate and examine the risk of conflicts of interest with the controlling shareholder.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Matters Concerning Controlling Shareholders | Showcase Inc. (3909) timely disclosure | Komori