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Governance3967Eltes Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and Changes in Directors and Officers

Subject to approval at the General Meeting of Shareholders, the Company plans to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Following the transition, the Company is expected to have up to 7 directors excluding directors who are Audit and Supervisory Committee members, and up to 3 directors who are Audit and Supervisory Committee members, with outside directors expected to account for at least half of the board.

Worth reading
78Important
Scored from 2 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee (planned transition subject to approval at the Annual General Meeting of Shareholders scheduled for 28 May 2026; currently a company with a Board of Corporate Auditors)
Number of directorsUp to 7 directors excluding directors who are Audit and Supervisory Committee members, and up to 3 directors who are Audit and Supervisory Committee members. Based on the proposed candidates, the total will be 7, including 5 outside directors (excluding alternate candidates).
Committee2
Audit and Supervisory Committee. 2 of the 3 committee members are outside directors (based on the proposed candidatesapproximately 66.7%).
Changes this time

The Company plans to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted, and provisions concerning the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee members will be newly established. The officer candidates will be revised, with a structure planned in which outside directors account for at least half of the board.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (planned transition subject to approval at the Annual General Meeting of Shareholders scheduled for 28 May 2026; currently a company with a Board of Corporate Auditors)
Number of directorsUp to 7 directors excluding directors who are Audit and Supervisory Committee members, and up to 3 directors who are Audit and Supervisory Committee members. Based on the proposed candidates, the total will be 7, including 5 outside directors (excluding alternate candidates).
CommitteeAudit and Supervisory Committee. 2 of the 3 committee members are outside directors (based on the proposed candidates, approximately 66.7%).
Changes this timeThe Company plans to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted, and provisions concerning the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee members will be newly established. The officer candidates will be revised, with a structure planned in which outside directors account for at least half of the board.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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 strengthen the Board of Directors’ supervisory function by making Audit and Supervisory Committee members members of the Board of Directors, thereby strengthening the oversight framework and enhancing corporate governance.

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.
Notice Regarding the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and Changes in Directors and Officers | Eltes Co.,Ltd. (3967) timely disclosure | Komori