Worth reading
64In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1
people (increase in statutory auditors)Wording
Definitive
How definitive the wording is.Who is moving to which position
Resolved 22 May 2026Incoming appointee
11 itemsScheduled Appointment DateEffective 29 June 2026 (the changes to the representative director, directors and statutory auditors are subject to formal approval at the 26th Annual General Meeting of Shareholders and the Board of Directors meeting scheduled for the same date. The changes to executive officers and the organizational changes will be effective 1 July 2026)
Karato Yu (唐渡 有)
Previous positionThe Company, Senior Executive Officer and Chief Accounting and Finance Officer
New positionRepresentative Director, Executive Vice President, Chief Executive Officer for Head Office Divisions, and Chief Accounting and Finance Officer
Nishimura Hirokazu (西村 浩和)
Previous positionThe Company, Managing Executive Officer, Head of the Green Innovation Unit, Energy Solutions Group, and Head of the Clean Energy Business Promotion Department; Air Water Green Design Co., Ltd., Representative Director and President
New positionDirector, Senior Executive Officer, Chief Executive Officer for Business Divisions, and Head of the Industrial Business Headquarters
Kato Mikihiko (加藤 三紀彦)
Previous positionNiterra Co.,Ltd., Advisor; former Niterra Co.,Ltd., Director and Full-time Audit and Supervisory Committee Member
New positionOutside Directors
Matsushita Mitsutoshi (松下 満俊)
Previous positionKajitani Sogo Law Offices, Partner; Pacific Systems Co., Ltd., Outside Director; former TSUMURA & CO., Outside Director and Audit and Supervisory Committee Member
New positionOutside Directors
Kawasaki Shinichi (川崎 真一)
Previous positionOsaka Science and Technology Center, General Incorporated Foundation, Managing Director; former KRI Co., Ltd., Representative Director and President
New positionOutside Directors
Mori Seiji (森 誠治)
Previous positionThe Company, Managing Director and Head of the Accounting Office
New positionFull-time Audit & Supervisory Board Member
Yoshida Yasuaki (吉田 康晃)
Previous positionKawamoto Sangyo Co., Ltd., Managing Director and Executive Officer; certified public accountant
New positionFull-time Audit & Supervisory Board Member
Iwasaki Jun (岩﨑 淳)
Previous positionIwasaki Certified Public Accountant Office, Head; ISEKI & CO.,LTD., Outside Director and Chair of the Board of Directors; NIPPON KAYAKU CO.,LTD., Outside Statutory Auditor; former NH Foods Ltd., Outside Statutory Auditor; former OLYMPUS CORPORATION, Outside Statutory Auditor
New positionAudit & Supervisory Board Member (Outside Audit & Supervisory Board Member)
Higuchi Kenji (樋口 建史)
Previous positionFormer Superintendent General of the Metropolitan Police Department; former DAIICHI SANKYO COMPANY,LIMITED, Outside Statutory Auditor; former MIURA CO.,LTD., Outside Director; former TAISEI CORPORATION, Statutory Auditor
New positionAudit & Supervisory Board Member (Outside Audit & Supervisory Board Member)
Tsutsumi Hiroki (堤 宏記)
Previous positionThe Company, Managing Director and Head of the Human Resources and Health Management Promotion Office
New positionManaging Executive Officer, Chief Administrative Officer, and Head of the Board of Directors Secretariat
Kitagawa Yūji (北川 裕二)
Previous positionThe Company, Head of the Disaster Prevention Unit, Health & Safety Group; Air Water Bosai Co., Ltd., Representative Director and President
New positionExecutive Officer and Head of the Management Reform Office
Departing officer
7 itemsDate of departureEffective 29 June 2026 (including the resignations of Yamada Kenji (山田 健二) and Hayashi Nobuo (林 信夫))
Matsubayashi Ryōsuke (松林 良祐)Next role stated
Former PositionRepresentative Director, President, CEO and COO
New positionSenior Executive Officer, Chief Executive Officer for the Technology Division, and Head of the Technology Headquarters
Otsuka Shigeki (大塚 茂樹)Next role stated
Former PositionDirector, Senior Executive Officer, responsible for corporate planning
New positionAdviser
Onoe Hidetoshi (尾上 英俊)Next role stated
Former PositionDirector, Managing Executive Officer, Tokyo Representative, responsible for the Health & Safety Group, and Head of the Dental Care Unit
New positionAdviser
Inoue Kikue (井上 喜久栄)Next role stated
Former PositionDirector, Executive Officer, responsible for promoting women's participation, human resources, public relations and IR
New positionAdviser
Yamada Kenji (山田 健二)Next role stated
Former PositionFull-time Statutory Auditor (Outside Statutory Auditor)
New positionResignation
Hayashi Nobuo (林 信夫)Next role stated
Former PositionOutside Corporate Auditor
New positionResignation
Takahashi Hiroyuki (高橋 裕之)Next role stated
Former PositionManaging Executive Officer, Head of the Global Strategy Promotion Headquarters, and Head of the Global Business Development Department
New positionRetirement
“Next role stated” means the document names the position the person holds after stepping down. It does not necessarily mean they are leaving the company.
Whether the incumbent will remain in office (whether they will retain their position)
Directors whose terms end will remain with the Company as advisors or Senior Executive Officers. There is no statement that statutory auditors who resign or executive officers whose terms end will remain on the Board of Directors after their departure.
Directors after the change8Number
Filing as an independent officerKatō Mikihiko (加藤 三紀彦), Matsushita Mitsutoshi (松下 満俊), Kawasaki Shinichi (川崎 真一), Iwasaki Jun (岩﨑 淳) and Higuchi Kenji (樋口 建史) are scheduled to be registered as independent officers. Haga Yūko (芳賀 裕子), Rochelle Kopp (Rochelle Kopp) and Hayashi Jun (林 醇) have already been registered.
Shareholders’ meeting approvalYes. Proposals for the election of director and statutory auditor candidates are scheduled to be submitted to the 26th Annual General Meeting of Shareholders. The meeting is scheduled for 29 June 2026.
Reason for change
In light of the designation by the Tokyo Stock Exchange as a Security on Alert, the Company reviewed its management structure again in order to promptly and reliably rebuild its internal control system.
Reasons for appointment
The appointments were considered based on the basic policies of establishing a structure capable of strengthening internal controls and preventing a recurrence of inappropriate accounting, as well as ensuring that the Company has the management capabilities to support the sustainable growth of the group.
Details of organizational changes
Establishment of the Management Reform Office; establishment of the Board of Directors Secretariat function, including the corporate secretary function; establishment of the Technology Headquarters; reorganization and transition from the current 4 business divisions to 3 business headquarters—the Industrial Business Headquarters, Medical Business Headquarters, and Agriculture and Food Business Headquarters; strengthening of support and oversight functions for affiliated companies; and strengthening of the functions of the Internal Audit Office and the internal reporting system.
Independent officers are outside officers registered with the exchange as having no conflict of interest with general shareholders.
| Item | Details |
|---|---|
| Resolution date | 22 May 2026 |
| Scheduled Appointment Date | Effective 29 June 2026 (the changes to the representative director, directors and statutory auditors are subject to formal approval at the 26th Annual General Meeting of Shareholders and the Board of Directors meeting scheduled for the same date. The changes to executive officers and the organizational changes will be effective 1 July 2026) |
| Date of departure | Effective 29 June 2026 (including the resignations of Yamada Kenji (山田 健二) and Hayashi Nobuo (林 信夫)) |
| Name of appointee | Karato Yu (唐渡 有), Nishimura Hirokazu (西村 浩和), Kato Mikihiko (加藤 三紀彦), Matsushita Mitsutoshi (松下 満俊), Kawasaki Shinichi (川崎 真一), Mori Seiji (森 誠治), Yoshida Yasuaki (吉田 康晃), Iwasaki Jun (岩﨑 淳), Higuchi Kenji (樋口 建史), Tsutsumi Hiroki (堤 宏記), Kitagawa Yūji (北川 裕二) |
| Appointee's new position | Representative Director, Executive Vice President, Chief Executive Officer for Head Office Divisions, and Chief Accounting and Finance Officer, Director, Senior Executive Officer, Chief Executive Officer for Business Divisions, and Head of the Industrial Business Headquarters, Outside Directors, Outside Directors, Outside Directors, Full-time Audit & Supervisory Board Member, Full-time Audit & Supervisory Board Member, Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member), Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member), Managing Executive Officer, Chief Administrative Officer, and Head of the Board of Directors Secretariat, Executive Officer and Head of the Management Reform Office |
| Appointee's previous position | The Company, Senior Executive Officer and Chief Accounting and Finance Officer, The Company, Managing Executive Officer, Head of the Green Innovation Unit, Energy Solutions Group, and Head of the Clean Energy Business Promotion Department; Air Water Green Design Co., Ltd., Representative Director and President, Niterra Co.,Ltd., Advisor; former Niterra Co.,Ltd., Director and Full-time Audit and Supervisory Committee Member, Kajitani Sogo Law Offices, Partner; Pacific Systems Co., Ltd., Outside Director; former TSUMURA & CO., Outside Director and Audit and Supervisory Committee Member, Osaka Science and Technology Center, General Incorporated Foundation, Managing Director; former KRI Co., Ltd., Representative Director and President, The Company, Managing Director and Head of the Accounting Office, Kawamoto Sangyo Co., Ltd., Managing Director and Executive Officer; certified public accountant, Iwasaki Certified Public Accountant Office, Head; ISEKI & CO.,LTD., Outside Director and Chair of the Board of Directors; NIPPON KAYAKU CO.,LTD., Outside Statutory Auditor; former NH Foods Ltd., Outside Statutory Auditor; former OLYMPUS CORPORATION, Outside Statutory Auditor, Former Superintendent General of the Metropolitan Police Department; former DAIICHI SANKYO COMPANY,LIMITED, Outside Statutory Auditor; former MIURA CO.,LTD., Outside Director; former TAISEI CORPORATION, Statutory Auditor, The Company, Managing Director and Head of the Human Resources and Health Management Promotion Office, The Company, Head of the Disaster Prevention Unit, Health & Safety Group; Air Water Bosai Co., Ltd., Representative Director and President |
| Name of departing officer | Matsubayashi Ryōsuke (松林 良祐), Otsuka Shigeki (大塚 茂樹), Onoe Hidetoshi (尾上 英俊), Inoue Kikue (井上 喜久栄), Yamada Kenji (山田 健二), Hayashi Nobuo (林 信夫), Takahashi Hiroyuki (高橋 裕之) |
| Former position of departing officer | Representative Director, President, CEO and COO, Director, Senior Executive Officer, responsible for corporate planning, Director, Managing Executive Officer, Tokyo Representative, responsible for the Health & Safety Group, and Head of the Dental Care Unit, Director, Executive Officer, responsible for promoting women's participation, human resources, public relations and IR, Full-time Statutory Auditor (Outside Statutory Auditor), Outside Corporate Auditor, Managing Executive Officer, Head of the Global Strategy Promotion Headquarters, and Head of the Global Business Development Department |
| New position of departing officer | Senior Executive Officer, Chief Executive Officer for the Technology Division, and Head of the Technology Headquarters, Adviser, Adviser, Adviser, Resignation, Resignation, Retirement |
| Whether the incumbent will remain in office | Directors whose terms end will remain with the Company as advisors or Senior Executive Officers. There is no statement that statutory auditors who resign or executive officers whose terms end will remain on the Board of Directors after their departure. |
| Reason for change | In light of the designation by the Tokyo Stock Exchange as a Security on Alert, the Company reviewed its management structure again in order to promptly and reliably rebuild its internal control system. |
| Reasons for appointment | The appointments were considered based on the basic policies of establishing a structure capable of strengthening internal controls and preventing a recurrence of inappropriate accounting, as well as ensuring that the Company has the management capabilities to support the sustainable growth of the group. |
| Number of directors after the change | 8 directors (including 5 outside directors) |
| Filing as an independent officer | Katō Mikihiko (加藤 三紀彦), Matsushita Mitsutoshi (松下 満俊), Kawasaki Shinichi (川崎 真一), Iwasaki Jun (岩﨑 淳) and Higuchi Kenji (樋口 建史) are scheduled to be registered as independent officers. Haga Yūko (芳賀 裕子), Rochelle Kopp (Rochelle Kopp) and Hayashi Jun (林 醇) have already been registered. |
| Details of organizational changes | Establishment of the Management Reform Office; establishment of the Board of Directors Secretariat function, including the corporate secretary function; establishment of the Technology Headquarters; reorganization and transition from the current 4 business divisions to 3 business headquarters—the Industrial Business Headquarters, Medical Business Headquarters, and Agriculture and Food Business Headquarters; strengthening of support and oversight functions for affiliated companies; and strengthening of the functions of the Internal Audit Office and the internal reporting system. |
| Subject to Approval by the General Meeting of Shareholders | Yes. Proposals for the election of director and statutory auditor candidates are scheduled to be submitted to the 26th Annual General Meeting of Shareholders. The meeting is scheduled for 29 June 2026. |
Items this document does not state (5)
Appointee's date of birthYear the appointee joined the CompanyNumber of shares held by the appointeeReason for departureChange in Corporate Governance Structure
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.In light of the designation by the Tokyo Stock Exchange as a Security on Alert, to promptly and reliably rebuild the internal control system. The objectives are to improve management transparency, strengthen the internal control system, prevent a recurrence of inappropriate accounting, separate oversight from business execution, and strengthen group governance.
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