Komori
Governance4102Maruo Calcium Co.,Ltd.Materials and Chemicals

Notice Regarding Partial Amendments to the Articles of Incorporation

Subject to approval at the shareholders meeting, the Company will change from a company with an Audit and Supervisory Board to a Company with an Audit and Supervisory Committee. In addition, the Company will establish provisions allowing the Board of Directors to delegate decisions on important business execution to directors and allowing the Board of Directors to decide on dividends of surplus and other related matters.

Worth reading
78Important
Scored from 2 of 5 sections
Direction
Mixed performance
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 (scheduled for 25 June 2026, pending shareholder approval)
Number of directorsUnder the proposed amendments, no more than 7 directors who are not Audit and Supervisory Committee members and no more than 4 directors who are Audit and Supervisory Committee members. Total of no more than 11 directors. Number of outside directors: not disclosed
Committee1
Audit and Supervisory Committee. Proportion of outside members: 非開示. Nomination Committee and Compensation Committee: 非開示
Changes this time

Provisions concerning Audit & Supervisory Board members and the Audit and Supervisory Board will be deleted, and provisions concerning the Audit and Supervisory Committee and its members will be established. The number and terms of office of directors will be categorized, and provisions will be established concerning the delegation of decisions on important business execution and the Board of Directors' authority to decide on dividends of surplus and other related matters. The current Article 7 concerning the acquisition of treasury shares will be deleted.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (scheduled for 25 June 2026, pending shareholder approval)
Number of directorsUnder the proposed amendments, no more than 7 directors who are not Audit and Supervisory Committee members and no more than 4 directors who are Audit and Supervisory Committee members. Total of no more than 11 directors. Number of outside directors: not disclosed
CommitteeAudit and Supervisory Committee. Proportion of outside members: Not disclosed. Nomination Committee and Compensation Committee: Not disclosed
Changes this timeProvisions concerning Audit & Supervisory Board members and the Audit and Supervisory Board will be deleted, and provisions concerning the Audit and Supervisory Committee and its members will be established. The number and terms of office of directors will be categorized, and provisions will be established concerning the delegation of decisions on important business execution and the Board of Directors' authority to decide on dividends of surplus and other related matters. The current Article 7 concerning the acquisition of treasury shares will be deleted.
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 further enhance management transparency and accelerate decision-making. Also, to enable the Company to return profits to shareholders in a more flexible manner.

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 Partial Amendments to the Articles of Incorporation | Maruo Calcium Co.,Ltd. (4102) timely disclosure | Komori