Governance structure
Company with an Audit & Supervisory Boardexcluding the parent company). No parent company.
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.
This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.
The company holds listed shares judged to contribute to the operation of the Group's businesses, with the aim of enhancing corporate value over the medium to long term. Each year, the Board of Directors reviews each holding individually, taking into account transaction conditions, actual returns from transactions and other sources against earnings targets based on the cost of capital, the risks associated with holding the shares and the purpose of holding them. Shares judged to exceed the appropriate level of holdings are sold as appropriate. In fiscal 2025, the company sold all of its holdings in 3 issues and part of its holdings in 4 issues, for total proceeds of ¥6.1 billion.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
None (not adopted)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
Added the sale results for cross-shareholdings in fiscal 2025. The company conducted an evaluation of the Board of Directors' effectiveness in April 2026 and identified investment and withdrawal decisions made with an awareness of the cost of capital, as well as a review of performance-linked compensation, as future issues. ESG metrics were added to the factors considered in performance-linked compensation from fiscal 2025.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit & Supervisory Board |
| Number of directors | 10 directors, including 4 outside directors |
| Number of independent officers | 6 |
| Committee | Compensation and Nomination Committee (voluntary). 6 members in total, including 4 outside directors; outside members account for 4/6 (approximately 66.7%) |
| Policy on cross-shareholdings | The company holds listed shares judged to contribute to the operation of the Group's businesses, with the aim of enhancing corporate value over the medium to long term. Each year, the Board of Directors reviews each holding individually, taking into account transaction conditions, actual returns from transactions and other sources against earnings targets based on the cost of capital, the risks associated with holding the shares and the purpose of holding them. Shares judged to exceed the appropriate level of holdings are sold as appropriate. In fiscal 2025, the company sold all of its holdings in 3 issues and part of its holdings in 4 issues, for total proceeds of ¥6.1 billion. |
| Takeover defenses | None (not adopted) |
| Controlling shareholder | No controlling shareholder (excluding the parent company). No parent company. |
| Changes this time | Added the sale results for cross-shareholdings in fiscal 2025. The company conducted an evaluation of the Board of Directors' effectiveness in April 2026 and identified investment and withdrawal decisions made with an awareness of the cost of capital, as well as a review of performance-linked compensation, as future issues. ESG metrics were added to the factors considered in performance-linked compensation from fiscal 2025. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The company reviews each cross-shareholding annually, taking into account transaction conditions, returns from actual transactions and other sources against earnings targets based on the cost of capital, holding risks and the purpose of holding the shares, and follows a policy of selling shares held above the appropriate level. In the evaluation of the Board of Directors' effectiveness, the company states that it will consider further improvements concerning investment and withdrawal decisions made with an awareness of the cost of capital, the supervisory function, and the proportion and metrics used for performance-linked compensation.