Governance structure
The Board of Directors resolved to oppose the 4 shareholder proposals. Under the company’s proposal, 4 of the 8 directors will be independent outside directors.
| Item | Details |
|---|---|
| Number of directors | 8 directors, including 4 outside directors (company proposal at this Ordinary General Meeting of Shareholders) |
| Committee | Nomination and Compensation Committee; outside members comprise a majority (composed of independent outside directors) |
| Changes this time | The Board of Directors resolved to oppose the 4 shareholder proposals. Under the company’s proposal, 4 of the 8 directors will be independent outside directors. |
Items this document does not state (5)
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.Regarding share repurchases, the reasons given were the need to balance investment in human resources and growth with shareholder returns, the existing shareholder return policy, and the Board of Directors’ ability to make timely decisions. Regarding the composition of the Board of Directors, the company stated that it prioritizes effective discussion, diversity, and flexibility in selecting candidates. Regarding stock-based compensation, the company stated that its existing scheme and the company’s proposals provide more appropriate levels and structures. Regarding the record date for voting rights, the reasons given included the provision of information, the impact on the management of the shareholder register and the operation of general meetings, and the mismatch with the record date for dividends.