Governance structure
Company with an Audit and Supervisory CommitteeWhen 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.
Each year, the Board of Directors scrutinizes whether the holdings are commensurate with the cost of shareholders’ equity and whether they provide holding benefits. The company is proceeding with reductions to bring the balance below 10% of consolidated net assets. In fiscal 2025, it fully or partially sold 6 of the 27 holdings, leaving a balance equivalent to approximately 11.3% of consolidated net assets. The total sale value was ¥914.719 million.
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.
At the Annual General Meeting of Shareholders held on 19 June 2026, Hagiwara Tsuyoshi (萩原剛) and Oba Minoru (大庭実) were elected as new directors. The report states that, in response to dialogue with shareholders and investors, the company appointed 1 woman as an outside director, increasing the number of outside directors. The number of outside directors is now 4, including 4 independent outside directors.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 9 directors in total, including 4 outside directors |
| Number of independent officers | 4 |
| Committee | Audit and Supervisory Committee (3 outside members out of 4); voluntary Nomination Committee (4 outside members out of 6, 66.7%); voluntary Compensation Committee (4 outside members out of 6, 66.7%); Sustainability Committee; Risk and Compliance Committee; Environmental Committee; Product Safety Committee |
| Policy on cross-shareholdings | Each year, the Board of Directors scrutinizes whether the holdings are commensurate with the cost of shareholders’ equity and whether they provide holding benefits. The company is proceeding with reductions to bring the balance below 10% of consolidated net assets. In fiscal 2025, it fully or partially sold 6 of the 27 holdings, leaving a balance equivalent to approximately 11.3% of consolidated net assets. The total sale value was ¥914.719 million. |
| Takeover defenses | None (not adopted) |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | At the Annual General Meeting of Shareholders held on 19 June 2026, Hagiwara Tsuyoshi (萩原剛) and Oba Minoru (大庭実) were elected as new directors. The report states that, in response to dialogue with shareholders and investors, the company appointed 1 woman as an outside director, increasing the number of outside directors. The number of outside directors is now 4, including 4 independent outside directors. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.In response to opinions from shareholders and investors that diversity among outside directors should be ensured, the company appointed 1 woman as an outside director, increasing the number of outside directors.