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.
Following the shareholder proposals, the Board of Directors resolved to oppose the proposal for a treasury share repurchase and the proposal to amend the Articles of Incorporation concerning the number of outside directors. If the Company's proposals are approved, 5 of the 10 directors are expected to be outside directors.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 12 directors as of the date the shareholder proposals were submitted, including 5 outside directors. If the Company's proposals are approved as originally submitted, there will be 10 directors, including 5 outside directors. |
| Committee | Voluntary Nomination and Compensation Committees, with independent outside directors constituting a majority of each committee. Of the 8 members across both committees, 5 are outside directors, and each committee is chaired by an independent outside director who is an Audit and Supervisory Committee member. The Governance Committee consists solely of independent outside directors. |
| Controlling shareholder | NTT DOCOMO, INC. Voting rights ratio: Not disclosed |
| Changes this time | Following the shareholder proposals, the Board of Directors resolved to oppose the proposal for a treasury share repurchase and the proposal to amend the Articles of Incorporation concerning the number of outside directors. If the Company's proposals are approved, 5 of the 10 directors are expected to be outside directors. |
Items this document does not state (3)
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.With respect to the treasury share repurchase, the proposed amount and period are excessive and too short, potentially impairing funding for growth investments and damaging long-term corporate value and the common interests of shareholders. With respect to making outside directors a majority, independence is secured through the Company's existing structure as a company with an Audit and Supervisory Committee, its voluntary Nomination and Compensation Committees, and its Governance Committee, which consists solely of independent outside directors. Fixing the ratio in the Articles of Incorporation could undermine the flexibility of the Board's composition and the agility of its appointment of personnel.