Governance structure
Company with an Audit and Supervisory Committee宮下尚之); voting rights ownership ratio: 39.75% directly, 16.36% subject to aggregation, 56.11% in total
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 issued paid stock options (the Fourth Series of Stock Acquisition Rights) to an allottee that included controlling shareholder Miyashita Naoyuki (宮下尚之). To protect minority shareholders, the Company obtained a fair value assessment from an independent third-party appraisal institution, obtained written opinions from Audit & Supervisory Committee members with no conflicts of interest, and had Miyashita Naoyuki (宮下尚之) abstain from participating in the relevant Board of Directors resolution.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of independent officers | 3 (Nomura Yukiko (野村有季子), Misawa Shinichi (美澤臣一), and Takahashi Osamu (高橋治)) |
| Committee | Audit & Supervisory Committee: proportion of outside members is Not disclosed |
| Controlling shareholder | Miyashita Naoyuki (宮下尚之); voting rights ownership ratio: 39.75% directly, 16.36% subject to aggregation, 56.11% in total |
| Changes this time | The Company issued paid stock options (the Fourth Series of Stock Acquisition Rights) to an allottee that included controlling shareholder Miyashita Naoyuki (宮下尚之). To protect minority shareholders, the Company obtained a fair value assessment from an independent third-party appraisal institution, obtained written opinions from Audit & Supervisory Committee members with no conflicts of interest, and had Miyashita Naoyuki (宮下尚之) abstain from participating in the relevant Board of Directors resolution. |
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.To increase motivation and morale and strengthen cohesion toward expanding the performance of the Group and increasing corporate value. For Miyashita Naoyuki (宮下尚之), the aim was also to demonstrate a clear commitment to enhancing corporate value over the medium to long term through a paid subscription.