Risk of conflicts of interest between the parent company and general shareholders and management influence associated with a parent-subsidiary listing
First written in FY2022. 5 of 9 entries say "Restated". Latest entry: 2026-06-29.
1 other company's latest entry also says "Mitigated".
- 2026-06-29MitigatedGovernance
「The group's rules stipulate that approval by that company is not required for important decisions concerning our company, allowing us to make independent management decisions.」
Although risks relating to the influence of the parent company and conflicts of interest remain, the company states that its rules do not require approval from the parent or other affiliated companies for important decisions and that it can make independent management decisions. It also states that directors serving concurrently with BUSINESS BRAIN SHOWA・OTA INC. have changed from those directors to no such directors as of the filing date. - FY2026MitigatedAnnual report
「In addition, none of the Group's management policies or business development plans require the prior approval of BUSINESS BRAIN SHOWA・OTA INC.; we pursue them through our own independent decision-making.」
Although the largest shareholder's influence and the risk of conflicts of interest continue, the company explicitly states that it makes independent decisions without requiring prior approval and is managed by a board of directors that includes independent directors. - FY2025RestatedAnnual report
「BUSINESS BRAIN SHOWA・OTA INC. directly held 39.70% of our voting rights as of the filing date, calculated based on the total number of voting rights held by all shareholders as of 31 March 2025, and had certain rights as a major shareholder of the company. Accordingly, BUSINESS BRAIN SHOWA・OTA INC. was in a position to influence the management and other matters of our Group through the exercise of voting rights and other means, and its interests might not coincide with those of other shareholders.」
Even after changing from the parent company to an other affiliated company, it describes the influence and potential conflicts of interest associated with its 39.70% holding as the largest shareholder. It also adds that the transfer of shares to a specific counterparty could affect business strategy and other matters. - FY2025-H1RestatedAnnual report
「BUSINESS BRAIN SHOWA・OTA INC. 1-1-1 Nishi-Shimbashi, Minato-ku, Tokyo 3,003,000 39.67」
States that BUSINESS BRAIN SHOWA・OTA INC., the former parent company, remains a major shareholder holding 39.67%. - FY2024RestatedAnnual report
「BUSINESS BRAIN SHOWA・OTA INC. directly held 39.55% of our voting rights as of the filing date, calculated based on the total number of voting rights held by all shareholders as of 31 March 2024, and had certain rights as a major shareholder of the company. Accordingly, BUSINESS BRAIN SHOWA・OTA INC. was in a position to influence our management and other matters through the exercise of voting rights and other means, and its interests might not coincide with those of other shareholders.」
Even after becoming an other affiliated company rather than the parent company, it describes the influence and potential conflicts of interest associated with its 39.55% voting interest as the largest shareholder. - FY2024-Q3RestatedAnnual report
「BUSINESS BRAIN SHOWA・OTA INC., formerly our parent company, became one of our other affiliated companies after selling part of its holdings in our shares on 10 May 2023.」
Reiterates that the parent company’s direct control has been eliminated and that the former risks involving conflicts of interest between the parent company and general shareholders and management influence continue to trend lower. - FY2024-Q2RestatedAnnual report
「BUSINESS BRAIN SHOWA・OTA INC., formerly our parent company, became one of our other affiliated companies after selling part of its holdings in our shares on 10 May 2023.」
Reiterates that the parent company’s direct control has been eliminated and that the former risks involving conflicts of interest between the parent company and general shareholders and management influence continue to trend lower. - FY2024-Q1MitigatedAnnual report
「BUSINESS BRAIN SHOWA・OTA INC., formerly our parent company, became one of our other affiliated companies after selling part of its holdings in our shares on 10 May 2023.」
The former parent company became an other affiliated company, and the circumstances concerning the parent company’s direct control changed. As a result, the relationship involving the risk of conflicts of interest between the parent company and general shareholders and the risk of management influence changed in the direction of reduced risk. - FY2022First statedAnnual report
「As of the end of the fiscal year, the parent company directly held 66.0% of our voting rights (as of the filing date) and had certain rights as a major shareholder of the company. Accordingly, the parent company was in a position to influence our management and other matters through the exercise of voting rights and other means, and its interests might not coincide with those of other shareholders.」
Identifies the parent company’s 66.0% voting interest and the risk that its interests might not coincide with those of other shareholders.