Komori
Governance4452Kao CorporationMaterials and Chemicals

Corporate Governance Report 2026/08/07

The report reflects the officer structure and the composition of voluntary committees as of 26 March 2026, and discloses a structure of 9 directors, including 5 outside directors. The company sold all shares of 1 issue in 2025, reducing its cross-shareholdings to 40 issues as of the end of December 2025.

Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
40
Stock
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Board
Controlling shareholder
There is no major shareholder holding 10% or more of the company's shares10.00%Voting rights

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.

Number of directors9 directors in total, including 5 outside directors
Number of independent officers8Number

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.

Committee5
Director and Audit & Supervisory Board Member Nomination Review CommitteeDirector and Executive Officer Compensation Advisory CommitteeAudit & Supervisory Board Member Compensation Advisory CommitteeSustainability Committeeand others
Percentage of outside members 6 of 6 members are outside members; outside-member ratio: 100%
Policy on cross-shareholdings

The company reviews the rationale for continuing to hold cross-shareholdings and the number of shares held. As of the end of December 2025, it held 40 issues, with a total balance-sheet carrying amount of ¥8,113 million. During fiscal 2025, it sold all shares of 1 listed issue. As of the end of December 2014, it held 83 issues with a carrying amount of ¥9,384 million.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not adopted (the applicable item is disclosed in the Code Implementation Status Table)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

Following the General Meeting of Shareholders held on 26 March 2026, Sakurai Eriko (桜井恵理子) was selected as chair of the Board of Directors, Nishii Takaaki (西井孝明) as chair of the Director and Executive Officer Compensation Advisory Committee, and Sarah Casanova (サラ・カサノバ) as chair of the Director and Audit & Supervisory Board Member Nomination Review Committee. Among the Audit & Supervisory Board members, Amano Hideki (天野秀樹) retired, Arai Saeko (新井佐恵子) became the succeeding chair, and Naito Junya (内藤順也) took office.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Board
Number of directors9 directors in total, including 5 outside directors
Number of independent officers8 independent officers (5 independent outside directors and 3 independent outside Audit & Supervisory Board members)
CommitteeDirector and Audit & Supervisory Board Member Nomination Review Committee (6 of 6 members are outside members; outside-member ratio: 100%), Director and Executive Officer Compensation Advisory Committee (5 of 6 members are outside members; outside-member ratio: 83.3%), Audit & Supervisory Board Member Compensation Advisory Committee (3 of 5 members are outside members; outside-member ratio: 60%), Sustainability Committee, and others
Policy on cross-shareholdingsThe company reviews the rationale for continuing to hold cross-shareholdings and the number of shares held. As of the end of December 2025, it held 40 issues, with a total balance-sheet carrying amount of ¥8,113 million. During fiscal 2025, it sold all shares of 1 listed issue. As of the end of December 2014, it held 83 issues with a carrying amount of ¥9,384 million.
Takeover defensesNot adopted (the applicable item is disclosed in the Code Implementation Status Table)
Controlling shareholderThere is no major shareholder holding 10% or more of the company's shares
Changes this timeFollowing the General Meeting of Shareholders held on 26 March 2026, Sakurai Eriko (桜井恵理子) was selected as chair of the Board of Directors, Nishii Takaaki (西井孝明) as chair of the Director and Executive Officer Compensation Advisory Committee, and Sarah Casanova (サラ・カサノバ) as chair of the Director and Audit & Supervisory Board Member Nomination Review Committee. Among the Audit & Supervisory Board members, Amano Hideki (天野秀樹) retired, Arai Saeko (新井佐恵子) became the succeeding chair, and Naito Junya (内藤順也) took office.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

As part of its regular update of corporate governance information, the company discloses the election of directors and Audit & Supervisory Board members, committee activities, the rationale for maintaining cross-shareholdings, and the results of its review of the number of shares held. The company states that it reviewed the rationale for continuing to hold the shares and the number of shares held.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Corporate Governance Report 2026/08/07 | Kao Corporation (4452) timely disclosure | Komori