Governance structure
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.
The Board of Directors resolved to oppose all agenda items under Shareholder Proposal 1 and Shareholder Proposal 2. The document describes the existing review framework operated by the Nomination Committee and Compensation Committee.
| Item | Details |
|---|---|
| Number of directors | 14 directors, including 5 outside directors (FY2025). The document also refers to the 15-director limit under the Articles of Incorporation. |
| Committee | Nomination Committee (a majority of the members are independent outside directors, and the chair is also an independent outside director) and Compensation Committee (a majority of the members are independent outside directors). The proportion of outside committee members is not disclosed as a specific figure. |
| Controlling shareholder | The company has not disclosed whether a controlling shareholder or parent company exists. |
| Changes this time | The Board of Directors resolved to oppose all agenda items under Shareholder Proposal 1 and Shareholder Proposal 2. The document describes the existing review framework operated by the Nomination Committee and Compensation Committee. |
Items this document does not state (4)
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.The Board explained that, to enhance corporate value and the common interests of shareholders, it is appropriate to consider each matter comprehensively and flexibly within the existing framework of the Board of Directors, Nomination Committee, and Compensation Committee. Specifically, it stated that the proposed mandatory establishment of a committee, proportion of outside directors, amount of treasury share acquisitions, and changes to disclosure obligations and the record date under the Articles of Incorporation could obscure the allocation of responsibility or impair management flexibility and agility.