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Governance4540TSUMURA & CO.Pharmaceuticals

Independent Officer Notification Form

An agenda item concerning the election of outside officers will be submitted to the annual general meeting of shareholders scheduled for 26 June 2026, and an Independent Officer Notification Form has been filed. In addition to the 5 existing outside directors, Nakatsuka Junichiro (中塚潤一郎) has been reported as an independent officer, while Kuei Kai-pin (蕢凱頻) is listed as an outside director but has not been designated as an independent officer.

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Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
Ping An Group is a major shareholder of the Company. However, its voting rights ratio is Not disclosed. Whether it qualifies as a controlling shareholder or parent company is Not disclosed

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 directors6 outside directors, including 5 independent officers. The total number of directors is Not disclosed
Number of independent officers5Number

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.

Committee3
Nomination Advisory CommitteeCompensation Advisory Committeeand Audit and Supervisory Committee. Proportion of outside members: 非開示
Changes this time

An agenda item concerning the election of outside officers will be submitted to the annual general meeting of shareholders scheduled for 26 June 2026. Nakatsuka Junichiro (中塚潤一郎) is listed as a new and independent officer, while Kuei Kai-pin (蕢凱頻) is listed as a new outside director but is not an independent officer

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directors6 outside directors, including 5 independent officers. The total number of directors is Not disclosed
Number of independent officers5
CommitteeNomination Advisory Committee, Compensation Advisory Committee, and Audit and Supervisory Committee. Proportion of outside members: Not disclosed
Controlling shareholderPing An Group is a major shareholder of the Company. However, its voting rights ratio is Not disclosed. Whether it qualifies as a controlling shareholder or parent company is Not disclosed
Changes this timeAn agenda item concerning the election of outside officers will be submitted to the annual general meeting of shareholders scheduled for 26 June 2026. Nakatsuka Junichiro (中塚潤一郎) is listed as a new and independent officer, while Kuei Kai-pin (蕢凱頻) is listed as a new outside director but is not an independent officer
Items this document does not state (2)
Policy on cross-shareholdingsTakeover defenses

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.

An agenda item concerning the election of outside officers will be submitted to the annual general meeting of shareholders to be held on 26 June 2026.

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.
Independent Officer Notification Form | TSUMURA & CO. (4540) timely disclosure | Komori