Komori
Governance4540TSUMURA & CO.Pharmaceuticals

Corporate Governance Report 2026/07/31

Disclosed the details of the executive compensation system and the decision-making process, and outlined a mechanism to enhance the objectivity and transparency of compensation decisions through a Compensation Advisory Committee chaired by an outside director, with outside directors comprising a majority of its members. The report also describes partial revisions to the stock compensation plan made in 2025.

Worth reading
76Important
Scored from 3 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
350
¥ millions × number of fiscal years covered by the medium-term management plan (contribution cap)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Committee1
Compensation Advisory Committee
Percentage of outside members outside members comprise a majority
Changes this time

At the 89th Annual General Meeting of Shareholders held on 27 June 2025, the company resolved to partially revise its performance-linked stock compensation plan. The initial period covered after the revision comprises the 3 fiscal years from the fiscal year ending 31 March 2026 through the fiscal year ending 31 March 2028. The contribution cap is an amount calculated by multiplying ¥350 million by the number of fiscal years covered, and the cap on the number of shares and other securities is calculated by multiplying 120,000 shares by the number of fiscal years covered.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
CommitteeCompensation Advisory Committee (outside members comprise a majority)
Changes this timeAt the 89th Annual General Meeting of Shareholders held on 27 June 2025, the company resolved to partially revise its performance-linked stock compensation plan. The initial period covered after the revision comprises the 3 fiscal years from the fiscal year ending 31 March 2026 through the fiscal year ending 31 March 2028. The contribution cap is an amount calculated by multiplying ¥350 million by the number of fiscal years covered, and the cap on the number of shares and other securities is calculated by multiplying 120,000 shares by the number of fiscal years covered.
Items this document does not state (5)
Number of directorsNumber of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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 enhance the objectivity and transparency of the deliberation process concerning compensation decisions. In addition, to further enhance the objectivity and transparency of procedures concerning compensation and other matters by delegating authority to the Compensation Advisory Committee.

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 2026/07/31 | TSUMURA & CO. (4540) timely disclosure | Komori