Governance structure
Before the transition: company with a board of corporate auditors; after the transition: company with an audit and supervisory committee, subject to approval of amendments to the articles of incorporation at the 129th annual general meeting of shareholders scheduled for March 2027The company will change from a company with a board of corporate auditors to a company with an audit and supervisory committee. The number of directors will increase from 6 to 9, and the number of outside directors will increase from 3 to 5. The board of corporate auditors will change to an audit and supervisory committee, with 3 audit and supervisory committee members, including 2 outside members. Some decisions on important business execution will be delegated, expanding the scope of authority delegated for execution.
| Item | Details |
|---|---|
| Corporate Governance Structure | Before the transition: company with a board of corporate auditors; after the transition: company with an audit and supervisory committee, subject to approval of amendments to the articles of incorporation at the 129th annual general meeting of shareholders scheduled for March 2027 |
| Number of directors | Before the transition: 6 directors, including 3 outside directors. After the transition: 9 directors, including 5 outside directors |
| Committee | Before the transition: Nomination Committee and Compensation Committee. The Nomination Committee and Compensation Committee are also shown after the transition. The proportion of outside members is Not disclosed. After the transition, an audit and supervisory committee will be established with 3 audit and supervisory committee members, including 2 outside members. |
| Changes this time | The company will change from a company with a board of corporate auditors to a company with an audit and supervisory committee. The number of directors will increase from 6 to 9, and the number of outside directors will increase from 3 to 5. The board of corporate auditors will change to an audit and supervisory committee, with 3 audit and supervisory committee members, including 2 outside members. Some decisions on important business execution will be delegated, expanding the scope of authority delegated for execution. |
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.“To further strengthen the board of directors' monitoring function and promote the delegation of authority for execution.” The company stated that this would accelerate decision-making and enable the board to focus on oversight of the Group's overall strategy, risks, capital allocation, and execution of operations.