Governance structure
parent company; percentage of voting rights held: 51.08%; direct ownership: 51.08%
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.
Disclosed that Hulic Co.,Ltd. became the Company's parent company through a tender offer and a third-party allotment of shares, strengthening the relationship. Also disclosed that a special committee has been established as a measure to protect minority shareholders in transactions with the controlling shareholder.
| Item | Details |
|---|---|
| Committee | Special committee (percentage of outside members: not disclosed) |
| Controlling shareholder | Hulic Co.,Ltd. (parent company; percentage of voting rights held: 51.08%; direct ownership: 51.08%) |
| Changes this time | Disclosed that Hulic Co.,Ltd. became the Company's parent company through a tender offer and a third-party allotment of shares, strengthening the relationship. Also disclosed that a special committee has been established as a measure to protect minority shareholders in transactions with the controlling shareholder. |
Items this document does not state (5)
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 capital and business alliance with Hulic Co.,Ltd. is being used to pursue new education-related businesses, real estate utilization and strategic support, and the mutual use of knowledge, expertise and networks. To protect minority shareholders, the basic policy is to apply appropriate terms equivalent to those used in ordinary transactions, while the special committee reviews and considers transactions involving conflicts of interest and provides recommendations to the Board of Directors.