Governance structure
Company with an Audit and Supervisory CommitteeWhen 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.
社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.
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.
The company holds shares only where it believes that maintaining and strengthening business relationships with customers and business partners will contribute to improving corporate value over the medium to long term. The Board of Directors periodically verifies whether continued ownership is appropriate, taking into account the cost of capital and returns, the status of transactions, and the purpose and significance of the holdings. The number of holdings and their value are Not disclosed.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
Specific changes from the previous report are Not disclosed
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 11 / Outside 4 |
| Number of independent officers | 4 |
| Committee | Audit and Supervisory Committee 2 outside members out of 3 (66.7%) / Nomination Advisory Committee 4 outside directors out of 5 (80%) / Compensation Advisory Committee 4 outside directors out of 6 (approximately 66.7%) / Risk Management Committee Percentage of outside committee members: Not disclosed |
| Policy on cross-shareholdings | The company holds shares only where it believes that maintaining and strengthening business relationships with customers and business partners will contribute to improving corporate value over the medium to long term. The Board of Directors periodically verifies whether continued ownership is appropriate, taking into account the cost of capital and returns, the status of transactions, and the purpose and significance of the holdings. The number of holdings and their value are Not disclosed. |
| Takeover defenses | Not adopted |
| Controlling shareholder | No controlling shareholder. No parent company. ZUKEN INC. is an other affiliated company holding 21.00% of voting rights. |
| Changes this time | Specific changes from the previous report are Not disclosed |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To disclose the status of corporate governance. The reason for any changes from the previous report is not stated.