Governance structure
The Company plans to transition to a company with an Audit and Supervisory Committee, subject to approval at the General Meeting of Shareholders.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.
Implemented (a policy regarding responses to large-scale purchase actions and similar activities, introduced on 1 July 2025). Whether it will be renewed or abolished is Not disclosed
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
Subject to approval at the General Meeting of Shareholders, the Company plans to transition to a company with an Audit and Supervisory Committee. It has also decided to adopt a policy under which outside directors will comprise a majority of the Board of Directors. As a Company proposal, James Feliciano is scheduled to be submitted as a candidate for outside director.
| Item | Details |
|---|---|
| Corporate Governance Structure | The Company plans to transition to a company with an Audit and Supervisory Committee, subject to approval at the General Meeting of Shareholders. |
| Committee | Group Nomination Committee: all 3 members are independent outside directors (100% outside members) |
| Takeover defenses | Implemented (a policy regarding responses to large-scale purchase actions and similar activities, introduced on 1 July 2025). Whether it will be renewed or abolished is Not disclosed |
| Controlling shareholder | Dalton and others hold 21.6% of the Company’s voting rights, or at least 20%. Whether they are explicitly identified as a controlling shareholder is Not disclosed |
| Changes this time | Subject to approval at the General Meeting of Shareholders, the Company plans to transition to a company with an Audit and Supervisory Committee. It has also decided to adopt a policy under which outside directors will comprise a majority of the Board of Directors. As a Company proposal, James Feliciano is scheduled to be submitted as a candidate for outside director. |
Items this document does not state (3)
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 candidates proposed by the shareholder do not meet the Company’s independence standards, and there are concerns that they could steer the Company toward going private through an MBO or similar transaction as representatives of the interests of Dalton and others, potentially creating conflicts of interest with general shareholders and adversely affecting the independence and governance of the Board of Directors.