Komori
Governance4887SAWAI GROUP HOLDINGS Co.,Ltd.Pharmaceuticals

Corporate Governance Report 2026/08/27

The previous corporate governance report was corrected, revising the number of directors who are not Audit and Supervisory Committee members from 5 to 6. As a result, the Board of Directors comprises 9 members in total: 6 directors who are not Audit and Supervisory Committee members and 3 Audit and Supervisory Committee members.

Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1
members (increase in directors who are not Audit and Supervisory Committee members)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
No controlling shareholder or parent company

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.

Number of directors9 directors in total, including 5 outside directors
Number of independent officers5Number

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.

Committee2
Nomination and Compensation Governance CommitteeAudit and Supervisory Committee
Percentage of outside members 3 outside members out of 4, 75%
Policy on cross-shareholdings

The reasonableness of holding major strategic shareholdings is reviewed annually by the Board of Directors, and holdings are reduced if they are deemed unreasonable. The medium-term management plan sets out a policy of reducing strategic shareholdings, and part of 1 holding was sold during fiscal 2025.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

None adopted (no policy for responding to takeovers adopted)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

Correction of the number of directors who are not Audit and Supervisory Committee members from 5 to 6. Other changes from the previous report: Not disclosed

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directors9 directors in total, including 5 outside directors
Number of independent officers5
CommitteeNomination and Compensation Governance Committee (3 outside members out of 4, 75%), Audit and Supervisory Committee (2 outside members out of 3, approximately 66.7%)
Policy on cross-shareholdingsThe reasonableness of holding major strategic shareholdings is reviewed annually by the Board of Directors, and holdings are reduced if they are deemed unreasonable. The medium-term management plan sets out a policy of reducing strategic shareholdings, and part of 1 holding was sold during fiscal 2025.
Takeover defensesNone adopted (no policy for responding to takeovers adopted)
Controlling shareholderNo controlling shareholder or parent company
Changes this timeCorrection of the number of directors who are not Audit and Supervisory Committee members from 5 to 6. Other changes from the previous report: Not disclosed

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Because part of the information in the report submitted on 25 June 2026 was incorrect.

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 2026/08/27 | SAWAI GROUP HOLDINGS Co.,Ltd. (4887) timely disclosure | Komori