Governance structure
Company with an Audit & Supervisory BoardWhen 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.
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 generally holds shares where business collaboration or business synergies are expected, and reduces holdings otherwise. Each year, the Board of Directors reviews the medium- to long-term economic rationale, future prospects, purpose of ownership and risks, and decides whether to continue holding or dispose of the shares. 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.
No takeover defense measures have been adopted, and none are planned.
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The effectiveness of the Board of Directors in fiscal 2025 was assessed with the support of a third-party organization. The company identified as issues to be addressed the risk management framework covering the entire value chain, the advance preparation process, and further development of the use of the ROIC tree and the allocation of management resources. Other changes from the previous report are Not disclosed.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit & Supervisory Board |
| Number of directors | 12 directors in total, including 4 outside directors |
| Number of independent officers | 6 (4 independent outside directors and 2 independent outside Audit & Supervisory Board members) |
| Committee | Nomination and Remuneration Committee (6 of its 8 members are independent outside officers; outside members account for 75%), Sustainability Committee, and Risk Management and Compliance Committee |
| Policy on cross-shareholdings | The company generally holds shares where business collaboration or business synergies are expected, and reduces holdings otherwise. Each year, the Board of Directors reviews the medium- to long-term economic rationale, future prospects, purpose of ownership and risks, and decides whether to continue holding or dispose of the shares. The number of holdings and their value are Not disclosed. |
| Takeover defenses | No takeover defense measures have been adopted, and none are planned. |
| Controlling shareholder | The company has no controlling shareholder. |
| Changes this time | The effectiveness of the Board of Directors in fiscal 2025 was assessed with the support of a third-party organization. The company identified as issues to be addressed the risk management framework covering the entire value chain, the advance preparation process, and further development of the use of the ROIC tree and the allocation of management resources. Other 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 progress in improving governance and capital efficiency to enhance the effectiveness of the Board of Directors and increase corporate value.