Governance structure
Company with an Audit and Supervisory CommitteeMr. Onishi: 18.59%; 株式会社COH: 42.49%).
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.
The company received the Special Investigation Committee’s investigation report. As amendments to the notes on related-party transactions for prior fiscal years are expected to be required, the company plans to file amended reports for the annual securities reports for the fiscal years ended December 2022 and December 2023. The company plans to develop and implement measures to prevent recurrence. The Representative Director, President and CEO offered to voluntarily return 100% of his directors’ compensation, and the company accepted the offer.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 7 directors (including 5 outside directors) |
| Committee | Voluntary Nomination and Compensation Committee (proportion of outside members: Not disclosed), Audit and Supervisory Committee, Compliance and Risk Management Committee, and Sustainability Committee |
| Controlling shareholder | Yohei Onishi and 株式会社COH. Their combined ownership interest was 61.08% as of 31 December 2024 (Mr. Onishi: 18.59%; 株式会社COH: 42.49%). |
| Changes this time | The company received the Special Investigation Committee’s investigation report. As amendments to the notes on related-party transactions for prior fiscal years are expected to be required, the company plans to file amended reports for the annual securities reports for the fiscal years ended December 2022 and December 2023. The company plans to develop and implement measures to prevent recurrence. The Representative Director, President and CEO offered to voluntarily return 100% of his directors’ compensation, and the company accepted the offer. |
Items this document does not state (4)
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.Based on the Special Investigation Committee’s findings regarding the possibility that RH was a consolidated subsidiary or related party of the company. Although the company currently expects no material impact on its consolidated financial statements, it expects that amendments to the notes on transactions with related parties will be required.