Governance structure
Company with an Audit and Supervisory Committee大西洋平), the Company's Representative Director and President, had control over RH Co. equivalent to owning a majority of its voting rights for his own account. The voting interest ratio was not disclosed.
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 determined that its internal control contained material weaknesses requiring disclosure and will submit amended reports concerning its internal control reports for the 16th through 19th fiscal years. As measures to prevent recurrence, the Company identified the transition to a governance structure ensuring independence, securing the effectiveness of the Board of Directors' oversight functions, and strengthening the management system for related-party transactions.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Controlling shareholder | Onishi Yohei (大西洋平), the Company's Representative Director and President, had control over RH Co. equivalent to owning a majority of its voting rights for his own account. The voting interest ratio was not disclosed. |
| Changes this time | The Company determined that its internal control contained material weaknesses requiring disclosure and will submit amended reports concerning its internal control reports for the 16th through 19th fiscal years. As measures to prevent recurrence, the Company identified the transition to a governance structure ensuring independence, securing the effectiveness of the Board of Directors' oversight functions, and strengthening the management system for related-party transactions. |
Items this document does not state (5)
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 Company had not established a system for appropriately determining and managing whether transactions with RH Co., which was established by a former employee, should be included in the scope of consolidation or whether related-party disclosures were required. As a result, accurate information was not provided by management to the Board of Directors or the Audit and Supervisory Committee members. The material weaknesses were identified after the fiscal year-end date and could not be remediated by fiscal year-end.