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Notice Regarding the Transition to a Company with an Audit and Supervisory Committee, Changes in Directors and Executive Officers, and Partial Amendments to the Articles of Incorporation

Subject to approval at the General Meeting of Shareholders, the Company will change from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. In connection with this change, 3 directors who are Audit and Supervisory Committee members will be appointed, provisions relating to the Board of Corporate Auditors will be deleted and an Audit and Supervisory Committee will be established, and provisions will be added to allow the delegation of authority from the Board of Directors to executive directors and the payment of dividends from surplus by resolution of the Board of Directors.

Worth reading
66In focus
Scored from 2 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee (scheduled for 26 June 2026; subject to shareholder approval)
Number of directorsNo more than 7 directors other than directors who are Audit and Supervisory Committee members, and no more than 4 directors who are Audit and Supervisory Committee members. There are 7 candidates in total, including 3 outside directors.
Committee2
Audit and Supervisory Committee. Of the 3 candidates2 are outside committee members (66.7%).
Changes this time

The Company is scheduled to change from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. 3 directors who are Audit and Supervisory Committee members will be appointed, and 2 corporate auditors are scheduled to retire upon expiration of their terms. Provisions relating to corporate auditors and the Board of Corporate Auditors will be deleted, and provisions relating to the Audit and Supervisory Committee will be newly established. Provisions will also be newly established concerning the delegation to executive directors of decisions on important business execution and decisions on dividends from surplus and other matters by resolution of the Board of Directors.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (scheduled for 26 June 2026; subject to shareholder approval)
Number of directorsNo more than 7 directors other than directors who are Audit and Supervisory Committee members, and no more than 4 directors who are Audit and Supervisory Committee members. There are 7 candidates in total, including 3 outside directors.
CommitteeAudit and Supervisory Committee. Of the 3 candidates, 2 are outside committee members (66.7%).
Changes this timeThe Company is scheduled to change from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. 3 directors who are Audit and Supervisory Committee members will be appointed, and 2 corporate auditors are scheduled to retire upon expiration of their terms. Provisions relating to corporate auditors and the Board of Corporate Auditors will be deleted, and provisions relating to the Audit and Supervisory Committee will be newly established. Provisions will also be newly established concerning the delegation to executive directors of decisions on important business execution and decisions on dividends from surplus and other matters by resolution of the Board of Directors.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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.

To strengthen the Board of Directors’ supervisory function by making Audit and Supervisory Committee members part of the Board of Directors, thereby strengthening the monitoring structure and enhancing corporate governance. The change is also intended to improve management efficiency, enable agile decision-making, and facilitate agile capital and dividend policies.

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.
Notice Regarding the Transition to a Company with an Audit and Supervisory Committee, Changes in Directors and Executive Officers, and Partial Amendments to the Articles of Incorporation | Nihon Knowledge Co,Ltd. (5252) timely disclosure | Komori