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Governance5302Nippon Carbon Co.,Ltd.Construction and Materials

Corporate Governance Report 2026/03/30

Updated the Corporate Governance Report dated 30 March 2026. The report discloses the current governance structure, including 3 independent outside directors among the 5 directors, voluntary advisory committees, progress in reducing strategic shareholdings, and an updated policy for responding to acquisitions.

Worth reading
62In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
—
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Wording
Definitive
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Governance structure

Company with an Audit & Supervisory Board (the organisational structure field in the report states “Company with Statutory Auditors,” but the report explicitly states that an Audit & Supervisory Board has been established)
Controlling shareholder
No controlling shareholder. No 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 directors5 directors in total, including 3 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.

Committee9
Advisory Committee (equivalent to a Nomination Committee): 3 outside directors out of 4 memberswith outside members accounting for 75%. Advisory Committee (equivalent to a Compensation Committee): 3 outside directors out of 4 memberswith outside members accounting for 75%. In additionthe company has established an Ethics and Legal Compliance CommitteeCrisis Management CommitteeCentral Safety and Health CommitteeExport Control CommitteeEnvironmental Management Committeeand Committee for Measures Against Special Organized Violence.
Policy on cross-shareholdings

The company holds shares that it determines will contribute to medium- to long-term growth, including shares necessary for its business and for maintaining financial relationships, and reviews all holdings once a year at a meeting of the Board of Directors. The policy is to reduce holdings that lack rational justification. In 2025, holdings in 4 companies were reduced.

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

Takeover defenses

Implemented and updated (the company disclosed the update to its policy for responding to acquisitions)

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

Changes this time

The report does not specify any particular changes from the previous report. It states that holdings in 4 companies were reduced in 2025 and that the policy for responding to acquisitions was updated in February 2026.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Board (the organisational structure field in the report states “Company with Statutory Auditors,” but the report explicitly states that an Audit & Supervisory Board has been established)
Number of directors5 directors in total, including 3 outside directors
Number of independent officers5 (3 outside directors and 2 outside Audit & Supervisory Board members)
CommitteeAdvisory Committee (equivalent to a Nomination Committee): 3 outside directors out of 4 members, with outside members accounting for 75%. Advisory Committee (equivalent to a Compensation Committee): 3 outside directors out of 4 members, with outside members accounting for 75%. In addition, the company has established an Ethics and Legal Compliance Committee, Crisis Management Committee, Central Safety and Health Committee, Export Control Committee, Environmental Management Committee, and Committee for Measures Against Special Organized Violence.
Policy on cross-shareholdingsThe company holds shares that it determines will contribute to medium- to long-term growth, including shares necessary for its business and for maintaining financial relationships, and reviews all holdings once a year at a meeting of the Board of Directors. The policy is to reduce holdings that lack rational justification. In 2025, holdings in 4 companies were reduced.
Takeover defensesImplemented and updated (the company disclosed the update to its policy for responding to acquisitions)
Controlling shareholderNo controlling shareholder. No parent company.
Changes this timeThe report does not specify any particular changes from the previous report. It states that holdings in 4 companies were reduced in 2025 and that the policy for responding to acquisitions was updated in February 2026.

The reasons the company gives

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

To ensure transparency and fairness in decision-making and enhance management vitality through swift and decisive decision-making, thereby supporting sustainable growth and the long-term enhancement of corporate value.

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 2026/03/30 | Nippon Carbon Co.,Ltd. (5302) timely disclosure | Komori