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 holds shares for policy purposes to maintain and strengthen business relationships and relationships with Morimura Group companies. From the perspective of asset efficiency, it remains constantly mindful of reducing such holdings and periodically confirms at Board of Directors meetings whether continued ownership is appropriate. No figures are provided for the number or value of holdings.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
No
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
Based on the FY2024 evaluation of effectiveness, the company set out policies for FY2025 initiatives to deepen discussions on the medium-term management plan, business portfolio, underperforming businesses, succession planning, and the development and compensation of senior management.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit & Supervisory Board |
| Number of directors | 9 (including 4 outside directors) |
| Number of independent officers | 6 |
| Committee | Nomination and Compensation Advisory Committee (voluntary). Of the 6 committee members, 4 are outside directors (66.7% outside directors). The committee performs both nomination and compensation functions. |
| Policy on cross-shareholdings | The company holds shares for policy purposes to maintain and strengthen business relationships and relationships with Morimura Group companies. From the perspective of asset efficiency, it remains constantly mindful of reducing such holdings and periodically confirms at Board of Directors meetings whether continued ownership is appropriate. No figures are provided for the number or value of holdings. |
| Takeover defenses | No |
| Controlling shareholder | No controlling shareholder or parent company. |
| Changes this time | Based on the FY2024 evaluation of effectiveness, the company set out policies for FY2025 initiatives to deepen discussions on the medium-term management plan, business portfolio, underperforming businesses, succession planning, and the development and compensation of senior management. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Based on the results of the evaluation of the effectiveness of the Board of Directors, to advance the realization of the Group Vision, deepen discussions on business strategy, and enhance discussions concerning succession planning, the development of senior management and their compensation.