Governance structure
Company with an Audit and Supervisory CommitteeWhen 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 appropriateness of each holding is reviewed annually, and shares for which the company determines that there is no reasonable rationale for holding them are sold or otherwise disposed of. The number of holdings and their value are not disclosed.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
None (not adopted)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
As of 1 April 2026, 納武士 (Osamu Takeshi) changed from representative director and president to chairman of the Board, while 池信省爾 (Ikenobu Seiji) changed from representative director and executive vice president to representative director and president. As of 26 June 2026, the director position changed from 山下雅司 (Yamashita Masashi), who retired upon expiry of his term, to 吉本誠一朗 (Yoshimoto Seiichiro). A Compliance Committee was newly established in 2026.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 10 (including 5 outside directors) |
| Number of independent officers | 5 |
| Committee | Nomination Review Committee: 5 outside members out of 7 total; Compensation Committee: 5 outside members out of 7 total; Audit and Supervisory Committee: 3 outside directors out of 4 total; Compliance Committee: established, with the proportion of outside members Not disclosed |
| Policy on cross-shareholdings | The appropriateness of each holding is reviewed annually, and shares for which the company determines that there is no reasonable rationale for holding them are sold or otherwise disposed of. The number of holdings and their value are not disclosed. |
| Takeover defenses | None (not adopted) |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | As of 1 April 2026, 納武士 (Osamu Takeshi) changed from representative director and president to chairman of the Board, while 池信省爾 (Ikenobu Seiji) changed from representative director and executive vice president to representative director and president. As of 26 June 2026, the director position changed from 山下雅司 (Yamashita Masashi), who retired upon expiry of his term, to 吉本誠一朗 (Yoshimoto Seiichiro). A Compliance Committee was newly established in 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The company explains that it selected the company-with-an-Audit-and-Supervisory-Committee structure to accelerate decision-making, focus the matters deliberated by the Board of Directors, enhance discussions on management strategy, and strengthen the Board of Directors’ oversight function. It states that the Compliance Committee was established as part of efforts to strengthen internal controls.