Komori
Governance5727東邦チタニウムIron & Steel, Nonferrous Metals

Notice Regarding the Transition to a Company with an Audit & Supervisory Board and Partial Amendments to the Articles of Incorporation

In light of the planned transition to becoming a wholly owned subsidiary of JX Advanced Metals Corporation through a share exchange, the Company will transition from a Company with an Audit and Supervisory Committee to a Company with an Audit & Supervisory Board. In connection with this transition, provisions relating to the Audit and Supervisory Committee will be deleted, while provisions relating to company auditors and restrictions on share transfers will be added to the Articles of Incorporation.

Worth reading
72In focus
Scored from 3 of 5 sections
Direction
Mixed performance
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

The Company is scheduled to transition from a Company with an Audit and Supervisory Committee to a Company with an Audit & Supervisory Board. Following the transition, it will be a Company with an Audit & Supervisory Board.
Controlling shareholder
JX Advanced Metals Corporation. The Company is scheduled to become its wholly owned subsidiary following the effective date of the share exchange, but the voting rights ratio is 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.

Number of directorsNo more than 12 directors. The number of outside directors is Not disclosed.
Committee2
The Audit and Supervisory Committee is scheduled to be deleted. The nomination committeecompensation committee and proportion of outside committee members are 非開示.
Changes this time

Transition from a Company with an Audit and Supervisory Committee to a Company with an Audit & Supervisory Board, establishment of provisions relating to company auditors, deletion of provisions relating to the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee members, deletion of provisions concerning electronic provision measures and related matters, and establishment of restrictions on share transfers.

Governance structure
ItemDetails
Corporate Governance StructureThe Company is scheduled to transition from a Company with an Audit and Supervisory Committee to a Company with an Audit & Supervisory Board. Following the transition, it will be a Company with an Audit & Supervisory Board.
Number of directorsNo more than 12 directors. The number of outside directors is Not disclosed.
CommitteeThe Audit and Supervisory Committee is scheduled to be deleted. The nomination committee, compensation committee and proportion of outside committee members are Not disclosed.
Controlling shareholderJX Advanced Metals Corporation. The Company is scheduled to become its wholly owned subsidiary following the effective date of the share exchange, but the voting rights ratio is Not disclosed.
Changes this timeTransition from a Company with an Audit and Supervisory Committee to a Company with an Audit & Supervisory Board, establishment of provisions relating to company auditors, deletion of provisions relating to the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee members, deletion of provisions concerning electronic provision measures and related matters, and establishment of restrictions on share transfers.
Items this document does not state (3)
Number of independent officersPolicy on cross-shareholdingsTakeover defenses

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.

In light of the planned transition to becoming a wholly owned subsidiary of JX Advanced Metals Corporation, the Company will simplify its organizational structure and improve operational efficiency. Following the share exchange, JX Advanced Metals Corporation will be the Company's sole shareholder, making provisions concerning electronic provision measures and related matters unnecessary.

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 & Supervisory Board and Partial Amendments to the Articles of Incorporation | 東邦チタニウム (5727) timely disclosure | Komori