Ensuring Independence and Economic Rationale in Transactions with ZOZO
First written in FY2024. 2 of 4 entries say "Restated". Latest entry: 2026-06-16.
15 other companies' latest entry also says "Restated".
- 2026-06-16RestatedGovernance
「There are no business restrictions imposed by controlling shareholders or other parties, and we are able to make independent management decisions. It is clearly stipulated that our management decisions will be respected in matters concerning employees, including employment, personnel and working conditions, and that directors with special interests in a Board resolution may not participate in the resolution. We therefore believe that a certain degree of independence from controlling shareholders and other parties has been secured.」
While one director was appointed from ZOZO, reaffirmed that the company can make independent management decisions without business restrictions and outlined controls for conflicts of interest, including Board approval. - FY2026AdvancedAnnual report
「To ensure independence from ZOZO Corporation, the Company has 1 independent outside director and 3 independent outside Audit & Supervisory Board members designated as independent officers in accordance with the rules of the listing exchange. This has created a situation in which a more diverse range of opinions is reflected in Board of Directors discussions.」
To ensure independence in its relationship with ZOZO, the Company has 1 independent outside director and 3 independent outside Audit & Supervisory Board members, and has stated a policy of generally not accepting employees on secondment. - FY2025RestatedAnnual report
「Transactions with ZOZO Corporation are conducted on customary terms equivalent to those of transactions with third parties, taking into account the need to maintain independence from ZOZO. To ensure the appropriateness of the transaction terms, the transactions are discussed and resolved by the Board of Directors in accordance with the regulations for managing related-party transactions.」
The Company details its framework for ensuring independence and economic rationality in transactions with ZOZO through customary transaction terms, confirmation by the responsible department, approval by the Board of Directors and monitoring of ongoing transactions. - FY2024First statedAnnual report
「In light of the risk of conflicts of interest between the parent company and general shareholders, the Company confirms the economic rationality and other aspects of related-party transactions, including transactions involving conflicts of interest with other affiliated companies, in accordance with its regulations for managing related-party transactions, and obtains approval from the Board of Directors. It has established a framework to ensure the soundness and propriety of transactions.」
In light of the risk of conflicts of interest arising from the relationship with ZOZO, the Company has established a framework comprising regulations for managing related-party transactions, confirmation by the responsible department, deliberation and approval by the Board of Directors, and monitoring of ongoing transactions.