Governance structure
Company with an Audit and Supervisory CommitteeThis 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.
Implemented and continuing (approved on 27 June 2024; effective until the conclusion of the 105th Annual General Meeting of Shareholders scheduled to be held in 2027)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The Board of Directors resolved to oppose all 5 shareholder proposals. The existing takeover response policy will continue.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 6 directors, including 2 outside directors (if the Company’s proposals are approved at this Annual General Meeting of Shareholders) |
| Number of independent officers | 2 |
| Takeover defenses | Implemented and continuing (approved on 27 June 2024; effective until the conclusion of the 105th Annual General Meeting of Shareholders scheduled to be held in 2027) |
| Changes this time | The Board of Directors resolved to oppose all 5 shareholder proposals. The existing takeover response policy will continue. |
Items this document does not state (3)
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.The Company explained that the takeover response policy is necessary to protect corporate value and the common interests of shareholders, while share buybacks could hinder growth investments under the medium-term management plan. It considers a majority of outside directors unnecessary at this time, stating that governance effectiveness is secured by the 2 independent outside directors among the current 6 directors. The existing compensation structure is considered sufficient, and performance-linked incentives for outside directors and directors serving as Audit & Supervisory Committee Members are considered inappropriate. The Company considers it appropriate to maintain the current record date because changing it could increase administrative burdens related to managing the shareholder registry and cause shareholder confusion, while delaying the timing for finalizing the management structure.