Governance structure
Company with an Audit and Supervisory CommitteeDalton et al.) hold approximately 21.0% as major shareholders. No explicit disclosure of a controlling shareholder
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.
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.
Implemented. Whether it will be renewed or abolished is not disclosed.
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The Board of Directors resolved to oppose the shareholder proposal. Changes from the previous report in the corporate governance structure, committee composition and other matters are not disclosed
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 14 directors in total (appears to include 8 independent outside directors, although the total number of outside directors is not explicitly stated) |
| Number of independent officers | 8 (if all candidates proposed by the Company are approved; calculated from the text as the breakdown of independent outside directors) |
| Committee | Nomination and Compensation Committee; external members comprise a majority |
| Takeover defenses | Implemented. Whether it will be renewed or abolished is not disclosed. |
| Controlling shareholder | Dalton Investments Inc. or its affiliates (Dalton et al.) hold approximately 21.0% as major shareholders. No explicit disclosure of a controlling shareholder |
| Changes this time | The Board of Directors resolved to oppose the shareholder proposal. Changes from the previous report in the corporate governance structure, committee composition and other matters are not disclosed |
Items this document does not state (1)
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.While the composition of the candidates proposed by the Company is optimal, with sufficient independence, diversity and expertise, there are concerns regarding the independence of the candidates proposed by the shareholders and their understanding of the Company's business. If elected, they could create conflicts of interest and hinder the maximization of corporate value and the common interests of shareholders.