Governance structure
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 Board of Directors resolved to oppose the shareholder proposals. If the company’s proposed director candidates are approved, 3 of the 8 directors are expected to be independent outside directors.
| Item | Details |
|---|---|
| Number of directors | Currently, 4 of the 9 directors are outside directors. Following this Annual General Meeting of Shareholders, the Board is expected to comprise 8 directors, including 3 independent outside directors (37.5%). |
| Number of independent officers | 3 (予定 following this Annual General Meeting of Shareholders) |
| Committee | Voluntary Nomination and Compensation Committee. A majority of the members are independent outside directors. |
| Changes this time | The Board of Directors resolved to oppose the shareholder proposals. If the company’s proposed director candidates are approved, 3 of the 8 directors are expected to be independent outside directors. |
Items this document does not state (4)
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.Fixing a majority of outside directors in the Articles of Incorporation could reduce flexibility in appointing suitable personnel and potentially hinder the formation of an optimal board and improvements in its effectiveness. In addition, changing the record date for voting rights to 15 May could affect share trading because it would differ from the record date for dividends, and could make disclosures less clear by extending the period covered by subsequent events in the business report. Accordingly, there is no need to make the change at this time.