Governance structure
Company with an Audit and Supervisory Committee (scheduled to take effect on 26 June 2026; currently a Company with an Audit & Supervisory Board)Provisions concerning the Audit & Supervisory Board and Audit & Supervisory Board Members will be deleted, and provisions concerning the Audit and Supervisory Committee and Audit and Supervisory Committee Members will be newly established. The maximum number of directors will be changed from 10 to 9, with no more than 5 directors serving as Audit and Supervisory Committee Members. Provisions concerning directors with specific titles and other related matters will be deleted, while provisions concerning changes to the method of selecting the convener and chair, exemption from liability by the Board of Directors, liability limitation agreements with non-executive directors and others, the business purposes of the 2 subsidiaries, and decisions by the Board of Directors regarding dividends of surplus and other matters will be added.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee (scheduled to take effect on 26 June 2026; currently a Company with an Audit & Supervisory Board) |
| Number of directors | Proposed change: no more than 9 directors (including no more than 5 directors serving as Audit and Supervisory Committee Members). The number of outside directors is not disclosed. |
| Committee | An Audit and Supervisory Committee will be established. The proportion of outside committee members is not disclosed. |
| Changes this time | Provisions concerning the Audit & Supervisory Board and Audit & Supervisory Board Members will be deleted, and provisions concerning the Audit and Supervisory Committee and Audit and Supervisory Committee Members will be newly established. The maximum number of directors will be changed from 10 to 9, with no more than 5 directors serving as Audit and Supervisory Committee Members. Provisions concerning directors with specific titles and other related matters will be deleted, while provisions concerning changes to the method of selecting the convener and chair, exemption from liability by the Board of Directors, liability limitation agreements with non-executive directors and others, the business purposes of the 2 subsidiaries, and decisions by the Board of Directors regarding dividends of surplus and other matters will be added. |
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.To strengthen supervisory functions, enhance the corporate governance structure, enable faster decision-making and more agile business execution, reflect the business activities of 株式会社エイチアンドエフ and ビアメカニクス株式会社, which have been made subsidiaries, and establish an agile management structure and a framework for shareholder returns.