Governance structure
Planned change to a company with an Audit & Supervisory Committee (currently a company with an Audit & Supervisory Board)AIFCG) is the parent company. Voting rights ratio: Not disclosed
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.
Scheduled to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. The director nominees comprise 6 directors who are not Audit and Supervisory Committee members, including 1 outside director, and 3 directors who are Audit and Supervisory Committee members, including 2 outside directors. The head office is scheduled to be relocated from Shinagawa-ku, Tokyo, to Minato-ku, Tokyo.
| Item | Details |
|---|---|
| Corporate Governance Structure | Planned change to a company with an Audit & Supervisory Committee (currently a company with an Audit & Supervisory Board) |
| Number of directors | The proposal for elections following the transition provides for a total of 9 directors: 6 directors who are not Audit and Supervisory Committee members and 3 directors who are Audit and Supervisory Committee members, including 3 outside directors |
| Number of independent officers | 2 planned (Ukawa Taro (鵜川太郎), Fukagawa Yuki (深川裕季)) |
| Committee | An Audit and Supervisory Committee is scheduled to be established. 2 of the 3 committee members will be outside directors, representing 2/3 |
| Controlling shareholder | AIフュージョンキャピタルグループ株式会社 (AIFCG) is the parent company. Voting rights ratio: Not disclosed |
| Changes this time | Scheduled to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. The director nominees comprise 6 directors who are not Audit and Supervisory Committee members, including 1 outside director, and 3 directors who are Audit and Supervisory Committee members, including 2 outside directors. The head office is scheduled to be relocated from Shinagawa-ku, Tokyo, to Minato-ku, Tokyo. |
Items this document does not state (2)
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.Following its becoming a consolidated subsidiary of AIFCG, the Company will relocate its head office to a nearby location to strengthen coordination with AIFCG and its group companies and accelerate revenue growth. The transition to a company with an Audit and Supervisory Committee is intended to ensure effective corporate governance and enhance corporate value over the medium to long term. The disposition of surplus is intended to secure flexibility in capital policy and strengthen the Company's financial position.