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Governance6189Global Kids Company Corp.Information and Communications, Services and Others

Notice Concerning the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and Changes in Company Officers

Subject to shareholder approval, the Company will change from a company with a board of corporate auditors to a company with an audit and supervisory committee. The corporate auditors and board of corporate auditors will be abolished and an audit and supervisory committee will be established, and candidates for directors after the transition, the Articles of Incorporation, and the remuneration limits will be determined.

Worth reading
72In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an audit and supervisory committee (subject to approval of amendments to the Articles of Incorporation at the annual general meeting of shareholders scheduled for 17 December 2026)
Number of directorsThere will be 8 candidates after the transition, including 4 outside directors. Under the Articles of Incorporation, there will be 1 to 10 directors who are not audit and supervisory committee members, and 3 to 5 directors who are audit and supervisory committee members.
Number of independent officers4Number

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.

Committee2
Audit and Supervisory Committee. 2 of 3 members will be outside membersrepresenting two-thirds of the committee.
Changes this time

The Company will change from a company with a board of corporate auditors to a company with an audit and supervisory committee, delete provisions concerning corporate auditors and the board of corporate auditors, and add provisions concerning audit and supervisory committee members and the audit and supervisory committee. Provisions in the Articles of Incorporation concerning director candidates, remuneration limits, and the delegation of authority over business execution will also be changed.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an audit and supervisory committee (subject to approval of amendments to the Articles of Incorporation at the annual general meeting of shareholders scheduled for 17 December 2026)
Number of directorsThere will be 8 candidates after the transition, including 4 outside directors. Under the Articles of Incorporation, there will be 1 to 10 directors who are not audit and supervisory committee members, and 3 to 5 directors who are audit and supervisory committee members.
Number of independent officers4 people (Ishii Mitsunobu (石井光暢), Nakayama Maya (中山マヤ), Kataoka Rieko (片岡理恵子), and Morioka Hiroyuki (森岡宏之)) are scheduled to be reported.
CommitteeAudit and Supervisory Committee. 2 of 3 members will be outside members, representing two-thirds of the committee.
Changes this timeThe Company will change from a company with a board of corporate auditors to a company with an audit and supervisory committee, delete provisions concerning corporate auditors and the board of corporate auditors, and add provisions concerning audit and supervisory committee members and the audit and supervisory committee. Provisions in the Articles of Incorporation concerning director candidates, remuneration limits, and the delegation of authority over business execution will also be changed.
Items this document does not state (3)
Policy on cross-shareholdingsTakeover defensesControlling shareholder

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 corporate governance, accelerate decision-making, enhance the Board of Directors’ supervisory and monitoring functions, and promote the delegation of authority over business execution.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and Changes in Company Officers | Global Kids Company Corp. (6189) timely disclosure | Komori