Komori
Governance6268Nabtesco CorporationMachinery

Report on Corporate Governance 2026/03/27

Updated the results of the fiscal 2025 evaluation of the effectiveness of the Board of Directors and the review of cross-shareholdings. In 2025, the number of internal directors was reduced by 1 and the number of directors with technical expertise was increased, resulting in independent outside directors becoming the majority.

Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
1
People (reduction in internal directors)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Board
Controlling shareholder
No controlling shareholder or parent company

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.

Board of Directors9 membersof which 5 outside55.6%
Half
OutsideIn-house

社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.

Number of independent officers8Number

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.

Committee8
Nomination CommitteeCompensation CommitteeCompliance CommitteeManagement Materiality CommitteeQuality and PL CommitteeESH CommitteeRisk Management CommitteeInformation Security Committee
Percentage of outside members Nomination Committee 4/5(80%) / Compensation Committee 4/5(80%) / Compliance Committee 7 members, including 1 outside Audit & Supervisory Board member and 1 external expert. The proportion is not disclosed. / Other Not disclosed
Policy on cross-shareholdings

Cross-shareholdings whose significance has diminished will be disposed of or reduced as promptly as possible. Each year, the Company reviews the purpose of each individual holding, its benefits and risks, and other factors, and reassesses whether to continue holding it and the number of shares held. At the end of fiscal 2025, the Company reviewed 5 holdings and confirmed its policy of reducing the balance as far as possible going forward.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not adopted

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

In 2025, the number of internal directors was reduced by 1 and the number of directors with technical expertise was increased. The Company reviewed 5 cross-shareholdings at the end of fiscal 2025 and confirmed its policy of reducing the balance as far as possible going forward.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Board
Number of directorsTotal number 9 / Of which, outside 5
Number of independent officers8 independent officers
CommitteeName Nomination Committee, Compensation Committee, Compliance Committee, Management Materiality Committee, Quality and PL Committee, ESH Committee, Risk Management Committee, Information Security Committee / Percentage of outside members Nomination Committee 4/5(80%) / Compensation Committee 4/5(80%) / Compliance Committee 7 members, including 1 outside Audit & Supervisory Board member and 1 external expert. The proportion is not disclosed. / Other Not disclosed
Policy on cross-shareholdingsCross-shareholdings whose significance has diminished will be disposed of or reduced as promptly as possible. Each year, the Company reviews the purpose of each individual holding, its benefits and risks, and other factors, and reassesses whether to continue holding it and the number of shares held. At the end of fiscal 2025, the Company reviewed 5 holdings and confirmed its policy of reducing the balance as far as possible going forward.
Takeover defensesNot adopted
Controlling shareholderNo controlling shareholder or parent company
Changes this timeIn 2025, the number of internal directors was reduced by 1 and the number of directors with technical expertise was increased. The Company reviewed 5 cross-shareholdings at the end of fiscal 2025 and confirmed its policy of reducing the balance as far as possible going forward.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To improve the effectiveness of the Board of Directors and promote discussions from more diverse perspectives and with an appropriate level of constructive tension. Regarding cross-shareholdings, the Company confirmed its policy of reducing the balance as far as possible while verifying the significance of each holding and its economic rationale.

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.
Report on Corporate Governance 2026/03/27 | Nabtesco Corporation (6268) timely disclosure | Komori