Governance structure
Company with Three CommitteesWhen 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.
The company does not hold cross-shareholdings except where they contribute to enhancing corporate value over the medium to long term, such as securing stable procurement of materials and strengthening relationships with customers. If a holding ceases to align with the policy, it will be sold and reduced as appropriate. Each year, the Board of Directors individually verifies the rationale for continuing to hold every security and discloses the results. Number of holdings and amount: Not disclosed
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not in place. Will be considered as necessary.
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The company conducted its fiscal 2024 board effectiveness evaluation and confirmed the Board’s role, deliberation topics and time allocation, dialogue with shareholders and investors, and the roles and composition of each committee as priority issues for fiscal 2025.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with Three Committees |
| Number of directors | 10 (including 7 outside directors) |
| Number of independent officers | 5 |
| Committee | Nomination Committee, Audit Committee, and Compensation Committee. Outside directors constitute a majority of each committee. The Audit Committee consists of 6 outside directors, including 5 independent outside directors. |
| Policy on cross-shareholdings | The company does not hold cross-shareholdings except where they contribute to enhancing corporate value over the medium to long term, such as securing stable procurement of materials and strengthening relationships with customers. If a holding ceases to align with the policy, it will be sold and reduced as appropriate. Each year, the Board of Directors individually verifies the rationale for continuing to hold every security and discloses the results. Number of holdings and amount: Not disclosed |
| Takeover defenses | Not in place. Will be considered as necessary. |
| Controlling shareholder | No controlling shareholder |
| Changes this time | The company conducted its fiscal 2024 board effectiveness evaluation and confirmed the Board’s role, deliberation topics and time allocation, dialogue with shareholders and investors, and the roles and composition of each committee as priority issues for fiscal 2025. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To strengthen the Board of Directors’ oversight function, separate it from business execution, ensure fair and highly transparent management, and continuously improve the Board’s effectiveness.