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.
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.
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 shares as strategic shareholdings except where they are deemed to contribute to the stable procurement of materials, strengthening relationships with customers, or enhancing corporate value over the medium to long term. If a holding no longer conforms to the holding policy, the company will proceed with its sale and reduction as appropriate. Each year, the Board of Directors verifies the rationale for continuing to hold each individual issue and discloses the results. The number and value of holdings are not disclosed.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted (to be considered as necessary)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The effectiveness of the Board of Directors was evaluated for fiscal 2024. The priority issues for fiscal 2025 are the Board’s role and skills matrix, matters submitted for deliberation and deliberation time, dialogue with shareholders and investors, and the roles and composition of the committees.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with Three Committees |
| Number of directors | Total number 10 / Outside 7 |
| Number of independent officers | 5 |
| Committee | Name Nomination Committee, Audit Committee, Compensation Committee / Percentage of outside members Outside directors constitute a majority of the members 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 shares as strategic shareholdings except where they are deemed to contribute to the stable procurement of materials, strengthening relationships with customers, or enhancing corporate value over the medium to long term. If a holding no longer conforms to the holding policy, the company will proceed with its sale and reduction as appropriate. Each year, the Board of Directors verifies the rationale for continuing to hold each individual issue and discloses the results. The number and value of holdings are not disclosed. |
| Takeover defenses | Not adopted (to be considered as necessary) |
| Controlling shareholder | No controlling shareholder |
| Changes this time | The effectiveness of the Board of Directors was evaluated for fiscal 2024. The priority issues for fiscal 2025 are the Board’s role and skills matrix, matters submitted for deliberation and deliberation time, dialogue with shareholders and investors, and the roles and composition of the committees. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To ensure and enhance the effectiveness of the Board of Directors and continuously improve its management oversight function, deliberations, dialogue with shareholders and investors, and the functions of the committees.