Komori

Corporate Governance Report 2026/08/07

The company disclosed the results of its FY2025 board effectiveness evaluation and identified the following priorities for FY2026: agenda submission criteria, discussions on management strategy and plans, risk management, and the division of responsibilities and coordination between the Audit Committee and the Internal Audit Department. The company has adopted a Company with Three Committees structure, and its Board of Directors comprises 9 directors, including 6 outside directors.

Worth reading
74In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Definitive
How definitive the wording is.

Governance structure

Company with Three Committees
Controlling shareholder
No controlling shareholder

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.

Number of directors9, including 6 outside directors
Number of independent officers5Number

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.

Committee3
Nominating CommitteeAudit Committee and Compensation Committee. Each committee comprises a majority of independent outside directorsand the chair of each committee is an independent outside director.
Policy on cross-shareholdings

The company does not hold strategic shareholdings except where they contribute to the stable procurement of materials, strengthening relationships with customers, or other recognized objectives that contribute to enhancing corporate value over the medium to long term. If a holding no longer conforms to the policy, the company will sell and reduce it as appropriate. Each year, the Board of Directors verifies the rationale for continuing to hold each individual issue and discloses the results.

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

The company disclosed the results of its FY2025 board effectiveness evaluation and identified the following priority issues for FY2026: matters submitted to the Board of Directors and the criteria for submission, discussions on management strategy and plans, risk management and the role of the Audit Committee, and the division of responsibilities and coordination between the Audit Committee and the Internal Audit Department.

Governance structure
ItemDetails
Corporate Governance StructureCompany with Three Committees
Number of directors9, including 6 outside directors
Number of independent officers5
CommitteeNominating Committee, Audit Committee and Compensation Committee. Each committee comprises a majority of independent outside directors, and the chair of each committee is an independent outside director.
Policy on cross-shareholdingsThe company does not hold strategic shareholdings except where they contribute to the stable procurement of materials, strengthening relationships with customers, or other recognized objectives that contribute to enhancing corporate value over the medium to long term. If a holding no longer conforms to the policy, the company will sell and reduce it as appropriate. Each year, the Board of Directors verifies the rationale for continuing to hold each individual issue and discloses the results.
Takeover defensesNot adopted
Controlling shareholderNo controlling shareholder
Changes this timeThe company disclosed the results of its FY2025 board effectiveness evaluation and identified the following priority issues for FY2026: matters submitted to the Board of Directors and the criteria for submission, discussions on management strategy and plans, risk management and the role of the Audit Committee, and the division of responsibilities and coordination between the Audit Committee and the Internal Audit Department.

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 functions. The initiatives reflect responses to issues identified in the prior fiscal year's evaluation and opinions expressed in the FY2025 evaluation.

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.
Corporate Governance Report 2026/08/07 | Hitachi Construction Machinery Co.,Ltd. (6305) timely disclosure | Komori