Special committee of independent outside directors and other independent officers to decide on takeover defense measures
First written in FY2017-Q1. 15 of 17 entries say "Restated". Latest entry: FY2026.
79 other companies' latest entry also says "Restated".
- FY2026RestatedAnnual report
「With respect to decisions on whether to make a gratis allotment of new share subscription rights under the Response Policy, not to make such an allotment, or to acquire the rights, the Company has established a special committee composed of outside directors, outside corporate auditors and other members independent of the Company's management, in order to exclude arbitrary decisions by directors, and requires an objective determination by the committee.」
The updated policy for responding to takeovers also provides for a framework requiring an objective determination by a special committee composed of outside directors, outside corporate auditors and other members independent of management. - FY2023RestatedAnnual report
「With respect to decisions on whether to make a gratis allotment of new share subscription rights under the Plan, not to make such an allotment, or to acquire the rights, the Company has established a special committee composed of outside directors, outside corporate auditors and other members independent of the Company's management, in order to exclude arbitrary decisions by directors, and requires an objective determination by the committee.」
For the takeover defense measure introduced in 2022, the document reiterates the framework requiring review by a special committee composed of independent outside directors, outside corporate auditors and other members. - FY2022AdvancedAnnual report
「With respect to decisions on whether to make a gratis allotment of new share subscription rights under the Plan, not to make such an allotment, or to acquire the rights, the Company has established a special committee composed of outside directors, outside corporate auditors and other members independent of the Company's management, in order to exclude arbitrary decisions by directors, and requires an objective determination by the committee.」
The newly introduced takeover defense measure also expressly provides for a framework requiring a determination by a special committee composed of independent outside directors, outside corporate auditors and other members. - FY2021RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The framework involving a special committee composed of independent outside members, with maximum possible respect given to its recommendations, remains in place. - FY2020RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The framework involving a special committee of independent outside members, with maximum possible respect given to its recommendations, remains in place. - FY2020-Q3RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The framework involving a special committee composed of independent outside directors and other outside members, with maximum possible respect given to its recommendations, remains in place. - FY2020-Q2RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The framework involving a special committee composed of independent outside directors and other outside members, with maximum possible respect given to its recommendations, remains in place. - FY2019-Q3RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2019-Q2RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2019-Q1RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2018RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2018-Q3RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2018-Q2RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2018-Q1RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors. If the special committee, following the procedures prescribed in the detailed rules for the new share subscription rights, makes a determination and recommendation to the Company's Board of Directors concerning postponement of the time at which grounds for exercising the rights arise, the non-occurrence of grounds for exercising the rights in relation to a person proposing a takeover, the failure to satisfy other exercise conditions for the new share subscription rights, or the acquisition of the new share subscription rights, the Company's Board of Directors is required to make a decision as a corporate body under the Companies Act, giving the maximum possible respect to the special committee's recommendation.」
The document reiterates the special committee composed of independent outside directors and other outside members, and the framework under which maximum possible respect is given to its recommendations. - FY2017-Q3RestatedAnnual report
「To exclude arbitrary decisions by the Board of Directors, the Company has established a special committee composed solely of independent outside directors and other independent officers. If the special committee makes a decision and recommends to the Board that the trigger date for exercising the rights be postponed, that no trigger event has occurred in relation to a person proposing an acquisition, that other exercise conditions for the stock acquisition rights have not been met, or that the stock acquisition rights be acquired, in accordance with the procedures prescribed in the detailed rules for the stock acquisition rights, the Board is required to make a decision as a corporate organ under the Companies Act while giving maximum respect to the committee’s recommendation.」
The document reiterates the establishment of a special committee concerning the takeover defense measure and the framework under which maximum possible respect is given to the committee's recommendations. - FY2017-Q2RestatedAnnual report
「The Company has established a special committee composed solely of independent outside directors and other outside members of the Company in order to exclude arbitrary decisions by the Company's Board of Directors.」
The document reiterates the establishment of a special committee concerning the takeover defense measure and the framework under which maximum possible respect is given to the committee's recommendations. - FY2017-Q1First statedAnnual report
「To exclude arbitrary decisions by the Board of Directors, the Company has established a special committee composed solely of independent outside directors and other independent officers. If the special committee makes a decision and recommends to the Board that the trigger date for exercising the rights be postponed, that no trigger event has occurred in relation to a person proposing an acquisition, that other exercise conditions for the stock acquisition rights have not been met, or that the stock acquisition rights be acquired, in accordance with the procedures prescribed in the detailed rules for the stock acquisition rights, the Board is required to make a decision as a corporate organ under the Companies Act while giving maximum respect to the committee’s recommendation.」
A special committee composed solely of independent outside directors and other independent officers has been established to exclude arbitrary Board decisions concerning takeover defense measures.