Governance structure
Company with an Audit & Supervisory BoardWhen 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 any policy-held shares. It participates in Okura Industrial Co.,Ltd.'s business partner shareholding association, but states that this does not constitute policy-held shares.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Discontinued (introduced in June 2020 and discontinued at an extraordinary general meeting of shareholders in November of the same year; no plans for reintroduction)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
A voluntary nomination and remuneration committee was established on 27 September 2021. A new whistleblowing system was introduced in March 2021. Other changes from the previous report are Not disclosed.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit & Supervisory Board |
| Number of directors | 4 directors (including 2 outside directors) |
| Number of independent officers | 4 (1 independent outside director and 3 independent outside audit and supervisory board members) |
| Committee | Voluntary nomination and remuneration committee (100% outside members, comprising 2 outside directors); Compliance Committee (outside-member ratio: Not disclosed); Health and Safety Committee (outside-member ratio: Not disclosed) |
| Policy on cross-shareholdings | The company does not hold any policy-held shares. It participates in Okura Industrial Co.,Ltd.'s business partner shareholding association, but states that this does not constitute policy-held shares. |
| Takeover defenses | Discontinued (introduced in June 2020 and discontinued at an extraordinary general meeting of shareholders in November of the same year; no plans for reintroduction) |
| Controlling shareholder | There is no controlling shareholder with a holding of 50% or more. The holding ratio of the largest controlling shareholder is stated to be approximately 10%. The name is Not disclosed. |
| Changes this time | A voluntary nomination and remuneration committee was established on 27 September 2021. A new whistleblowing system was introduced in March 2021. Other changes from the previous report are Not disclosed. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To strengthen the fairness, objectivity, transparency and accountability of the Board of Directors and enhance its oversight of management. This also reflects lessons learned from the past failure of the whistleblowing system to function appropriately and the autocratic operation of the Board of Directors.