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Governance6351TSURUMI MANUFACTURING CO.,LTD.Machinery

Corporate Governance Report 2026/07/01

The report describes the policy for determining directors’ compensation and the process for deliberating compensation through the Nomination and Compensation Committee. The compensation caps were increased by a resolution at the 2025 shareholders’ meeting, including the cap for directors excluding those who are Audit and Supervisory Committee members and the cap for restricted stock-based compensation.

Worth reading
67In focus
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
350
¥ millions (annual compensation cap for directors excluding those who are Audit and Supervisory Committee members)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Number of directors10 directors in total, including 5 outside directors
Committee1
Nomination and Compensation Committee; at least half of its members are outside members (independent outside directors)
Changes this time

At the annual shareholders’ meeting held on 27 June 2025, the annual compensation cap for directors excluding those who are Audit and Supervisory Committee members was increased from ¥300 million or less to ¥350 million or less. The annual cap for restricted stock-based compensation was changed from ¥50 million or less to ¥100 million or less, and the cap on the number of shares was set at 25,000 shares or less per year (50,000 shares or less after the stock split).

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directors10 directors in total, including 5 outside directors
CommitteeNomination and Compensation Committee; at least half of its members are outside members (independent outside directors)
Changes this timeAt the annual shareholders’ meeting held on 27 June 2025, the annual compensation cap for directors excluding those who are Audit and Supervisory Committee members was increased from ¥300 million or less to ¥350 million or less. The annual cap for restricted stock-based compensation was changed from ¥50 million or less to ¥100 million or less, and the cap on the number of shares was set at 25,000 shares or less per year (50,000 shares or less after the stock split).
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To enable directors to properly perform their roles and responsibilities and to ensure and enhance their effectiveness. Restricted stock-based compensation is intended to achieve sustained growth in corporate value and share value with shareholders.

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 2026/07/01 | TSURUMI MANUFACTURING CO.,LTD. (6351) timely disclosure | Komori