Komori
Governance6356NIPPON GEAR CO.,LTD.Machinery

Notice Regarding Changes in Officer Appointments and Partial Amendments to the Articles of Incorporation in Connection with the Transition to a Company with an Audit and Supervisory Committee

Subject to approval at the general meeting of shareholders scheduled for 29 June 2026, the Company will transition from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. In connection with this transition, the composition of the director nominees will be changed, provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted from the Articles of Incorporation, and new provisions concerning the Audit and Supervisory Committee will be established.

Worth reading
75Important
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee (subject to approval at the ordinary general meeting of shareholders scheduled for 29 June 2026)
Number of directorsUnder the proposed changes, the number of directors will be limited to 7 or fewer, excluding directors who are Audit and Supervisory Committee members, and the number of directors who are Audit and Supervisory Committee members will be limited to 4 or fewer. There will be 10 nominees in total, including 7 outside directors.
Committee2
Audit and Supervisory Committee. There will be 3 outside committee members and 3 committee nomineesmeaning that outside committee members will account for 100%.
Changes this time

The Company plans to transition from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. The director nominees, including 3 directors who are Audit and Supervisory Committee members, will be presented, provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted from the Articles of Incorporation, and new provisions concerning the Audit and Supervisory Committee will be established.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (subject to approval at the ordinary general meeting of shareholders scheduled for 29 June 2026)
Number of directorsUnder the proposed changes, the number of directors will be limited to 7 or fewer, excluding directors who are Audit and Supervisory Committee members, and the number of directors who are Audit and Supervisory Committee members will be limited to 4 or fewer. There will be 10 nominees in total, including 7 outside directors.
CommitteeAudit and Supervisory Committee. There will be 3 outside committee members and 3 committee nominees, meaning that outside committee members will account for 100%.
Changes this timeThe Company plans to transition from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee. The director nominees, including 3 directors who are Audit and Supervisory Committee members, will be presented, provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted from the Articles of Incorporation, and new provisions concerning the Audit and Supervisory Committee will be established.
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 establish provisions concerning the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee members, and to delete provisions concerning the Board of Corporate Auditors and corporate auditors, in connection with the transition to a company with an Audit and Supervisory Committee.

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.
Notice Regarding Changes in Officer Appointments and Partial Amendments to the Articles of Incorporation in Connection with the Transition to a Company with an Audit and Supervisory Committee | NIPPON GEAR CO.,LTD. (6356) timely disclosure | Komori