Measures for Responding to Large-Scale Purchases, with Emphasis on Shareholder Intent and the Independent Committee
First written in FY2016. 10 of 15 entries say "Restated". Latest entry: FY2025.
- FY2025ReframedAnnual report
「At a meeting of the Board of Directors held on 22 May 2025, the Company resolved to introduce a policy for responding to large-scale acquisitions of the Company's shares (the "Plan") as an initiative to prevent decisions on the Company's financial and business policies from being controlled by an inappropriate party in light of its basic policy. The Company subsequently updated the Plan after obtaining approval at the 99th Annual General Meeting of Shareholders held on 20 June 2025.」
After discontinuing takeover defenses in 2019, the Company reintroduced and updated its policy for responding to large-scale acquisitions following the Board of Directors' resolution in May 2025 and shareholder approval in June. The framework incorporates a general meeting to confirm shareholder intentions and an independent committee. - FY2022ReframedAnnual report
「The Company will continue to work to protect and enhance corporate value and the common interests of shareholders. With respect to parties making large-scale purchases of the Company's shares and other securities, the Company will take appropriate measures under the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations, including requesting the information necessary for shareholders to make an appropriate decision, disclosing the opinions of the Board of Directors, negotiating with the relevant large-scale purchaser where necessary, and working to ensure that shareholders have sufficient time to consider the matter.」
While maintaining the discontinuation of takeover defenses in 2019, the Company is pursuing a policy of providing information, disclosing its views and conducting negotiations as required by law, subject to the shareholders' final decision. - FY2020DroppedAnnual report
「At a Board of Directors meeting held on 21 May 2019, the Company resolved not to continue the Plan and consequently abolished the takeover defense measures upon the conclusion of the Company's 93rd Annual General Meeting of Shareholders held on 21 June 2019.」
The disclosure expressly states that the takeover defense measures updated in 2016 were abolished upon the conclusion of the Annual General Meeting of Shareholders held on 21 June 2019. - FY2019-Q3RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The takeover defense measures approved by the General Meeting of Shareholders in 2016 and the countermeasures in cases of procedural violations or material prejudice to corporate value or the common interests of shareholders are listed again. - FY2019-Q2RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The takeover defense measures approved by the General Meeting of Shareholders in June 2016, the countermeasures in cases such as procedural violations, and mechanisms for confirmation of shareholder will through the Independent Committee or a General Meeting of Shareholders are listed again. - FY2019-Q1RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The takeover defense measures approved by the General Meeting of Shareholders in June 2016 and the countermeasures in cases such as procedural violations are listed again. - FY2018RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The takeover defense measures approved by the General Meeting of Shareholders in June 2016, information provision and consideration periods, the Independent Committee and confirmation of shareholder will through a General Meeting of Shareholders are listed again. - FY2018-Q3RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The contents of the takeover defense measures approved by the General Meeting of Shareholders in June 2016 and the countermeasures in cases of procedural violations or material prejudice to corporate value or the common interests of shareholders are listed again. - FY2018-Q2RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The contents of the takeover defense measures approved by the General Meeting of Shareholders in June 2016 and the countermeasures in cases of procedural violations or material prejudice to corporate value or the common interests of shareholders are listed again. - FY2018-Q1RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The contents of the takeover defense measures approved by the General Meeting of Shareholders in June 2016 and the countermeasures in cases of procedural violations or material prejudice to corporate value or the common interests of shareholders are listed again. - FY2017RestatedAnnual report
「The Plan requires purchasers making a large-scale purchase to comply with the Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The contents of the takeover defense measures approved by the General Meeting of Shareholders in June 2016 and the countermeasures are listed again. - FY2017-Q3RestatedAnnual report
「Based on this approach, the Company submitted for approval at its 90th Annual General Meeting of Shareholders held on 17 June 2016 an update to the measures for addressing large-scale purchases of the Company's shares and other securities, referred to below as the Plan, and the shareholders approved and adopted it.」
The update of the measures for addressing large-scale purchases and their approval and adoption at the General Meeting of Shareholders are listed again. - FY2017-Q2RestatedAnnual report
「Based on this approach, the Company submitted for approval at its 90th Annual General Meeting of Shareholders held on 17 June 2016 an update to the measures for addressing large-scale purchases of the Company's shares and other securities, referred to below as the Plan, and the shareholders approved and adopted it.」
The update of the takeover defense measures and their approval and adoption at the General Meeting of Shareholders are listed again as the contents of the updated framework. - FY2017-Q1AdvancedAnnual report
「Based on this approach, the Company submitted for approval at its 90th Annual General Meeting of Shareholders held on 17 June 2016 an update to the measures for addressing large-scale purchases of the Company's shares and other securities, referred to below as the Plan, and the shareholders approved and adopted it.」
The measures for addressing large-scale purchases were updated and approved and adopted at the Annual General Meeting of Shareholders. - FY2016First statedAnnual report
「The Company requires purchasers making a large-scale purchase to comply with this Plan and establishes countermeasures for cases in which a large-scale purchaser does not comply with the Plan, or in which the large-scale purchase is determined to materially prejudice the Company's corporate value, corporate interests or, ultimately, the common interests of shareholders.」
The covered conduct is generally defined as purchases of 20% or more. The Plan sets out information provision and consideration periods, negotiations, alternative proposals, the Independent Committee and countermeasures involving stock acquisition rights.