Governance structure
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 received 4 written shareholder proposals from the shareholder who submitted these proposals, and the Board of Directors resolved to oppose all of them.
| Item | Details |
|---|---|
| Number of directors | 7 directors in total, including 3 outside directors (as stated in the document) |
| Number of independent officers | 3 (3 independent outside directors) |
| Committee | Nomination and Compensation Committee. An independent outside director serves as chair, and a majority of the committee members are independent outside directors. |
| Changes this time | The Company received 4 written shareholder proposals from the shareholder who submitted these proposals, and the Board of Directors resolved to oppose all of them. |
Items this document does not state (4)
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.The Company cited the risk that the proposals could undermine the balance among growth investment, funding for business operations and shareholder returns; that governance and value sharing with shareholders are already sufficient under the current Board composition, Nomination and Compensation Committee and compensation system; that making independent outside directors a majority and incorporating requirements for specific personnel into the Articles of Incorporation could reduce flexibility in selecting candidates; that granting restricted stock compensation to independent outside directors could impair their independence; and that changing the record date could increase the schedules and administrative workload and costs associated with the general meeting and audit.