Governance structure
Company with an Audit and Supervisory Committeedirect ownership: 52.83%; combined ownership: —). Unlisted.
When 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.
No changes from the previous report are stated.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 7 (including 3 outside directors) |
| Number of independent officers | 3 |
| Committee | Special committee (3 outside members; 100%) |
| Controlling shareholder | NAJホールディングス株式会社, voting rights ratio 52.83% (direct ownership: 52.83%; combined ownership: —). Unlisted. |
| Changes this time | No changes from the previous report are stated. |
Items this document does not state (2)
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.When transactions with a controlling shareholder occur, the Company confirms the rationality of the transaction and the appropriateness of its contents and terms so as not to impair the interests of minority shareholders, and, as necessary, the Board of Directors decides whether the transaction should be executed. For this tender offer, the Company obtained an opinion from a special committee composed of independent outside directors with no conflicts of interest.