Transition to a Company with an Audit and Supervisory Committee
First written in FY2016. 3 of 6 entries say "Advanced", first in FY2025. Latest entry: FY2026.
- FY2026AdvancedAnnual report
「As proposals for resolution at the 97th Annual General Meeting of Shareholders scheduled for 25 June 2026, the company has proposed the election of 4 directors, excluding directors who are Audit and Supervisory Committee members, and the election of 1 director who is an Audit and Supervisory Committee member. If the proposals are approved, the Board of Directors will consist of 2 internal directors and 5 outside directors, the Audit and Supervisory Committee will consist of 3 outside directors, and the voluntary Nomination and Compensation Committee will consist of 1 internal director and 2 independent outside directors.」
While maintaining the frameworks of a company with an Audit and Supervisory Committee and a Nomination and Compensation Committee, the company specified the composition of the Board of Directors and Audit and Supervisory Committee following the June 2026 Annual General Meeting of Shareholders. - 2026-06-04AdvancedGeneral Meetings of Shareholders
「We expect Hiroshi Shimozono to promote the three pillars of the medium-term business plan “R3”—“multifaceted expansion of existing businesses,” “diversification of the business portfolio,” and “fostering a culture in which we learn from failure and feel our growth”—and to enhance our corporate value by stabilizing our management and financial base and guiding the company onto a growth trajectory.」
Within the framework of a company with an Audit and Supervisory Committee, the expected role of the director nominee was defined specifically as advancing R3. - FY2025AdvancedAnnual report
「As proposals for resolution at the 96th Annual General Meeting of Shareholders scheduled for 25 June 2025, the company has proposed the election of 4 directors, excluding directors who are Audit and Supervisory Committee members, and the election of 2 directors who are Audit and Supervisory Committee members. If the proposals are approved, the Board of Directors will consist of 2 internal directors and 5 outside directors, the Audit and Supervisory Committee will consist of 3 outside directors, and the voluntary Nomination and Compensation Committee will consist of 1 internal director and 2 independent outside directors.」
While maintaining the framework of a company with an Audit and Supervisory Committee, the company proposed changing the post-shareholders' meeting composition to 2 internal directors and 5 outside directors on the Board of Directors, and 3 outside directors on the Audit and Supervisory Committee. - FY2019RestatedAnnual report
「The company appointed outside directors and Audit and Supervisory Committee members and considered that mutual monitoring by directors and audits by the Audit and Supervisory Committee would ensure management monitoring and oversight. Following a resolution at the 87th Annual General Meeting of Shareholders held on 28 June 2016, it established an Audit and Supervisory Committee in addition to the existing Board of Directors and other bodies.」
Following the change to a company with an Audit and Supervisory Committee, the company continues its monitoring and oversight structure involving outside directors and the Audit and Supervisory Committee. - FY2017RestatedAnnual report
「To further strengthen management oversight and corporate governance and enhance the soundness and efficiency of management, the company established an Audit and Supervisory Committee in addition to the existing Board of Directors and other bodies, following a resolution at the 87th Annual General Meeting of Shareholders held on 28 June 2016.」
Following the change to a company with an Audit and Supervisory Committee, the company continues to operate an oversight and audit structure involving the Audit and Supervisory Committee, outside directors and the Board of Directors. - FY2016First statedAnnual report
「To further strengthen the Board of Directors' oversight of management and corporate governance and enhance the soundness and efficiency of management, the company changed from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee, pursuant to a resolution at the 87th Annual General Meeting of Shareholders held on 28 June 2016.」
The company changed to a company with an Audit and Supervisory Committee on 28 June 2016, and set out the strengthening of oversight functions, soundness and efficiency as objectives.