Governance structure
Company with an Audit and Supervisory Committee (planned transition at this General Meeting of Shareholders)The company is pursuing the sale of its shares in KDDI Corporation and a policy of reducing shareholders’ equity. The targets and results for reducing policy shareholdings overall are Not disclosed
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
The company plans to transition from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee. The company proposal provides for a Board of Directors comprising 13 members in total, consisting of 10 directors who are not Audit and Supervisory Committee members and 3 Audit and Supervisory Committee members, with outside directors constituting a majority. In July 2025, the Nomination and Compensation Committee selected outside director Kakiuchi Eiji (垣内永次) as its chair.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee (planned transition at this General Meeting of Shareholders) |
| Number of directors | Total of 13 directors (10 directors who are not Audit and Supervisory Committee members and 3 Audit and Supervisory Committee members). There are 7 outside directors (5 outside directors who are not Audit and Supervisory Committee members and 2 outside directors who are Audit and Supervisory Committee members). |
| Committee | Nomination and Compensation Committee. A majority of the members are independent outside directors. The specific proportion of outside members is Not disclosed |
| Policy on cross-shareholdings | The company is pursuing the sale of its shares in KDDI Corporation and a policy of reducing shareholders’ equity. The targets and results for reducing policy shareholdings overall are Not disclosed |
| Changes this time | The company plans to transition from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee. The company proposal provides for a Board of Directors comprising 13 members in total, consisting of 10 directors who are not Audit and Supervisory Committee members and 3 Audit and Supervisory Committee members, with outside directors constituting a majority. In July 2025, the Nomination and Compensation Committee selected outside director Kakiuchi Eiji (垣内永次) as its chair. |
Items this document does not state (3)
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.Regarding the acquisition of treasury shares, the company determined that the maximum aggregate amount of ¥500 billion over the two fiscal years under the company’s plan is appropriate, taking into comprehensive consideration the need to balance growth investment, shareholder returns and appropriate share price formation. Regarding the dismissal of Yamaguchi (山口氏), the company determined that he has played an important role in management and governance reforms and remains necessary to deliver the results of those reforms and facilitate the transition to the new management structure. Regarding the election of Okamura (岡村氏), the company determined that the candidates proposed by the company are appropriate based on the size and skills balance of the Board of Directors, the accounting, legal and compliance expertise required of Audit and Supervisory Committee members, and comparisons with the existing candidates.