Governance structure
Company with an Audit and Supervisory CommitteeWhen 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.
The Company does not hold shares of business partners or other companies except where it determines that doing so will contribute to building, facilitating or strengthening stable, long-term business relationships with business partners, or to enhancing the Company's corporate value over the medium to long term. The shares currently held are reviewed each fiscal year, and if their significance or rationale is no longer recognized, the Company will take steps to reduce its holdings. The Company holds 6 securities: SUBARU CORPORATION, 250,365 shares valued at ¥621.783 million; Sumitomo Mitsui Trust Group,Inc., 31,386 shares valued at ¥153.854 million; SAIBO Co.,Ltd., 119,100 shares valued at ¥75.985 million; Resona Holdings, Inc., 33,306 shares valued at ¥57.369 million; 株式会社オーイズミ, 74,000 shares valued at ¥24.420 million; and SATO SHO-JI CORPORATION, 3,000 shares valued at ¥7.071 million.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted. No information is provided on renewal or abolition.
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
A voluntary compensation committee was established on 1 April 2026. The compensation committee comprises no more than 3 directors, including outside directors.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total of 8, including 2 outside directors |
| Number of independent officers | 2 |
| Committee | Voluntary compensation committee comprising 3 members, including 1 outside director, with outside members accounting for 1/3. No voluntary committee equivalent to a nomination committee has been established. The Audit & Supervisory Committee has 3 members, including 2 outside directors, and is chaired by an internal director. The Company has also established a Sustainability Committee, Compliance Committee, Risk Management Committee and other committees. |
| Policy on cross-shareholdings | The Company does not hold shares of business partners or other companies except where it determines that doing so will contribute to building, facilitating or strengthening stable, long-term business relationships with business partners, or to enhancing the Company's corporate value over the medium to long term. The shares currently held are reviewed each fiscal year, and if their significance or rationale is no longer recognized, the Company will take steps to reduce its holdings. The Company holds 6 securities: SUBARU CORPORATION, 250,365 shares valued at ¥621.783 million; Sumitomo Mitsui Trust Group,Inc., 31,386 shares valued at ¥153.854 million; SAIBO Co.,Ltd., 119,100 shares valued at ¥75.985 million; Resona Holdings, Inc., 33,306 shares valued at ¥57.369 million; 株式会社オーイズミ, 74,000 shares valued at ¥24.420 million; and SATO SHO-JI CORPORATION, 3,000 shares valued at ¥7.071 million. |
| Takeover defenses | Not adopted. No information is provided on renewal or abolition. |
| Controlling shareholder | No controlling shareholder or parent company. |
| Changes this time | A voluntary compensation committee was established on 1 April 2026. The compensation committee comprises no more than 3 directors, including outside directors. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to enhance the rationality and transparency of the Board of Directors' decision-making concerning directors' compensation and other related matters.