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.
社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.
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 acquires and holds cross-shareholdings only when it determines that they will contribute to sustainable growth and the enhancement of corporate value over the medium to long term, for the purposes of strategic business development, creating business opportunities, and establishing, maintaining and strengthening business relationships. In fiscal 2025, 6 holdings amounting to ¥91.4 billion were reduced through sales and other measures, bringing the ratio to total equity (consolidated) to 7.1% (down 1.5 percentage points year on year). The company will continue to strive to keep this ratio below 10%.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The report describes the reduction of cross-shareholdings in fiscal 2025, the policy of not handling materiality through a standalone meeting body from fiscal 2026 onward and instead incorporating it into existing management processes, and the fiscal 2025 evaluation of the effectiveness of the Board of Directors and the policy for future action. The item explicitly identified as a difference from the previous report is Not disclosed.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 12 / Outside 6 |
| Number of independent officers | 6 |
| Committee | Name Executive Nomination and Compensation Committee / Outside members 6 of 8 outside members (75%) |
| Policy on cross-shareholdings | The company acquires and holds cross-shareholdings only when it determines that they will contribute to sustainable growth and the enhancement of corporate value over the medium to long term, for the purposes of strategic business development, creating business opportunities, and establishing, maintaining and strengthening business relationships. In fiscal 2025, 6 holdings amounting to ¥91.4 billion were reduced through sales and other measures, bringing the ratio to total equity (consolidated) to 7.1% (down 1.5 percentage points year on year). The company will continue to strive to keep this ratio below 10%. |
| Takeover defenses | Not adopted |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | The report describes the reduction of cross-shareholdings in fiscal 2025, the policy of not handling materiality through a standalone meeting body from fiscal 2026 onward and instead incorporating it into existing management processes, and the fiscal 2025 evaluation of the effectiveness of the Board of Directors and the policy for future action. The item explicitly identified as a difference from the previous report is Not disclosed. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Cross-shareholdings were reduced based on the results of reviews of their significance and economic rationale. To deepen materiality initiatives into highly effective measures aligned with business strategy, materiality will no longer be handled by a standalone meeting body from fiscal 2026 onward, but will instead be incorporated into existing management processes.