Komori
Governance7047PORT INC.Information and Communications, Services and Others

Notice Concerning Partial Amendments to the Articles of Incorporation

The provisions governing the terms of office of Directors who are not Audit and Supervisory Committee Members will be clarified so that, when additional Directors are appointed or substitute Directors are elected, their terms of office will be aligned with those of the other incumbent Directors. For Directors who are Audit and Supervisory Committee Members, the provisions will be revised in line with applicable laws and regulations so as not to permit a shortening of their terms of office when the number of Directors is increased, with only the term of office upon the election of a substitute Director being specified. The amendments are subject to approval at the General Meeting of Shareholders.

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Governance structure

Company with an Audit and Supervisory Committee
Changes this time

A provision will be added stipulating that the terms of office of Directors who are not Audit and Supervisory Committee Members, when additional Directors are appointed or substitute Directors are elected, will run until the expiration of the terms of office of the other incumbent Directors. The provisions governing the terms of office of Directors who are Audit and Supervisory Committee Members will also be revised in line with applicable laws and regulations. The provision concerning the shortening of the terms of office of Audit and Supervisory Committee Members when the number of Directors is increased will be deleted, and the term of office of a Director elected as a substitute Audit and Supervisory Committee Member will be set to run until the expiration of the term of office of the Director whose position became vacant.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Changes this timeA provision will be added stipulating that the terms of office of Directors who are not Audit and Supervisory Committee Members, when additional Directors are appointed or substitute Directors are elected, will run until the expiration of the terms of office of the other incumbent Directors. The provisions governing the terms of office of Directors who are Audit and Supervisory Committee Members will also be revised in line with applicable laws and regulations. The provision concerning the shortening of the terms of office of Audit and Supervisory Committee Members when the number of Directors is increased will be deleted, and the term of office of a Director elected as a substitute Audit and Supervisory Committee Member will be set to run until the expiration of the term of office of the Director whose position became vacant.
Items this document does not state (6)
Number of directorsNumber of independent officersCommitteePolicy on cross-shareholdingsTakeover defensesControlling shareholder

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.

Following the transition to a Company with an Audit and Supervisory Committee, the Companies Act does not permit the Company to shorten the terms of office of Directors who are Audit and Supervisory Committee Members through provisions in the Articles of Incorporation. The provisions will therefore be revised to fully comply with the Companies Act. In addition, the provisions will clarify that the terms of office of Directors who are not Audit and Supervisory Committee Members, when additional Directors are appointed or substitute Directors are elected, will be aligned with those of the other incumbent Directors.

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Notice Concerning Partial Amendments to the Articles of Incorporation | PORT INC. (7047) timely disclosure | Komori