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Governance7175The Imamura Securities Co.,Ltd.Financials (excluding banks)

Notice Regarding Officer Appointments Associated with the Transition to a Company with an Audit and Supervisory Committee

Following the annual general meeting of shareholders scheduled for 23 June 2026, the company plans to transition from a company with a Board of Corporate Auditors to a Company with an Audit & Supervisory Committee. The candidates for directors after the transition have been disclosed. The company is expected to have 4 outside directors and 4 independent officers, and 1 current director is scheduled to retire.

Worth reading
80Important
Scored from 3 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
4
People (planned outside directors and independent officers after the transition)
Wording
Avoiding a definitive answer
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Committee (subject to approval at the annual general meeting of shareholders scheduled for 23 June 2026 and other relevant meetings)
Number of directors12 directors (including 4 outside directors and 3 directors who are Audit & Supervisory Committee members; based on the post-transition candidates)
Number of independent officers4Number

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.

Committee2
Audit & Supervisory Committee: 2 outside members out of 3 memberswith outside members accounting for two-thirds. Nominating and Compensation Committee: not disclosed
Changes this time

The company plans to transition to a Company with an Audit & Supervisory Committee. It has determined the candidates for directors after the transition, and Koichi Yamauchi (山内幸一) is scheduled to retire. Shinsaku Yamagishi (山岸晋作) is scheduled to change from outside corporate auditor to outside director, and Jun Hayakawa (早川潤) is scheduled to change from outside corporate auditor to outside director who is an Audit & Supervisory Committee member.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Committee (subject to approval at the annual general meeting of shareholders scheduled for 23 June 2026 and other relevant meetings)
Number of directors12 directors (including 4 outside directors and 3 directors who are Audit & Supervisory Committee members; based on the post-transition candidates)
Number of independent officers4 people (planned)
CommitteeAudit & Supervisory Committee: 2 outside members out of 3 members, with outside members accounting for two-thirds. Nominating and Compensation Committee: not disclosed
Changes this timeThe company plans to transition to a Company with an Audit & Supervisory Committee. It has determined the candidates for directors after the transition, and Koichi Yamauchi (山内幸一) is scheduled to retire. Shinsaku Yamagishi (山岸晋作) is scheduled to change from outside corporate auditor to outside director, and Jun Hayakawa (早川潤) is scheduled to change from outside corporate auditor to outside director who is an Audit & Supervisory Committee member.
Items this document does not state (3)
Policy 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.

The company explains that the officer appointments are being made in connection with the transition to a Company with an Audit & Supervisory Committee. No specific reason for the transition has been provided.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Officer Appointments Associated with the Transition to a Company with an Audit and Supervisory Committee | The Imamura Securities Co.,Ltd. (7175) timely disclosure | Komori