Protection of Minority Shareholders in Transactions with Controlling Shareholders
First written in FY2017. 5 of 7 entries say "Restated". Latest entry: 2026-06-25.
46 other companies' latest entry also says "Restated".
- 2026-06-25RestatedGovernance
「As a rule, we do not conduct material transactions with the controlling shareholder. We have established a special committee composed solely of independent outside directors. If the company were to conduct a material transaction with the controlling shareholder that involved a conflict of interest with minority shareholders, the special committee would deliberate and consider the matter, and approval would be obtained from the Board of Directors. The terms and conditions of transactions relating to the brokerage of securities purchases and sales are the same as those applicable to transactions by other general customers.」
The company reconfirmed its policy of generally not conducting material transactions with the controlling shareholder, deliberation and consideration by a special committee composed solely of independent outside directors, approval by the Board of Directors, and transaction terms identical to those for general customers. - FY2022AdvancedAnnual report
「As a general policy, we do not conduct material transactions with the controlling shareholder, excluding transactions involving the brokerage of purchases and sales of securities. In the exceptional event that we conduct a transaction with the controlling shareholder, we will hold thorough discussions concerning the necessity of the transaction and the appropriateness of its terms in light of the general terms for similar transactions, and make decisions after obtaining resolutions of the Special Committee and the Board of Directors.」
In addition to the previous measures, including Board resolutions, the company specifies a general policy of not conducting material transactions and deliberation and review by the Special Committee. - FY2021RestatedAnnual report
「When conducting transactions with the controlling shareholder, other than brokerage transactions involving the purchase and sale of securities, we will hold thorough discussions concerning the necessity of the transaction and the appropriateness of its terms in light of the general terms for similar transactions, and make decisions after obtaining a resolution of the Board of Directors. We will also seek the opinion of an independent expert on the reasonableness and appropriateness of the transaction terms when necessary.」
The policy of protecting minority shareholders in transactions with the controlling shareholder through Board resolutions and, when necessary, opinions from independent experts is reconfirmed. - FY2020RestatedAnnual report
「When conducting transactions with the controlling shareholder, other than brokerage transactions involving the purchase and sale of securities, we will hold thorough discussions concerning the necessity of the transaction and the appropriateness of its terms in light of the general terms for similar transactions, and make decisions after obtaining a resolution of the Board of Directors.」
The policy of protecting minority shareholders in transactions with the controlling shareholder through Board resolutions and other measures is reconfirmed. - FY2019RestatedAnnual report
「When conducting transactions with the controlling shareholder, other than brokerage transactions involving the purchase and sale of securities, we will hold thorough discussions concerning the necessity of the transaction and the appropriateness of its terms in light of the general terms for similar transactions, and make decisions after obtaining a resolution of the Board of Directors. We will also seek the opinion of an independent expert on the reasonableness and appropriateness of the transaction terms when necessary.」
The policy of protecting minority shareholders in transactions with the controlling shareholder through Board resolutions and opinions from independent experts is restated. - FY2018RestatedAnnual report
「When conducting transactions with the controlling shareholder, other than brokerage transactions involving the purchase and sale of securities, we will hold thorough discussions concerning the necessity of the transaction and the appropriateness of its terms in light of the general terms for similar transactions, and make decisions after obtaining a resolution of the Board of Directors. We will also seek the opinion of an independent expert on the reasonableness and appropriateness of the transaction terms when necessary.」
The policy of protecting minority shareholders in transactions with the controlling shareholder through Board resolutions and opinions from independent experts is restated. - FY2017First statedAnnual report
「When conducting transactions with the controlling shareholder, other than brokerage transactions involving the purchase and sale of securities, we will hold thorough discussions concerning the necessity of the transaction and the appropriateness of its terms in light of the general terms for similar transactions, and make decisions after obtaining a resolution of the Board of Directors. We will also seek the opinion of an independent expert on the reasonableness and appropriateness of the transaction terms when necessary. Transaction terms for brokerage transactions involving the purchase and sale of securities are the same as those applicable to transactions with other general customers.」
The company describes a policy of protecting minority shareholders in transactions with the controlling shareholder through Board resolutions, opinions from independent experts, and terms equivalent to those offered to general customers.