Komori
Governance7278EXEDY CorporationAutomobiles and transportation equipment

Notice Regarding Partial Amendments to the Articles of Incorporation

Subject to approval at the Annual General Meeting of Shareholders, the company will transition from a company with an Audit & Supervisory Board to a company with a Three-Committee Board structure. In connection with this transition, provisions concerning the three committees and executive officers will be newly established, the maximum number of directors will be reduced from 12 to 11, and new business areas will be added to the company's business purposes.

Worth reading
79Important
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1
Reduction in the maximum number of directors (from 12 or fewer to 11 or fewer)
Wording
Conditional
How definitive the wording is.

Governance structure

The company currently has an Audit & Supervisory Board. Subject to approval of the amendments to the Articles of Incorporation at the Annual General Meeting of Shareholders on 19 June 2026, it plans to transition to a company with a Three-Committee Board structure.
Number of directorsThe proposed maximum is 11 directors (the number of outside directors is not disclosed)
Committee3
The Nomination CommitteeCompensation Committee and Audit Committee. Each committee will consist of at least 3 membersa majority of whom will be outside directors. The proportion of outside members on each committee is not disclosed.
Changes this time

Transition from a company with an Audit & Supervisory Board to a company with a Three-Committee Board structure; establishment of provisions concerning the Nomination, Compensation and Audit Committees and executive officers; deletion of provisions concerning Audit & Supervisory Board Members and the Audit & Supervisory Board; reduction in the maximum number of directors from 12 or fewer to 11 or fewer; expansion of the scope of limitation of liability agreements; and addition of new business purposes.

Governance structure
ItemDetails
Corporate Governance StructureThe company currently has an Audit & Supervisory Board. Subject to approval of the amendments to the Articles of Incorporation at the Annual General Meeting of Shareholders on 19 June 2026, it plans to transition to a company with a Three-Committee Board structure.
Number of directorsThe proposed maximum is 11 directors (the number of outside directors is not disclosed)
CommitteeThe Nomination Committee, Compensation Committee and Audit Committee. Each committee will consist of at least 3 members, a majority of whom will be outside directors. The proportion of outside members on each committee is not disclosed.
Changes this timeTransition from a company with an Audit & Supervisory Board to a company with a Three-Committee Board structure; establishment of provisions concerning the Nomination, Compensation and Audit Committees and executive officers; deletion of provisions concerning Audit & Supervisory Board Members and the Audit & Supervisory Board; reduction in the maximum number of directors from 12 or fewer to 11 or fewer; expansion of the scope of limitation of liability agreements; and addition of new business purposes.
Items this document does not state (4)
Number of independent officersPolicy 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.

To establish provisions accompanying the transition to a company with a Three-Committee Board structure, reduce the maximum number of directors, revise limitation of liability agreements in light of amendments to the Companies Act, prepare for new businesses as part of the transformation of the business portfolio, and make other necessary changes, including renumbering of the articles, in connection with these changes.

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 Partial Amendments to the Articles of Incorporation | EXEDY Corporation (7278) timely disclosure | Komori