Oversight by a Majority of Outside Directors and Companies with a Nominating Committee, etc.
First written in FY2018. 3 of 7 entries say "Advanced", first in FY2019. Latest entry: 2026-04-20.
The whole theme swung hardest in 2021: 3 of 37 companies on the "Worse" side.
21 other companies' latest entry also says "Advanced".
- 2026-04-20AdvancedGovernance
「In selecting candidates for director, the nomination committee has been entrusted with considering the organizational and management structure aligned with future business development, opportunities to increase access to advice from external experts, and the areas of expertise to be prioritized.」
The policy for selecting director candidates takes into account a management structure aligned with business development, opportunities to obtain advice from external experts, and priority areas of expertise in the evaluation of the Board of Directors’ effectiveness. The original thread remains unchanged. - FY2026AdvancedAnnual report
「The company has proposed the election of 4 directors as an agenda item for the Annual General Meeting of Shareholders scheduled for 16 April 2026. If the proposal is approved as submitted, the composition of the board will be as shown in the table below.」
The company plans to maintain a 4-director structure, including 3 outside directors, with the board changing from Fujimoto Akinori (藤本明徳) to certified public accountant Yamashita Takashi (山下隆), who is planned to serve as chair of the Audit Committee and in other roles. As of the filing date, this remains a planned arrangement. - FY2022RestatedAnnual report
「During the fiscal year, the board consisted of 4 directors: 1 inside director who also served as an executive officer and 3 outside directors. Following the Annual General Meeting of Shareholders held on 13 April 2022, it consisted of the same 4 directors.」
The company continues to maintain a board comprising 1 inside director and 3 outside directors, with Audit and Compensation Committees composed exclusively of outside directors. - FY2021RestatedAnnual report
「During the fiscal year, the board consisted of 4 directors: 1 inside director who also served as an executive officer and 3 outside directors. Following the Annual General Meeting of Shareholders held on 13 April 2021, it consisted of the same 4 directors.」
The company continues to maintain a board comprising 1 inside director and 3 outside directors, along with a committee structure centered on outside directors. - FY2020RestatedAnnual report
「During the fiscal year, the board consisted of 4 directors: 1 inside director who also served as an executive officer and 3 outside directors. Following the Annual General Meeting of Shareholders held on 14 April 2020, it consisted of the same 4 directors. The board also established a Nominating Committee in which outside directors constituted a majority, and Audit and Compensation Committees composed exclusively of outside directors.」
The company continues to maintain a board comprising 1 inside director and 3 outside directors, along with 3 committees led by outside directors. - FY2019AdvancedAnnual report
「After the Annual General Meeting of Shareholders held on 16 April 2019, the board consisted of 4 directors: 1 inside director who also served as an executive officer and 3 outside directors. The board also established a Nominating Committee, in which outside directors constituted a majority, and Audit and Compensation Committees composed exclusively of outside directors.」
The company has stated that, following the Annual General Meeting of Shareholders, the board consisted of 1 inside director and 3 outside directors, with the Audit and Compensation Committees composed exclusively of outside directors. - FY2018First statedAnnual report
「The Articles of Incorporation stipulate that outside directors with no direct interests in the company must constitute a majority. At the same time, we established criteria for a compensation system based on the separate responsibilities of management oversight and business execution.」
The company explains that it continues to maintain a governance structure in which outside directors constitute a majority and management oversight is separated from business execution.