Governance structure
Company with an Audit and Supervisory Committeeno parent company
When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.
社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.
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.
From the perspective of capital efficiency, the company sold all of its cross-shareholdings (listed shares). It will not hold any cross-shareholdings in the future.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
None (the policy was abolished upon the conclusion of the annual general meeting held on 24 March 2023)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The company sold all of its cross-shareholdings and stated its policy of not holding any such shares in the future. No other changes from the previous report are explicitly stated.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 9 / Outside 6 |
| Number of independent officers | 6 |
| Committee | Name Nomination and Compensation Committee / All committee members 9 / Outside members 6 / Percentage of outside members 6/9 (two-thirds) / Chair Outside Directors |
| Policy on cross-shareholdings | From the perspective of capital efficiency, the company sold all of its cross-shareholdings (listed shares). It will not hold any cross-shareholdings in the future. |
| Takeover defenses | None (the policy was abolished upon the conclusion of the annual general meeting held on 24 March 2023) |
| Controlling shareholder | None (no parent company) |
| Changes this time | The company sold all of its cross-shareholdings and stated its policy of not holding any such shares in the future. No other changes from the previous report are explicitly stated. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.All cross-shareholdings were sold from the perspective of capital efficiency. The company stated that adopting a company with an Audit and Supervisory Committee and having a majority of outside directors would strengthen management oversight and accelerate decision-making.