Governance structure
Company with an Audit & Supervisory Board (scheduled to transition to a Company with Three Committees, subject to submitting the proposal to the Ordinary General Meeting of Shareholders scheduled for June 2026)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.
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.
Each year, the company reviews the significance of its holdings in individual cross-shareholdings based on a comprehensive quantitative and qualitative assessment, and verifies the holdings at meetings of the Board of Directors. In principle, shares whose holding is not deemed meaningful are sold. In fiscal 2024, holdings other than unlisted shares decreased by 5 issues, leaving 42 issues as of 31 March 2025, with a total balance-sheet carrying amount of ¥126,988 million.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The company plans to submit a proposal to transition to a Company with Three Committees at the Ordinary General Meeting of Shareholders scheduled for June 2026. Following the transition, the company plans to have 15 directors (5 internal and 10 outside) and establish the three statutory committees. Effective 1 April 2026, the Sustainability Promotion Committee was renamed the Sustainability Committee, and the Public Relations Department, Sustainability Promotion Department, and IR and SR Department were consolidated to establish the Stakeholder Engagement Department.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit & Supervisory Board (scheduled to transition to a Company with Three Committees, subject to submitting the proposal to the Ordinary General Meeting of Shareholders scheduled for June 2026) |
| Number of directors | 11 directors, including 7 outside directors (as of the filing date). Following the transition, the company plans to have 15 directors, including 10 outside directors. |
| Number of independent officers | 7 independent outside directors. Although 3 independent outside Audit & Supervisory Board members are also listed, the total number reported as independent officers is Not disclosed |
| Committee | Voluntary Nomination Committee, Governance and Compensation Committee, Sustainability Committee, Compliance Committee, Internal Control Committee and others. The Nomination Committee comprises 3 outside officers out of 4, and the Governance and Compensation Committee comprises 4 outside officers out of 6. Following the transition, the company plans to establish the statutory Nomination Committee, Audit Committee and Compensation Committee, with each chairperson expected to be appointed from among the independent outside directors. |
| Policy on cross-shareholdings | Each year, the company reviews the significance of its holdings in individual cross-shareholdings based on a comprehensive quantitative and qualitative assessment, and verifies the holdings at meetings of the Board of Directors. In principle, shares whose holding is not deemed meaningful are sold. In fiscal 2024, holdings other than unlisted shares decreased by 5 issues, leaving 42 issues as of 31 March 2025, with a total balance-sheet carrying amount of ¥126,988 million. |
| Takeover defenses | Not adopted |
| Controlling shareholder | No controlling shareholder |
| Changes this time | The company plans to submit a proposal to transition to a Company with Three Committees at the Ordinary General Meeting of Shareholders scheduled for June 2026. Following the transition, the company plans to have 15 directors (5 internal and 10 outside) and establish the three statutory committees. Effective 1 April 2026, the Sustainability Promotion Committee was renamed the Sustainability Committee, and the Public Relations Department, Sustainability Promotion Department, and IR and SR Department were consolidated to establish the Stakeholder Engagement Department. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To strengthen governance as part of efforts to accelerate the transformation into a value-creation corporate group that goes beyond the framework of a general trading company. Related departments were consolidated to integrate and strengthen functions related to external disclosure and other matters.