Governance structure
Company with an audit and supervisory board. A proposal to transition to a company with a three-committee board structure is scheduled to be submitted to the annual general meeting of shareholders planned 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 holding each policy-held share by comprehensively assessing both quantitative and qualitative factors, and verifies the holdings through the Board of Directors. In principle, shares will be sold when the significance of holding them is not recognized. In fiscal 2024, the number of holdings other than unlisted shares decreased by 5, to 42 as of the end of 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.
Effective 1 April 2026, the Sustainability Promotion Committee was renamed the Sustainability Committee, and the Public Relations Department, Sustainability Promotion Department, and IR/SR Department were integrated into the Stakeholder Engagement Department. A proposal to transition to a company with a three-committee board structure is also scheduled to be submitted to the annual general meeting of shareholders planned for June 2026.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an audit and supervisory board. A proposal to transition to a company with a three-committee board structure is scheduled to be submitted to the annual general meeting of shareholders planned for June 2026. |
| Number of directors | 11 directors, including 7 outside directors |
| Number of independent officers | 7 (7 independent outside directors; 3 independent outside audit and supervisory board members) |
| Committee | Voluntary Nominating Committee: 3 of 4 members are outside officers, or 75%. Governance and Compensation Committee: 4 of 6 members are outside officers, or approximately 66.7%. Sustainability Committee: includes outside advisers, but the proportion of outside committee members is Not disclosed. Following the transition, the company plans to establish the statutory Nominating Committee, Audit Committee and Compensation Committee. Independent outside directors will constitute a majority of each committee, and each committee will be chaired by an independent outside director. |
| Policy on cross-shareholdings | Each year, the company reviews the significance of holding each policy-held share by comprehensively assessing both quantitative and qualitative factors, and verifies the holdings through the Board of Directors. In principle, shares will be sold when the significance of holding them is not recognized. In fiscal 2024, the number of holdings other than unlisted shares decreased by 5, to 42 as of the end of March 2025, with a total balance sheet carrying amount of ¥126,988 million. |
| Takeover defenses | Not adopted |
| Controlling shareholder | There is no controlling shareholder. |
| Changes this time | Effective 1 April 2026, the Sustainability Promotion Committee was renamed the Sustainability Committee, and the Public Relations Department, Sustainability Promotion Department, and IR/SR Department were integrated into the Stakeholder Engagement Department. A proposal to transition to a company with a three-committee board structure is also scheduled to be submitted to the annual general meeting of shareholders planned for June 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To accelerate the transformation toward a value-creation corporate group that goes beyond the framework of a general trading company and to strengthen governance.