Governance structure
Company with an Audit and Supervisory Committeeno controlling shareholder or 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.
Cross-shareholdings whose rationale for ownership is considered weak will be disposed of or reduced as promptly as possible. Cross-shareholdings represented 16.78% of consolidated net assets at the end of the fiscal year ended March 2026, and the company aims to reduce this to 10% by the fiscal year ending March 2028. The number of holdings and their value are Not disclosed.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
None (not adopted)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
As of 25 June 2026, the board of directors comprises 8 directors, including 4 outside directors, and 3 directors serving as Audit and Supervisory Committee members, including 2 outside directors, for a total of 11. Murayama Hitoshi (村山 均) and Tonoi Keiko (外ノ池 佳子) are listed as newly nominated outside directors and outside director nominees for the Audit and Supervisory Committee, respectively. Cross-shareholdings accounted for 16.78%, and the company has resolved to target 10% by the fiscal year ending March 2028.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 11 / Outside 6 |
| Number of independent officers | 6 |
| Committee | Nomination Review Committee All committee members 4 / Outside members 4 (100%) / Chair Outside Directors / Compensation Review Committee All committee members 6 / Outside members 4 (66.7%) / Chair Outside Directors / Audit and Supervisory Committee All committee members 3 / Outside members 2 (66.7%) / Chair Inside directors |
| Policy on cross-shareholdings | Cross-shareholdings whose rationale for ownership is considered weak will be disposed of or reduced as promptly as possible. Cross-shareholdings represented 16.78% of consolidated net assets at the end of the fiscal year ended March 2026, and the company aims to reduce this to 10% by the fiscal year ending March 2028. The number of holdings and their value are Not disclosed. |
| Takeover defenses | None (not adopted) |
| Controlling shareholder | None (no controlling shareholder or parent company) |
| Changes this time | As of 25 June 2026, the board of directors comprises 8 directors, including 4 outside directors, and 3 directors serving as Audit and Supervisory Committee members, including 2 outside directors, for a total of 11. Murayama Hitoshi (村山 均) and Tonoi Keiko (外ノ池 佳子) are listed as newly nominated outside directors and outside director nominees for the Audit and Supervisory Committee, respectively. Cross-shareholdings accounted for 16.78%, and the company has resolved to target 10% by the fiscal year ending March 2028. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The stated rationale for the board of directors is to ensure diversity, balance and an appropriate size through directors with a range of expertise and experience, as well as independent, objective advice and oversight from outside directors. For cross-shareholdings, the stated policy is to dispose of or reduce holdings whose rationale for ownership has weakened and to assess them against the cost of capital.