Governance structure
Company with an Audit and Supervisory CommitteeWhen 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.
The Company holds policy cross-shareholdings only where there is a rational basis for maintaining or developing business relationships and verifies the appropriateness of each holding annually from both qualitative and quantitative perspectives. Where no rational basis is recognized, the Company considers selling the shares and seeks to reduce its holdings. In fiscal 2025, the Company reviewed all of its shareholdings, including unlisted shares, and confirmed that the majority of holdings had economic rationale. 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.
Not adopted
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The Company conducted its fiscal 2025 evaluation of the effectiveness of the Board of Directors and identified as issues and measures increasing the number of independent outside directors, further ensuring diversity, deepening discussions on key themes, and improving Board materials and communication with investors and shareholders.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total: 9 directors (including 5 outside directors) |
| Number of independent officers | 4 |
| Committee | Name Nomination and Compensation Advisory Committee, Audit and Supervisory Committee, Sustainability Committee, Risk Management Steering Committee, Business Risk Committee, Financial Instruments and Exchange Act Internal Control Evaluation Committee, Ethics and Compliance Committee / Percentage of outside members The Nomination and Compensation Advisory Committee consists of 4 members, including 3 outside directors, of whom 2 are independent outside directors. The chair is an independent outside director, and a majority of the committee members are independent outside directors. For the other committees, Not disclosed |
| Policy on cross-shareholdings | The Company holds policy cross-shareholdings only where there is a rational basis for maintaining or developing business relationships and verifies the appropriateness of each holding annually from both qualitative and quantitative perspectives. Where no rational basis is recognized, the Company considers selling the shares and seeks to reduce its holdings. In fiscal 2025, the Company reviewed all of its shareholdings, including unlisted shares, and confirmed that the majority of holdings had economic rationale. The number of holdings and their value are Not disclosed |
| Takeover defenses | Not adopted |
| Controlling shareholder | None |
| Changes this time | The Company conducted its fiscal 2025 evaluation of the effectiveness of the Board of Directors and identified as issues and measures increasing the number of independent outside directors, further ensuring diversity, deepening discussions on key themes, and improving Board materials and communication with investors and shareholders. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To accelerate decision-making and strengthen the Board of Directors' supervisory function by delegating authority over important business execution decisions to executive directors following the transition to a company with an Audit and Supervisory Committee. Also, to continuously improve the effectiveness of the Board of Directors and corporate governance.