Komori
Governance8084RYODEN CORPORATIONTrading & Wholesale

Corporate Governance Report 2026/10/30

The company reports on its institutional design as a company with an Audit and Supervisory Committee, the composition of its Board of Directors, its voluntary Nomination and Compensation Advisory Committee, and its policies on strategic shareholdings and takeover defenses. This report also presents the results of the Board’s effectiveness evaluation for fiscal 2025 and the issues and measures going forward.

Worth reading
65In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
9
Members (total number of directors)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
No controlling shareholder exists

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.

Number of directors9 in total, including 5 outside directors (as of 25 June 2026)
Number of independent officers4Number

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.

Committee8
Voluntary Nomination and Compensation Advisory Committee (5 membersincluding 2 independent outside directors and 3 outside directors; the chair is an independent outside directorand independent outside directors constitute a majority of the committee)Risk Management CommitteeSustainability CommitteeCompliance CommitteeInternal Control Evaluation Committee under the Financial Instruments and Exchange Actand others. The proportion of outside members on other committees is 非開示
Policy on cross-shareholdings

The company holds shares strategically only when doing so is rational in terms of maintaining and developing business relationships. It reviews these holdings annually, examining each issue from both qualitative and quantitative perspectives, and considers selling and reducing holdings when their rationale is not recognised. On 24 December 2025, the company reviewed all shares held and confirmed that most holdings had economic rationale. The number of issues and amount are Not disclosed

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

Not adopted

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

The company conducted its Board effectiveness evaluation for fiscal 2025 and identified increasing the number of independent outside directors and further ensuring diversity, the timing, quality and volume of materials provided, and deeper discussion of key themes as issues. Changes in the institutional design and committee composition from the previous report are Not disclosed

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directors9 in total, including 5 outside directors (as of 25 June 2026)
Number of independent officers4
CommitteeVoluntary Nomination and Compensation Advisory Committee (5 members, including 2 independent outside directors and 3 outside directors; the chair is an independent outside director, and independent outside directors constitute a majority of the committee), Risk Management Committee, Sustainability Committee, Compliance Committee, Internal Control Evaluation Committee under the Financial Instruments and Exchange Act, and others. The proportion of outside members on other committees is Not disclosed
Policy on cross-shareholdingsThe company holds shares strategically only when doing so is rational in terms of maintaining and developing business relationships. It reviews these holdings annually, examining each issue from both qualitative and quantitative perspectives, and considers selling and reducing holdings when their rationale is not recognised. On 24 December 2025, the company reviewed all shares held and confirmed that most holdings had economic rationale. The number of issues and amount are Not disclosed
Takeover defensesNot adopted
Controlling shareholderNo controlling shareholder exists
Changes this timeThe company conducted its Board effectiveness evaluation for fiscal 2025 and identified increasing the number of independent outside directors and further ensuring diversity, the timing, quality and volume of materials provided, and deeper discussion of key themes as issues. Changes in the institutional design and committee composition from the previous report are Not disclosed

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The transition to a company with an Audit and Supervisory Committee allows the company to delegate authority for decisions on important business execution to executive directors, speeding up decision-making, while the Board of Directors focuses on overseeing management strategy and material risks. The voluntary Nomination and Compensation Advisory Committee was established to ensure fairness, transparency and objectivity in procedures relating to nominations and compensation.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Corporate Governance Report 2026/10/30 | RYODEN CORPORATION (8084) timely disclosure | Komori