Takeover Defense Measures Combining Information Provision, Evaluation Periods and Independent Committees
First written in FY2016. 25 of 32 entries say "Restated". Latest entry: FY2026.
- FY2026ReframedAnnual report
「In light of various developments and discussions concerning takeover defense measures since then, the Board of Directors resolved at its meeting held on 13 May 2026 to partially change and continue the measures as the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Policy for Responding to Takeovers),” subject to approval by the shareholders at the 100th Annual General Meeting of Shareholders scheduled for 25 June 2026, and disclosed the details on the same date.」
The Company resolved to partially change the name and content from the former “takeover defense measures” to the “Policy for Responding to Takeovers” and continue the policy subject to approval at the general meeting of shareholders scheduled for 25 June 2026. - FY2026-H1RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, involving evaluations and recommendations by the independent committee and countermeasures based on objective requirements. - FY2025-H1RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2024-Q2RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2024-Q1RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2023AdvancedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 10 May 2023 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 97th Annual General Meeting of Shareholders held on 28 June 2023 and approved by the shareholders.」
The procedures for continuing the takeover defense measures were advanced through the Board of Directors’ resolution in May 2023 and approval at the Annual General Meeting of Shareholders in June of the same year. - FY2023-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2023-Q2RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2022-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2022-Q2RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2022-Q1RestatedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2020 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 94th Annual General Meeting of Shareholders held on 25 June 2020 and approved by the shareholders.」
The Company is continuing the takeover defense measures approved by the Board of Directors in May 2020 and by the shareholders at the general meeting in June of the same year. - FY2021-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2021-Q2RestatedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2020 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 94th Annual General Meeting of Shareholders held on 25 June 2020 and approved by the shareholders.」
The Company is continuing the takeover defense measures approved by the Board of Directors in May 2020 and by the shareholders at the general meeting in June of the same year. - FY2020AdvancedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2020 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 94th Annual General Meeting of Shareholders held on 25 June 2020 and approved by the shareholders.」
The Board of Directors resolved to continue the takeover defense measures and obtained approval at the Annual General Meeting of Shareholders. - FY2020-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2020-Q2RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2020-Q1RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2019RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the takeover defense framework combining an independent committee, objective requirements, an evaluation period, and information disclosure. - FY2019-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2019-Q2RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2019-Q1RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is continuing the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2018RestatedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2017 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 91st Annual General Meeting of Shareholders held on 28 June 2017 and approved by the shareholders.」
The Company is continuing the takeover defense framework approved by the Board of Directors and the shareholders at the general meeting. - FY2018-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is reiterating the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2018-Q2RestatedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2017 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 91st Annual General Meeting of Shareholders held on 28 June 2017 and approved by the shareholders.」
The Company continues to describe the framework for the takeover defense measures approved by the Board of Directors in May 2017 and by the shareholders at the general meeting in June of the same year. - FY2018-Q1RestatedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2017 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 91st Annual General Meeting of Shareholders held on 28 June 2017 and approved by the shareholders.」
The Company continues to describe the framework for the takeover defense measures approved by the Board of Directors in May 2017 and by the shareholders at the general meeting in June of the same year. - FY2017AdvancedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 11 May 2017 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 91st Annual General Meeting of Shareholders held on 28 June 2017 and approved by the shareholders.」
The Board of Directors resolved to continue the takeover defense measures and obtained approval at the Annual General Meeting of Shareholders. The new plan applies to purchases of 20% or more and provides for an evaluation period of up to 60 or 90 days and an effective period of 3 years. - FY2017-Q3RestatedAnnual report
「In addition, under the above-mentioned item ③, the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” when a large-scale purchase occurs, the Company’s Board of Directors requests that the independent committee convene and, in principle, follows the committee’s evaluation and recommendations regarding the terms of the acquisition proposal and any countermeasures. Countermeasures are implemented only when predetermined reasonable and objective requirements are met. Accordingly, the policy seeks to eliminate arbitrary decisions by the Board of Directors and ensure fairness and transparency in decisions concerning compliance with the large-scale purchase rules and whether to implement countermeasures, and is not intended to maintain the positions of the directors.」
The Company is reiterating the operating framework for its takeover defense measures, under which the independent committee conducts evaluations and makes recommendations, and countermeasures are based on objective requirements. - FY2017-Q2RestatedAnnual report
「To prevent large-scale purchases that could damage corporate value and the common interests of shareholders, the Company’s Board of Directors resolved at its meeting held on 19 May 2014 to continue the “Policy for Responding to Large-Scale Purchases of the Company’s Shares (Takeover Defense Measures),” which was then submitted as an agenda item at the 88th Annual General Meeting of Shareholders held on 27 June 2014 and approved by the shareholders.」
The Company is continuing its takeover defense measures and reiterating the framework of a Board resolution and shareholder approval. - FY2016First statedAnnual report
「It is necessary to secure the information and time required for the Company's board of directors and shareholders to consider the terms and other aspects of the proposal, or for the Company's board of directors to propose an alternative.」
Applies to purchases resulting in a voting rights ratio of 20% or more, and provides for an evaluation period of up to 60 or 90 days, an independent committee, and shareholder meeting procedures. The effective period is 3 years.