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.
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.
The number of strategic shareholdings will continue to be gradually reduced, and as a general rule the company will not make new strategic shareholdings going forward. Shares and other holdings whose significance has diminished will be disposed of as appropriate, and disposals will continue from the perspective of improving capital efficiency. 20 holdings as of the end of March 2026.
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.
In June 2026, the outside directors changed from 2 outgoing directors to 2 newly appointed directors. From April 2026, individual performance-linked monetary compensation was eliminated, and financial-metric-linked monetary compensation was changed to 20%.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 8 independent officers / Outside 6 |
| Number of independent officers | 6 |
| Committee | Name Nomination and Compensation Committee, Board of Directors Evaluation Committee, Audit and Supervisory Committee, Sustainability Committee, Risk Management Committee, and others / Percentage of outside members 3 of 4 members (75%) for the Nomination and Compensation Committee, 6 of 6 members (100%) for the Board of Directors Evaluation Committee, and 3 of 3 members (100%) for the Audit and Supervisory Committee |
| Policy on cross-shareholdings | The number of strategic shareholdings will continue to be gradually reduced, and as a general rule the company will not make new strategic shareholdings going forward. Shares and other holdings whose significance has diminished will be disposed of as appropriate, and disposals will continue from the perspective of improving capital efficiency. 20 holdings as of the end of March 2026. |
| Takeover defenses | None (not adopted) |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | In June 2026, the outside directors changed from 2 outgoing directors to 2 newly appointed directors. From April 2026, individual performance-linked monetary compensation was eliminated, and financial-metric-linked monetary compensation was changed to 20%. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The compensation changes were made to enhance the transparency and objectivity of the compensation system. The changes to the corporate governance structure were made to accelerate decision-making, improve the effectiveness of the Board of Directors, and strengthen audit and supervisory functions and management transparency.