Governance structure
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.
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.
Changes from the previous report are not disclosed. The report states that on 11 May 2026, the company resolved to support the tender offer and recommend that shareholders tender their shares, and that it plans to become a wholly owned subsidiary and delist.
| Item | Details |
|---|---|
| Number of directors | 13 directors in total, including 7 independent outside directors (the total number of outside directors is not disclosed) |
| Number of independent officers | In addition to 7 independent outside directors, the number of independent outside audit and supervisory board members is not disclosed |
| Committee | Special Committee (comprising all independent outside directors and independent outside audit and supervisory board members); the percentage of outside committee members can be determined from the disclosure to be 100%, but the number is not disclosed |
| Controlling shareholder | MEDIPAL HOLDINGS CORPORATION, with a 52.44% direct voting rights ownership ratio |
| Changes this time | Changes from the previous report are not disclosed. The report states that on 11 May 2026, the company resolved to support the tender offer and recommend that shareholders tender their shares, and that it plans to become a wholly owned subsidiary and delist. |
Items this document does not state (3)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To inform investors about the company's position within the parent company's group, measures to ensure independence, monitoring of the risk of conflicts of interest with the controlling shareholder, and the protection of minority shareholders. Regarding the tender offer, the parent company intends to make the company a wholly owned subsidiary.