Governance structure
The Company annually reviews the rationality of its shareholdings at meetings of the Board of Directors from quantitative perspectives, including the cost of capital, and qualitative perspectives, including business relationships, and sells shares as necessary.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
In place. An agenda item to renew the policy is scheduled to be submitted to the shareholders’ meeting to be held on 25 June 2026.
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The Company received shareholder proposals, and the Board of Directors resolved to oppose all of the proposed shareholder resolutions. An agenda item to renew the policy for responding to acquisitions is scheduled to be submitted.
| Item | Details |
|---|---|
| Number of directors | No more than 18 directors (current number of directors and number of outside directors: not disclosed) |
| Committee | Nomination and Compensation Committee (a majority of the members are independent outside directors). Specific percentage of outside members: not disclosed |
| Policy on cross-shareholdings | The Company annually reviews the rationality of its shareholdings at meetings of the Board of Directors from quantitative perspectives, including the cost of capital, and qualitative perspectives, including business relationships, and sells shares as necessary. |
| Takeover defenses | In place. An agenda item to renew the policy is scheduled to be submitted to the shareholders’ meeting to be held on 25 June 2026. |
| Changes this time | The Company received shareholder proposals, and the Board of Directors resolved to oppose all of the proposed shareholder resolutions. An agenda item to renew the policy for responding to acquisitions is scheduled to be submitted. |
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.Predetermining share buybacks or a dividend equivalent to 12% of DOE could undermine the flexibility of capital allocation based on its investment and financial strategies and could impair financial soundness. Requiring a majority of outside directors uniformly under the Articles of Incorporation could constrain reviews of the Board’s composition to reflect the business environment and management strategy. An additional share-based compensation plan would lack consistency with the existing compensation structure and is not considered necessary at this time. Changing the record date for the annual general meeting of shareholders should be considered carefully in light of the practical burden and developments in the relevant system. The policy for responding to acquisitions is intended to secure time for information gathering and consideration, and the proposed requirement for approval by at least 90% of voting shareholders could impair minority shareholders’ opportunity to consider the matter. Decisions regarding cross-shareholdings should be left to individual management judgment, and it would not be appropriate to uniformly prohibit them in the Articles of Incorporation.