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Governance8416THE BANK OF KOCHI,LTD.Banks

Notice Regarding the Transition to a Company with an Audit & Supervisory Committee and Partial Amendments to the Articles of Incorporation

Subject to approval at the General Meeting of Shareholders scheduled for 26 June 2026, the Company will transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. In connection with this transition, the Articles of Incorporation will be newly established or amended to provide for the establishment of an Audit and Supervisory Committee, the abolition of corporate auditors and the Board of Corporate Auditors, and changes to the composition and number of directors.

Worth reading
72In focus
Scored from 2 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Current: Company with a Board of Corporate Auditors. Proposed change: Company with an Audit and Supervisory Committee (scheduled for 26 June 2026)
Number of directorsBefore the change: No more than 13 directors. After the change: No more than 9 directors excluding directors who are Audit and Supervisory Committee members, and no more than 5 directors who are Audit and Supervisory Committee members
Committee1
Audit and Supervisory Committee. The proportion of outside committee members is not disclosed.
Changes this time

The Company is scheduled to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Provisions concerning directors who are Audit and Supervisory Committee members and the Audit and Supervisory Committee will be newly established, while provisions concerning corporate auditors and the Board of Corporate Auditors will be deleted. Provisions concerning the number of directors, terms of office, remuneration and other matters, and limitation-of-liability agreements will also be amended.

Governance structure
ItemDetails
Corporate Governance StructureCurrent: Company with a Board of Corporate Auditors. Proposed change: Company with an Audit and Supervisory Committee (scheduled for 26 June 2026)
Number of directorsBefore the change: No more than 13 directors. After the change: No more than 9 directors excluding directors who are Audit and Supervisory Committee members, and no more than 5 directors who are Audit and Supervisory Committee members
CommitteeAudit and Supervisory Committee. The proportion of outside committee members is not disclosed.
Changes this timeThe Company is scheduled to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Provisions concerning directors who are Audit and Supervisory Committee members and the Audit and Supervisory Committee will be newly established, while provisions concerning corporate auditors and the Board of Corporate Auditors will be deleted. Provisions concerning the number of directors, terms of office, remuneration and other matters, and limitation-of-liability agreements will also be amended.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

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 strengthen the Board of Directors’ supervisory function and monitoring framework and enhance corporate governance by making Audit and Supervisory Committee members voting members of the Board of Directors. The transition will also enable decisions on business execution to be delegated to directors, separating business execution from supervision and speeding up decision-making.

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.
Notice Regarding the Transition to a Company with an Audit & Supervisory Committee and Partial Amendments to the Articles of Incorporation | THE BANK OF KOCHI,LTD. (8416) timely disclosure | Komori