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.
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 basic policy for shares held for policy purposes is, in principle, to reduce the balance of such holdings, and the appropriateness of each holding is reviewed annually by the Board of Directors. The target is a ratio to net assets of less than 10% at the end of fiscal 2026; the actual ratio was 11.4% at the end of fiscal 2025.
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.
Upon the conclusion of the annual general meeting of shareholders on 24 June 2026, the company transitioned from a company with an Audit & Supervisory Board to a Company with an Audit and Supervisory Committee. The company has established the Nominating and Compensation Advisory Committee.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | 15 in total, including 7 outside directors |
| Number of independent officers | 7 |
| Committee | Audit and Supervisory Committee: 6 members in total, including 4 outside directors (66.7% outside directors). The company has also established the Nominating and Compensation Advisory Committee as a committee equivalent to a voluntary nominating and compensation committee: 5 members in total, including 3 outside directors (60% outside directors). The company has also established an Asset Management Committee, Sustainability Committee, Compliance Committee, Risk Management Committee and ALM Committee, but the proportion of outside members is not disclosed. |
| Policy on cross-shareholdings | The basic policy for shares held for policy purposes is, in principle, to reduce the balance of such holdings, and the appropriateness of each holding is reviewed annually by the Board of Directors. The target is a ratio to net assets of less than 10% at the end of fiscal 2026; the actual ratio was 11.4% at the end of fiscal 2025. |
| Takeover defenses | None (not adopted) |
| Controlling shareholder | No controlling shareholder or parent company |
| Changes this time | Upon the conclusion of the annual general meeting of shareholders on 24 June 2026, the company transitioned from a company with an Audit & Supervisory Board to a Company with an Audit and Supervisory Committee. The company has established the Nominating and Compensation Advisory Committee. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The transition is intended to achieve more transparent management and further enhance the governance structure by having an Audit and Supervisory Committee, a majority of whose members are outside directors, audit and oversee the legality and appropriateness of business execution.