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 company verifies the rationale for holding each cross-shareholding annually and, as a basic policy, sells shares where no rationale is recognized. Even where a rationale is recognized, the company may sell shares after considering risks such as market-price fluctuations and capital efficiency. The number of listed companies in which the company holds shares declined from 134 as of the end of March 2016 to 19 as of 31 March 2026.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
Not adopted.
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
In formulating the 2028 Medium-Term Management Plan, the company reorganized its previous “desired state 10 years from now” as the “desired state for FY2031.” It organized the Board skills matrix into 9 items and added environmental performance and employee engagement as new KPIs for stock-based compensation. In the FY2025 effectiveness evaluation, the company identified as issues for FY2026 a new desired state 10 years from now, digital transformation, human capital development, and the appropriate form of corporate governance.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee |
| Number of directors | Total number 12 directors / Of which, outside 7 outside directors |
| Number of independent officers | 6 independent officers |
| Committee | Name Governance Committee, Nomination Committee, Compensation Committee, Audit and Supervisory Committee / Percentage of outside members A majority of the members of the Nomination Committee and Compensation Committee are independent outside directors. The chair of each committee is an independent outside director. The proportion for the Governance Committee is not disclosed. The Audit & Supervisory Committee has 3 independent outside directors out of 4 members. |
| Policy on cross-shareholdings | The company verifies the rationale for holding each cross-shareholding annually and, as a basic policy, sells shares where no rationale is recognized. Even where a rationale is recognized, the company may sell shares after considering risks such as market-price fluctuations and capital efficiency. The number of listed companies in which the company holds shares declined from 134 as of the end of March 2016 to 19 as of 31 March 2026. |
| Takeover defenses | Not adopted. |
| Controlling shareholder | There is no controlling shareholder. |
| Changes this time | In formulating the 2028 Medium-Term Management Plan, the company reorganized its previous “desired state 10 years from now” as the “desired state for FY2031.” It organized the Board skills matrix into 9 items and added environmental performance and employee engagement as new KPIs for stock-based compensation. In the FY2025 effectiveness evaluation, the company identified as issues for FY2026 a new desired state 10 years from now, digital transformation, human capital development, and the appropriate form of corporate governance. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To strengthen the Board of Directors’ oversight function, accelerate decision-making, enhance corporate value, and improve governance effectiveness in connection with the formulation of the 2028 Medium-Term Management Plan and the realization of the “desired state for FY2031.”