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Governance9041Kintetsu Group Holdings Co.,Ltd.Transportation and Logistics

Notice Regarding Partial Amendments to the Articles of Incorporation

The Company will submit proposed amendments to the Articles of Incorporation to the ordinary general meeting of shareholders scheduled for June 2026, to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. The amendments will establish an Audit and Supervisory Committee, abolish the Board of Corporate Auditors and Corporate Auditors, allow the Board of Directors to delegate decisions on important business execution to individual directors, set a maximum number of directors, and add bank agency services to the Company's business purposes.

Worth reading
68In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
15
Maximum number of directors
Wording
Definitive
How definitive the wording is.

Governance structure

Planned change to a company with an Audit & Supervisory Committee (currently a company with an Audit & Supervisory Board)
Number of directors15 directors or fewer. Of these, 5 or fewer will be directors serving as audit and supervisory committee members. The number of outside directors is Not disclosed
Committee1
An Audit and Supervisory Committee will be established. Proportion of outside committee members: not disclosed. Nomination and Compensation Committee: not disclosed
Changes this time

To transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee, provisions concerning the Audit and Supervisory Committee and its members will be added, while provisions concerning the Board of Corporate Auditors and Corporate Auditors will be deleted. Provisions allowing the Board of Directors to delegate decisions on important business execution to individual directors, a maximum number of directors, and bank agency services as a business purpose will also be added.

Governance structure
ItemDetails
Corporate Governance StructurePlanned change to a company with an Audit & Supervisory Committee (currently a company with an Audit & Supervisory Board)
Number of directors15 directors or fewer. Of these, 5 or fewer will be directors serving as audit and supervisory committee members. The number of outside directors is Not disclosed
CommitteeAn Audit and Supervisory Committee will be established. Proportion of outside committee members: not disclosed. Nomination and Compensation Committee: not disclosed
Changes this timeTo transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee, provisions concerning the Audit and Supervisory Committee and its members will be added, while provisions concerning the Board of Corporate Auditors and Corporate Auditors will be deleted. Provisions allowing the Board of Directors to delegate decisions on important business execution to individual directors, a maximum number of directors, and bank agency services as a business purpose will also be added.
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 supervisory functions of the Board of Directors and achieve swift and flexible business execution. The amendments will also ensure that the Board of Directors is maintained at an appropriate size from the perspective of securing its effectiveness. The addition of business purposes is intended to prepare for future business expansion.

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 Partial Amendments to the Articles of Incorporation | Kintetsu Group Holdings Co.,Ltd. (9041) timely disclosure | Komori