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Governance9072NIKKON Holdings Co.,Ltd.Transportation and Logistics

Our Initiatives Regarding the Corporate Governance Code

We updated the status of our response to the Corporate Governance Code and disclosed the current status and policies regarding the composition of the Board of Directors, cross-shareholdings and capital policy. Cross-shareholdings were reduced from 38 issues to 26 over the year, and the shareholder return policy was changed from a dividend payout ratio standard to a DOE standard.

Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
12
Issues (reduction in cross-shareholdings)
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
There are no listed subsidiaries with a controlling shareholder. Information on the parent company is not disclosed.

When 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.

Number of directors13 directors in total, including 8 outside directors
Number of independent officers8Number

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.

Committee4
A voluntary Nomination and Compensation CommitteeSustainability CommitteeCompliance Promotion CommitteeRisk Management Committee and others. The Nomination and Compensation Committee consists solely of independent outside directors. The Sustainability Committee is chaired by an outside director. The proportion of outside members on the other committees is not disclosed.
Policy on cross-shareholdings

The Company holds shares in companies whose holdings are expected to enhance corporate value through business alliances, the maintenance and strengthening of business relationships and other means, and verifies these holdings annually at a meeting of the Board of Directors. Shareholdings that no longer serve their intended purpose will be reduced as appropriate. As of 31 March 2026, the number of holdings had been reduced by 12, from 38 issues to 26, with a market value of ¥23.6 billion, equivalent to 9.7% of total consolidated net assets.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

None adopted (none planned to be adopted at present)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

From the fiscal year ending March 2026, the shareholder return policy was changed from a dividend payout ratio of 40% or more to DOE of 4% or more, and a policy of DOE of 6% or more from the fiscal year ending March 2027 was disclosed. Cross-shareholdings were reduced from 38 issues to 26. As of 29 June 2026, there were 13 directors in total, including 8 outside directors.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directors13 directors in total, including 8 outside directors
Number of independent officers8 independent officers
CommitteeA voluntary Nomination and Compensation Committee, Sustainability Committee, Compliance Promotion Committee, Risk Management Committee and others. The Nomination and Compensation Committee consists solely of independent outside directors. The Sustainability Committee is chaired by an outside director. The proportion of outside members on the other committees is not disclosed.
Policy on cross-shareholdingsThe Company holds shares in companies whose holdings are expected to enhance corporate value through business alliances, the maintenance and strengthening of business relationships and other means, and verifies these holdings annually at a meeting of the Board of Directors. Shareholdings that no longer serve their intended purpose will be reduced as appropriate. As of 31 March 2026, the number of holdings had been reduced by 12, from 38 issues to 26, with a market value of ¥23.6 billion, equivalent to 9.7% of total consolidated net assets.
Takeover defensesNone adopted (none planned to be adopted at present)
Controlling shareholderThere are no listed subsidiaries with a controlling shareholder. Information on the parent company is not disclosed.
Changes this timeFrom the fiscal year ending March 2026, the shareholder return policy was changed from a dividend payout ratio of 40% or more to DOE of 4% or more, and a policy of DOE of 6% or more from the fiscal year ending March 2027 was disclosed. Cross-shareholdings were reduced from 38 issues to 26. As of 29 June 2026, there were 13 directors in total, including 8 outside directors.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The changes reflect efforts to enhance corporate value over the medium to long term, ensure flexibility in management decision-making, reduce shareholdings that no longer align with their strategic holding purpose, and review the shareholder return policy.

How to read this page

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Our Initiatives Regarding the Corporate Governance Code | NIKKON Holdings Co.,Ltd. (9072) timely disclosure | Komori