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Governance9147NIPPON EXPRESS HOLDINGS,INC.Transportation and Logistics

Report on Corporate Governance 2026/03/27

The Corporate Governance Report was updated in March 2026 to reflect routine updates concerning the composition of the Board of Directors, committees, cross-shareholdings, takeover defense measures and compliance with the Code. The report does not disclose any specific changes made this time.

Worth reading
75Important
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
Controlling shareholder and parent company: 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.

Board of Directors11 membersof which 6 outside54.5%
Half
OutsideIn-house

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.

Committee10
Compensation and Nomination Advisory CommitteeAudit and Supervisory CommitteeRisk Management CommitteeCrisis Management CommitteeSystem Risk Management CommitteeCompliance CommitteeManagement Strategy CommitteesSustainability Promotion CommitteeInvestment CommitteeCVC Steering Committee and Pre-Investment Advisory Committee
Percentage of outside members The Compensation and Nomination Advisory Committee has 3 outside members out of 4 (75%), and the Audit and Supervisory Committee has 3 out of 4 (75%); not disclosed for the other committees
Policy on cross-shareholdings

The basic policy is to reduce cross-shareholdings, and, in principle, the Company will not acquire new shares, including by declining requests to acquire shares for the purpose of securing stable shareholders. Shares will be held only in exceptional cases where the Company determines that doing so will contribute to enhancing corporate value over the medium to long term. Under the current management plan, the Company plans to sell ¥70 billion in total. In fiscal 2025, it monetized ¥22.6 billion, bringing cumulative sales during the plan period to ¥50.7 billion. As of the end of December 2025, the Company held 50 shares directly and 10 deemed holdings, including 1 overlapping holding.

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

Takeover defenses

Not introduced. No plans to introduce one at present.

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

Changes this time

Specific changes from the previous report are not disclosed.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directorsTotal number 11 / Of which, outside 6
CommitteeName Compensation and Nomination Advisory Committee, Audit and Supervisory Committee, Risk Management Committee, Crisis Management Committee, System Risk Management Committee, Compliance Committee, Management Strategy Committees, Sustainability Promotion Committee, Investment Committee, CVC Steering Committee and Pre-Investment Advisory Committee / Percentage of outside members The Compensation and Nomination Advisory Committee has 3 outside members out of 4 (75%), and the Audit and Supervisory Committee has 3 out of 4 (75%); not disclosed for the other committees
Policy on cross-shareholdingsThe basic policy is to reduce cross-shareholdings, and, in principle, the Company will not acquire new shares, including by declining requests to acquire shares for the purpose of securing stable shareholders. Shares will be held only in exceptional cases where the Company determines that doing so will contribute to enhancing corporate value over the medium to long term. Under the current management plan, the Company plans to sell ¥70 billion in total. In fiscal 2025, it monetized ¥22.6 billion, bringing cumulative sales during the plan period to ¥50.7 billion. As of the end of December 2025, the Company held 50 shares directly and 10 deemed holdings, including 1 overlapping holding.
Takeover defensesNot introduced. No plans to introduce one at present.
Controlling shareholderControlling shareholder and parent company: Not disclosed
Changes this timeSpecific changes from the previous report are not disclosed.
Items this document does not state (1)
Number of independent officers

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 update the Company's policies and initiatives for compliance with the Corporate Governance Code to reflect the position as of March 2026.

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.
Report on Corporate Governance 2026/03/27 | NIPPON EXPRESS HOLDINGS,INC. (9147) timely disclosure | Komori