Komori
Governance9166GENDA Inc.Information and Communications, Services and Others

Notice Regarding Partial Amendments to the Articles of Incorporation

The Articles of Incorporation will be revised effective 30 April 2026 to facilitate the transition from a Company with a Board of Company Auditors to a Company with an Audit and Supervisory Committee, including the establishment of an Audit and Supervisory Committee and changes to the categories and number of directors. In addition, business purposes will be added and duplicative provisions concerning the acquisition of treasury shares will be deleted.

Worth reading
70In focus
Scored from 1 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 (scheduled to transition from a Company with a Board of Company Auditors effective 30 April 2026)
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.

Number of directorsUnder the proposed amendments, the number of directors who are not Audit and Supervisory Committee members will be limited to 9, and the number of directors who are Audit and Supervisory Committee members will be limited to 5. The actual total number and number of outside directors are Not disclosed
Committee1
Audit and Supervisory Committee; the proportion of outside committee members is 非開示. Nomination and Compensation Committees are 非開示.
Changes this time

The Company will transition from a Company with a Board of Company Auditors to a Company with an Audit and Supervisory Committee, establish provisions concerning the Audit and Supervisory Committee, and delete provisions concerning company auditors. Directors will be divided into directors who are Audit and Supervisory Committee members and directors who are not, with the respective numbers limited to 5 and 9. Business purposes will be added, and provisions concerning the acquisition of treasury shares will be deleted.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (scheduled to transition from a Company with a Board of Company Auditors effective 30 April 2026)
Number of directorsUnder the proposed amendments, the number of directors who are not Audit and Supervisory Committee members will be limited to 9, and the number of directors who are Audit and Supervisory Committee members will be limited to 5. The actual total number and number of outside directors are Not disclosed
CommitteeAudit and Supervisory Committee; the proportion of outside committee members is Not disclosed. Nomination and Compensation Committees are Not disclosed.
Controlling shareholderControlling shareholder and parent company: Not disclosed
Changes this timeThe Company will transition from a Company with a Board of Company Auditors to a Company with an Audit and Supervisory Committee, establish provisions concerning the Audit and Supervisory Committee, and delete provisions concerning company auditors. Directors will be divided into directors who are Audit and Supervisory Committee members and directors who are not, with the respective numbers limited to 5 and 9. Business purposes will be added, and provisions concerning the acquisition of treasury shares will be deleted.
Items this document does not state (3)
Number of independent officersPolicy on cross-shareholdingsTakeover defenses

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 clarify the scope of business in line with current business activities, strengthen the corporate governance framework, improve management transparency and objectivity, enhance the Board of Directors’ supervisory functions, accelerate decision-making, and delete duplicative provisions.

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 | GENDA Inc. (9166) timely disclosure | Komori