Komori
Governance9254Lovable Marketing Group,inc.Information and Communications, Services and Others

Notice Concerning the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and the Election of Director Candidates

Subject to approval at the General Meeting of Shareholders, the Company will transition from a Company with a Board of Company Auditors to a Company with an Audit & Supervisory Committee. In connection with this transition, the Company will abolish the Board of Company Auditors and Company Auditors, establish an Audit & Supervisory Committee, and present candidates for directors following the transition.

Worth reading
82Important
Scored from 3 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit & Supervisory Committee (scheduled for 29 June 2026)
Number of directorsFollowing the transition, there will be 7 director candidates in total, including 4 outside directors (4 directors who are not Audit & Supervisory Committee Members and 3 directors who are Audit & Supervisory Committee Members). Under the Articles of Incorporation, the number of directors who are not Audit & Supervisory Committee Members will be capped at 10, and the number of directors who are Audit & Supervisory Committee Members at 5.
Number of independent officers3Number

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.

Committee1
Audit & Supervisory Committee. 2 of the 3 members are outside members (66.7%). No information is provided regarding a Nomination Committee or Compensation Committee.
Changes this time

The Company will transition from a Company with a Board of Company Auditors to a Company with an Audit & Supervisory Committee, delete provisions concerning the Board of Company Auditors and Company Auditors, and add provisions concerning the Audit & Supervisory Committee and directors who are Audit & Supervisory Committee Members. The Company will also elect director candidates.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit & Supervisory Committee (scheduled for 29 June 2026)
Number of directorsFollowing the transition, there will be 7 director candidates in total, including 4 outside directors (4 directors who are not Audit & Supervisory Committee Members and 3 directors who are Audit & Supervisory Committee Members). Under the Articles of Incorporation, the number of directors who are not Audit & Supervisory Committee Members will be capped at 10, and the number of directors who are Audit & Supervisory Committee Members at 5.
Number of independent officers3 independent officers (Ukawa Taro (鵜川太郎), Kakinuma Yuichi (柿沼佑一), and Fukagawa Hiroki (深川裕季)). Substitute candidate Nishimura Kazuhiko (西村一彦) is scheduled to be reported as an independent officer upon appointment.
CommitteeAudit & Supervisory Committee. 2 of the 3 members are outside members (66.7%). No information is provided regarding a Nomination Committee or Compensation Committee.
Changes this timeThe Company will transition from a Company with a Board of Company Auditors to a Company with an Audit & Supervisory Committee, delete provisions concerning the Board of Company Auditors and Company Auditors, and add provisions concerning the Audit & Supervisory Committee and directors who are Audit & Supervisory Committee Members. The Company will also elect director candidates.
Items this document does not state (3)
Policy 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 Board of Directors’ supervisory function, improve corporate governance and management transparency, and further accelerate decision-making.

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 Concerning the Transition to a Company with an Audit and Supervisory Committee, Partial Amendments to the Articles of Incorporation, and the Election of Director Candidates | Lovable Marketing Group,inc. (9254) timely disclosure | Komori