Governance structure
Company with an Audit and Supervisory Committee (scheduled for 24 June 2026; currently a company with a Board of Corporate Auditors)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.
Introduced (no reference to renewal or abolition)
Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.
The Company plans to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted, while provisions concerning the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee Members, as well as provisions allowing the delegation to directors of decisions on the execution of important operations, will be newly established. The upper limit on the number of directors will be changed from 6 or fewer to 11 or fewer. Candidates for officers will be presented, and 2 corporate auditors are scheduled to retire.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee (scheduled for 24 June 2026; currently a company with a Board of Corporate Auditors) |
| Number of directors | Total number 11 or fewer (6 or fewer before the change) / Of which, outside 5 based on the proposed candidates |
| Committee | Name Audit and Supervisory Committee / Percentage of outside members 4 of 5 based on the proposed candidates (80%) |
| Takeover defenses | Introduced (no reference to renewal or abolition) |
| Changes this time | The Company plans to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee. Provisions concerning the Board of Corporate Auditors and corporate auditors will be deleted, while provisions concerning the Audit and Supervisory Committee and directors who are Audit and Supervisory Committee Members, as well as provisions allowing the delegation to directors of decisions on the execution of important operations, will be newly established. The upper limit on the number of directors will be changed from 6 or fewer to 11 or fewer. Candidates for officers will be presented, and 2 corporate auditors are scheduled to retire. |
Items this document does not state (3)
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 give directors who are Audit and Supervisory Committee Members voting rights at meetings of the Board of Directors, strengthen the audit and supervisory functions based on the knowledge and experience of outside directors, stimulate discussions aimed at enhancing corporate value, accelerate decision-making by delegating authority over execution, and enhance the effectiveness of audits by strengthening the system for instructions to and coordination between the Audit and Supervisory Committee and the internal audit department.