Administration by an independent Special Committee based on objective triggering requirements
First written in FY2017-Q1. 15 of 17 entries say "Restated". Latest entry: FY2026.
- FY2026RestatedAnnual report
「The Company’s Board of Directors is required to obtain from the Special Committee a recommendation that countermeasures should be implemented, or that it is desirable to implement them, without confirming the intentions of shareholders. (There is no scope for countermeasures to be implemented solely at the discretion of the Company’s Board of Directors.)」
Reiterated the mechanism requiring a recommendation from the Special Committee and not permitting the Board of Directors to implement countermeasures on its own. - FY2023RestatedAnnual report
「The Company’s Board of Directors is required to obtain from the Special Committee a recommendation that countermeasures should be implemented, or that it is desirable to implement them, without confirming the intentions of shareholders. (There is no scope for countermeasures to be implemented solely at the discretion of the Company’s Board of Directors.)」
Reiterated the mechanism that gives weight to the recommendation of the Special Committee consisting of independent outside members and does not permit the Board of Directors to implement countermeasures on its own. - FY2020-Q3RestatedAnnual report
「Under this response policy, the Company’s Board of Directors is to give the utmost respect to the recommendations of the Special Committee, which consists of outside members independent of the management responsible for the Company’s business operations and having no special interests in the Company or its management, regarding resolutions to implement or not implement countermeasures against a large-scale purchase and resolutions to convene a shareholders’ meeting to confirm shareholders’ intentions.」
Continued to state that the recommendations of the Special Committee consisting of independent outside members would be given weight. - FY2020-Q2RestatedAnnual report
「(There is no scope for countermeasures to be implemented solely at the discretion of the Company’s Board of Directors.)」
Reiterated the mechanism that does not permit the Board of Directors to implement countermeasures on its own and gives weight to the recommendation of the Special Committee. - FY2020-Q1RestatedAnnual report
「(There is no scope for countermeasures to be implemented solely at the discretion of the Company’s Board of Directors.)」
Reiterated the mechanism that does not permit the Board of Directors to implement countermeasures on its own and gives weight to the recommendation of the Special Committee. - FY2019AdvancedAnnual report
「There is no scope for countermeasures to be implemented solely at the discretion of the Company’s Board of Directors.」
Clarified the mechanism requiring a recommendation from a Special Committee consisting of independent outside members before implementing countermeasures. - FY2019-Q3RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Continued the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2019-Q2RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Continued the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2019-Q1RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Continued the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2018RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2018-Q3RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2018-Q2RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2018-Q1RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2017RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2017-Q3RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2017-Q2RestatedAnnual report
「The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Reiterated the mechanism for eliminating arbitrary decision-making by the Board of Directors through a Special Committee consisting of 3 to 5 independent outside members. - FY2017-Q1First statedAnnual report
「Under this response policy, the Company established a Special Committee as an advisory body to eliminate arbitrary decision-making by the Company’s Board of Directors and make substantive, objective decisions for shareholders when implementing countermeasures or taking other actions. The Special Committee is to consist of 3 to 5 members selected from outside directors, outside corporate auditors and outside experts, including attorneys, tax accountants, certified public accountants, academic experts, persons well versed in investment banking, or persons with equivalent expertise, who are independent of the management responsible for the Company’s business operations and have no special interests in the Company or its management, thereby enabling fair and impartial decisions.」
Described the operation of a Special Committee consisting of 3 to 5 independent outside members to eliminate arbitrary decision-making by the Board of Directors.