Governance structure
CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP and 株式会社ストラテジックキャピタル are identified as the proposing shareholders (approximately 14% of shares held), but they are not stated to be controlling shareholders or a parent company.
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.
The Board of Directors’ opposition to the 3 shareholder proposals was disclosed. Changes from the previous report: Not disclosed
| Item | Details |
|---|---|
| Committee | Compensation decision-making process involving independent outside directors (committee name and percentage of outside members: Not disclosed) |
| Controlling shareholder | INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP and 株式会社ストラテジックキャピタル are identified as the proposing shareholders (approximately 14% of shares held), but they are not stated to be controlling shareholders or a parent company. |
| Changes this time | The Board of Directors’ opposition to the 3 shareholder proposals was disclosed. Changes from the previous report: Not disclosed |
Items this document does not state (5)
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.The company explained that it opposes all the proposals because they could hinder sustainable growth, impede flexible capital policy, and impair long- to medium-term shareholder value. Specifically, it cited the need for the Board of Directors to pursue flexible capital policy, a policy of maintaining a total payout ratio of 100% or more by combining dividends and share buybacks, consideration of growth investment and reduced liquidity, a record of increasing dividends for 16 consecutive fiscal years, the unsuitability of using PBR as a standalone metric, and a compensation decision-making process involving independent outside directors.