Komori
Governance9885CHARLE CO.,LTD.Trading & Wholesale

Notice Concerning the Board of Directors’ Opinion on the Shareholder Proposal

The Board of Directors resolved to oppose all of the shareholder proposals: the removal of 1 director, the election of 1 director, and a 50% reduction in the compensation of 4 executive directors. It also decided to reduce performance-linked compensation and the position allowance of the Representative Director and President.

Worth reading
80Important
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
55
Reduction rate (%) for medium- to long-term incentive compensation of executive directors
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Committee2
Non-statutory Nomination Committee (a majority of whose members are independent outside directors serving as Audit and Supervisory Committee Members)and non-statutory Compensation Committee (a majority of whose members are outside directors serving as Audit and Supervisory Committee Members)
Changes this time

The Board of Directors resolved to oppose the shareholder proposals. It also decided to reduce medium- to long-term incentive compensation for executive directors by 55% and the position allowance of the Representative Director and President by 40%.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
CommitteeNon-statutory Nomination Committee (a majority of whose members are independent outside directors serving as Audit and Supervisory Committee Members), and non-statutory Compensation Committee (a majority of whose members are outside directors serving as Audit and Supervisory Committee Members)
Changes this timeThe Board of Directors resolved to oppose the shareholder proposals. It also decided to reduce medium- to long-term incentive compensation for executive directors by 55% and the position allowance of the Representative Director and President by 40%.
Items this document does not state (5)
Number of directorsNumber of independent officersPolicy 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.

The Board of Directors opposed Shareholder Proposals 1 through 3 on the grounds that the Representative Director and President is promoting business structure reform and that his removal would hinder the reform; that the company’s proposed director candidates were selected through the Nomination Committee; and that existing compensation is determined based on recommendations from the Compensation Committee and objective indicators, making a uniform 50% reduction unreasonable.

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 Board of Directors’ Opinion on the Shareholder Proposal | CHARLE CO.,LTD. (9885) timely disclosure | Komori