Governance structure
Company with an Audit and Supervisory Committee, subject to approval at the Annual General Meeting of Shareholders scheduled for 25 June 2026In connection with the transition from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee, provisions concerning directors who are Audit and Supervisory Committee members and the Audit and Supervisory Committee will be newly established, while provisions concerning corporate auditors and the Board of Corporate Auditors will be deleted. Provisions concerning the deletion of the provision specifying the venue for convening General Meetings of Shareholders, exemptions from directors’ liability, limitation-of-liability agreements for directors, the delegation of decisions on important business execution, and resolutions of the Board of Directors concerning dividend distributions from surplus and other matters will also be newly established.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit and Supervisory Committee, subject to approval at the Annual General Meeting of Shareholders scheduled for 25 June 2026 |
| Number of directors | No more than 13 directors, excluding directors who are Audit and Supervisory Committee members, and no more than 5 directors who are Audit and Supervisory Committee members. The total number may not exceed 18. Number of outside directors: Not disclosed |
| Committee | Audit and Supervisory Committee: proportion of outside members: Not disclosed. Nomination Committee and Compensation Committee: Not disclosed |
| Changes this time | In connection with the transition from a company with a board of corporate auditors to a company with an Audit and Supervisory Committee, provisions concerning directors who are Audit and Supervisory Committee members and the Audit and Supervisory Committee will be newly established, while provisions concerning corporate auditors and the Board of Corporate Auditors will be deleted. Provisions concerning the deletion of the provision specifying the venue for convening General Meetings of Shareholders, exemptions from directors’ liability, limitation-of-liability agreements for directors, the delegation of decisions on important business execution, and resolutions of the Board of Directors concerning dividend distributions from surplus and other matters will also be newly established. |
Items this document does not state (4)
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 and enhance corporate governance by making directors who are Audit and Supervisory Committee members, responsible for auditing the execution of directors’ duties and other matters, members of the Board of Directors. To enable flexible operation of General Meetings of Shareholders in light of unforeseen circumstances, including natural disasters and infectious diseases. To secure suitable personnel as directors and enable directors to fully perform their expected roles. To facilitate the agile execution of capital and dividend policies.