Basic Policy on the Control over the Company
The Company believes that the appointment of directors who fully understand the Company’s social mission and possess a high level of specialist business knowledge and sales expertise and the involvement of such directors in the determination of financial and business policy in observation of the law and the articles of incorporation contribute to the interests of the Company and its shareholders.
Regarding the approval of large-scale purchase of the Company’s shares, the Board of Directors believes to leave the final decision to shareholders.
On the other hand, some cases can be assumed where sufficient information is not provided to shareholders to make an appropriate decision, or the objective of a large-scale purchase itself may significantly jeopardize the Company’s corporate value as well as common interests of the shareholders.
The Company takes appropriate measures against a large-scale purchase within the scopes of the Financial Instruments Exchange Act, the Companies Act, and other laws and regulations. These measures include requirements to a large-scale purchaser so that the Company can ensure the provision of sufficient information necessary for shareholders to make an appropriate decision, as well as sufficient time for the Board of Directors to state and disclose its opinion on the matter and for shareholders to deliberate it.
Furthermore, to ensure the objectivity and transparency when the Board of Directors states or discloses its opinion on the matter, the Special Committee consisting of External Directors and External Corporate Auditors with independence has been established. The Board of Directors shall ask for opinions from the Committee, as well as respect the Committee’s advice to the maximum extent.