Regarding Cross-Shareholdings

The Company holds cross-shareholdings only in cases where this is deemed likely to contribute to the improvement of medium- to long-term corporate value, based on comprehensive assessments of the economic rationale and the necessity of such shareholdings in relation to business operations. Each year, the Board of Directors verifies whether or not it is appropriate to retain cross-shareholdings and makes reductions accordingly. The verification process involves decisions about individual shareholdings according to specific criteria, including investment profit and loss based on capital costs and other factors, and taking into account the economic benefits and necessity of holding the shares.
The Company appropriately exercises its voting rights for cross-shareholdings after carefully examining whether the content of each proposal is likely to damage the Company’s corporate value and whether it can be expected to prove useful for the sound management of the issuing company and increase its corporate value.

Reduction of Cross-Shareholdings

In May 2024, the Company announced its policy of reducing the number of shares it holds. Over the five-year period from the fiscal year ended March 2024 to the fiscal year ending March 2029, the Company aims to reduce the number of shares it holds by 50% (compared to the book value at the end of the fiscal year ended March 2024). The cash generated from the sale of shares held for policy purposes will be used for growth investments and shareholder returns.

Dialogue with the capital markets by external directors

Meetings were held with institutional investors and analysts by all 4 external directors (as of December 10, 2024).

December 10, 2024 Main Q&A Session at External Director Small Meeting (for Institutional Investors and Analysts)

Support Systems for External Officers

The Company regularly provides information to external directors and external Audit & Supervisory Board members, as well as advance briefings ahead of Board meetings. The Company maintains a system that allows external directors and external Audit & Supervisory Board members to attend Executive Management Committee meetings as observers in order to identify issues and monitor discussions by the executive organization. External directors, external Audit & Supervisory Board members, and full-time Audit & Supervisory Board members regularly hold meetings of the Non-executive Officers Liaison Committee to share information and exchange opinions.

Succession planning for the President and Representative Director

The Group regards succession planning for the President and Representative Director, its highest-ranking executive, as a key priority in realizing sustainable enhancement of corporate value

(1) Structure for promoting the succession plan
The Board of Directors formulates the succession plan, while the Personnel Remuneration Committee is responsible for the formulation of a more detailed plan and its implementation. The status of plan implementation is reported as appropriate by the Personnel Remuneration Committee to the Board of Directors, which supervises the process and makes the final decision on the candidate.

(2) Desired profile of the Representative Director and President
The ideal candidate is defined as an individual of outstanding character and high integrity, with the ability to respond flexibly to changes in the business environment and the qualities necessary to realize sustainable enhancement of corporate value.

(3) Formulation and implementation of the plan
With consideration to the management strategy and anticipated changes in the business environment, the Personnel Remuneration Committee formulates and implements a detailed plan to nominate the most suitable candidate, including clarifying successor requirements, developing candidate training programs, and monitoring their implementation status.

(4) Emergency plan
In parallel with the plan for the next successor, an emergency plan is in place to address unforeseen circumstances.