Intage Holdings Inc. TSE:4326
INTAGE : Matters Concerning Controlling Shareholders, Etc.144KB
Source: MarketScreener
September 26, 2024 | |
Company Name: | INTAGE HOLDINGS Inc. |
Name of Representative: | Yoshiya Nishi, President and Representative Director |
Securities Code: | 4326 (Prime Market of Tokyo Stock Exchange) |
Contact: | Toru Takeuchi, Director (Tel: +81-3-5294-7411) |
Matters Concerning Controlling Shareholders, Etc.
INTAGE HOLDINGS Inc. (the "Company") hereby announces that the matters concerning the controlling shareholders, etc. of the Company are as follows
1. Business name etc. of parent company, controlling shareholder (other than parent company), or other affiliated company
(as of June 30, 2024)
Percentage of voting rights (%) | Financial | instruments | |||||
Name | Attribute | Voting | Voting | exchange on which issued | |||
rights | rights | Total | share | certificates, etc. are | |||
directly | indirectly | listed | |||||
held | held | ||||||
Nippon | |||||||
Telegraph and | Parent | ― | 51.0 | 51.0 | Tokyo | Stock | Exchange, |
Telephone | company | Prime Market | |||||
Corporation | |||||||
NTT | Parent | ||||||
DOCOMO, | 51.0 | ― | 51.0 | ― | |||
company | |||||||
INC. | |||||||
2. If there is more than one parent company, the trade name or name of the company that is deemed to have the greatest impact on the listed company and the reason for identifying the impact.
- Trade name or name of the company
Nippon Telegraph and Telephone Corporation
(2) Reason
Nippon Telegraph and Telephone Corporation is parent company of NTT DOCOMO INC., and indirectly owns 51.0% of the voting rights of all shareholders.
3. Positioning of the listed company in the corporate group of the parent company, etc. and relationship between other listed companies and the parent company, etc.
As described above, Nippon Telegraph and Telephone Corporation indirectly owns 51.0%
of the voting rights. NTT DOCOMO, a wholly owned subsidiary of Nippon Telegraph and Telephone Corporation, holds 51.0% of the Company's voting rights, but NTT DOCOMO
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respects the fact that the Company maintains its independence and operates as an independent listed company. Although two directors concurrently serve with NTT DOCOMO as described below, the Board of Directors consists of 12 members, including five independent outside directors, and independent outside directors account for 41.6% of all directors. As such, we believe that a certain degree of independence is secured.
Status of officer holding concurrent posts
Title | Name | Title at parent | Reason for assumption of the position | ||||||||||
company etc. | |||||||||||||
Senior Vice | President | He has extensive experience and knowledge | |||||||||||
and Senior General | in the advertising and marketing | ||||||||||||
Manager, | Consumer | communications fields of NTT DOCOMO, | |||||||||||
Director | Hideki | Service Company and | and is | therefore | an appropriate | person | to | ||||||
Ishibashi | General | Manager, | supervise the execution of operations as we | ||||||||||
Marketing | Innovation | strive to further strengthen the management | |||||||||||
Department, | NTT | foundation and increase the corporate value | |||||||||||
DOCOMO, INC. | of the Group. | ||||||||||||
General | Manager in | He has extensive experience and expertise | |||||||||||
Director | in management and new investment support | ||||||||||||
charge | of | Alliance, | |||||||||||
serving | as | divisions in | a | group | company | of NTT | |||||||
Marketing | Innovation | ||||||||||||
Audit | & | DOCOMO, and is therefore an appropriate | |||||||||||
Satoshi Nagai | Department, | ||||||||||||
Supervisory | person | to | supervise | the | execution | of | |||||||
Consumer | Service | ||||||||||||
Committee | operations as we strive to further strengthen | ||||||||||||
Company, | NTT | ||||||||||||
Member | the management base | and | increase | the | |||||||||
DOCOMO, INC. | |||||||||||||
corporate value of the Group. | |||||||||||||
4. Matters concerning transactions with controlling shareholders, etc.
There are no material transactions with Nippon Telegraph and Telephone Corporation and NTT DOCOMO for the fiscal year ended June 30, 2024.
5. The implementation status of the measures to protect minority shareholders during transactions, etc. with the controlling companies
Regarding the relationship with the Company's parent company, Nippon Telegraph and Telephone Corporation, and its group companies (hereinafter collectively referred to as the
- NTT Group " ), we will establish a collaborative relationship with them while fully
respecting each other's autonomy and self-governance. For transactions, etc. between NTT Group and the Company and its group companies (hereinafter collectively referred to as "the Group") we will conduct them appropriately in accordance with the "Basic Transaction Policy with NTT Group", which sets forth basic policies and procedures to ensure the fairness of transactions. In the event of business transactions, the terms and conditions of such transactions and the method of determining the terms and conditions shall be the same as those of other business partners.
The Governance Committee will review all important contracts with NTT Group before making any decisions. Particularly important contracts must be approved by the Board of Directors to ensure independent decision-making from the NTT Group.
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