Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
To our shareholders:
Securities Code: 6463
June 8, 2026 (Start date of measures for electronic provision: June 1, 2026)
Goji Fujishiro
Representative Director, Chairman & CEO
TPR Co., Ltd.1-6-2, Marunouchi, Chiyoda-ku, Tokyo
Notice of the 93rd Annual General Meeting of ShareholdersWe are pleased to announce the 93rd Annual General Meeting of Shareholders (the “Meeting”) of TPR Co., Ltd. (the “Company”), which will be held as indicated below.
In convening the Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for electronic provision measures) in electronic format, and posts this information on the Company’s website. Please access the following websites to check.
The Company’s website: https://www.tpr.co.jp/ir/stock/meeting/ (in Japanese) Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/6463/teiji/ (in Japanese)
In addition to the Company’s website, the items for electronic provision measures are also posted on the website of Tokyo Stock Exchange (TSE), so please check from the following.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter “TPR” in “Issue name (company name)” or the Company’s securities code “6463” in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)
If you are unable to attend on the day of the meeting, you can exercise your voting rights via postal mail or the internet, etc. in advance, so please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by no later than Monday, June 22, 2026, at 5:10 p.m. (JST).
[When exercising voting rights via the internet, etc.]
When exercising your voting rights online, please refer to “Information on Exercising Your Voting Rights via the Internet, etc.” below (in Japanese only).
[When exercising voting rights in writing (via postal mail)]
Please indicate your approval or disapproval of the proposal on the voting form and return it so that it arrives by the deadline stated above.
- Date and Time: Tuesday, June 23, 2026, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
- Venue: Grand Hall, the Industry Club of Japan Building 3rd floor
1-4-6, Marunouchi, Chiyoda-ku, Tokyo
- Purpose of the Meeting Matters to be reported:
The Business Report and the Consolidated Financial Statements for the 93rd fiscal year (from April 1, 2025 to March 31, 2026), and the results of audits of the Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
The Non-Consolidated Financial Statements for the 93rd fiscal year (from April 1, 2025 to March 31, 2026)
Matters to be resolved:Proposal No. 1 Election of Eight DirectorsProposal No. 2 Election of Two Audit & Supervisory Board Members
- Determined Matters for Convocation
If there is no indication of approval or disapproval for the proposal when you exercise voting rights in writing (via postal mail), it will be treated as an indication of approval.
In addition, if you exercise your voting rights multiple times via the internet, etc., we will treat the last exercise as the valid exercise of your voting rights.
If you exercise your voting rights both in writing and via the internet, etc., we will treat the exercise of your voting rights via the internet, etc. as valid, irrespective of the arrival date and time.
When you attend the Meeting in person, you are kindly requested to present the voting form at the reception.
If revisions to the items for electronic provision measures arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the aforementioned individual websites on the internet.
Shareholders who have made a request for documentary delivery will be sent a document that describes the items for electronic provision measures. However, in accordance with the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company, the document will exclude the following items:
“Company frameworks and policies” of the Business Report
“Notes to the Consolidated Financial Statements”
“Notes to the Non-Consolidated Financial Statements”
Therefore, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the relevant document are part of the documents audited by the financial auditor and the Audit & Supervisory Board Members when preparing the audit report.
Reference Documents for General Meeting of ShareholdersProposal No. 1 Election of Eight DirectorsAt the conclusion of the Meeting, the terms of office of all ten Directors will expire. Therefore, in order to strengthen the oversight function of management within the Board of Directors by increasing the ratio of outside Directors, the Company proposes the election of eight Directors by reducing the number of Directors by two. Appointment of the candidates for the Directors were made with the report submitted by the Nominating and Remuneration Committee, in which independent outside Directors make up a majority of the members.
The candidates for Director are as follows:
Candidate No.
Name
Position in the Company
Responsibility in the Company, and significant concurrent positions outside the Company
1
Goji Fujishiro
Representative Director, Chairman & CEO
Chairman of the Board of FALTEC Co., Ltd.
Reelection Male
2
Koji Owa
President & COO
New election Male
3
Hiroshi Suehiro
Representative Director
Director of FALTEC Co., Ltd.
Reelection Male
4
Hideki Tsukamoto
Director
Managing Executive Officer
Head of Sales & Marketing, Head of Purchasing
Reelection Male
5
Toshihisa Kato
Director
—
Reelection Male Outside Independent
6
Kanako Osawa
Director
Attorney at law
Outside Director (Audit & Supervisory Committee Member) of LINTEC Corporation
Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd. Outside Audit & Supervisory Board
Member of Toshiba Tec Corporation
Reelection Female Outside Independent
7
Kenji Muneto
Director
Management consultant
Outside Director of EcoDesign, Inc.
Reelection Male Outside Independent
8
Kanako Fukuda
—
New election Female Outside Independent
Candidate No.
Name
Career summary, position and responsibility in the Company
1
Goji Fujishiro
Reelection Male
Date of birth:
January 5, 1965
Number of shares of the Company held:
22,050
Number of years in office:
2 years
Attendance at Board of Directors meetings: 16/16
Apr. 1987
Joined The Fuji Bank, Limited (Currently Mizuho Bank, Ltd.)
Apr. 2015
Executive Officer and General Manager of Executive Secretariat of Mizuho Financial Group, Inc.
Apr. 2016
Managing Executive Officer in charge of Sales of Mizuho Bank Ltd.
Apr. 2018
Managing Executive Officer and Head of Global Products Unit of Mizuho Financial Group, Inc.
Apr. 2019
Managing Executive Officer, Head of Asset
Management Company and Head of Global Products Unit
Apr. 2020
Senior Managing Executive Officer in charge of West Japan of Mizuho Bank Ltd.
Apr. 2021
Deputy President & Executive Officer in charge of West Japan
May 2021
Deputy President & Executive Officer in charge of West Japan and Head of Kansai Regional Group
June 2023
Deputy President and Executive Officer of the Company
Apr. 2024
Deputy President and Executive Officer Head of Overseas Operations
June 2024
Director of FALTEC Co., Ltd.
Director, Deputy President and Executive Officer of the Company (Head of Overseas Operations)
Apr. 2025
Representative Director, Deputy President and Executive Officer of the Company
Apr. 2026
Chairman of the Board of FALTEC Co., Ltd. (current position)
Representative Director, Chairman & CEO of the Company (current position)
Significant concurrent positions outside the Company
Chairman of the Board of FALTEC Co., Ltd.
Reasons for nomination as candidate for Director
Goji Fujishiro has abundant management experience and broad knowledge in various areas such as banking and finance after holding the executive positions in other companies over the long term. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
Candidate No.
Name
Career summary, position and responsibility in the Company
2
Koji Owa
New election Male
Date of birth:
December 24, 1969
Number of shares of the Company held:
7,464
Number of years in office:
—
Attendance at Board of Directors meetings:
—
Apr. 1990
Joined the Company
June 2014
General Manager of Production Engineering Department of Nagano Plant
June 2017
Seconded as General Manager (and President) of
United Piston Ring, Inc., Overseas Operations DEPT. No.1
Apr. 2021
General Manager of Nagano Plant
Apr. 2023
Executive Officer (Head of Production (Piston Ring))
Apr. 2026
President & COO (current position)
Significant concurrent positions outside the Company
—
Reasons for nomination as candidate for Director
Koji Owa has broad experience and knowledge in the products and business of the TPR Group, having held important positions in the Company’s production departments over many years. Accordingly, the Company proposes to nominate him as a candidate to serve as Director.
Candidate No.
Name
Career summary, position and responsibility in the Company
3
Hiroshi Suehiro
Reelection Male
Date of birth:
September 11, 1958
Number of shares of the Company held:
66,902
Number of years in office:
8 years
Attendance at Board of Directors meetings: 16/16
Apr. 1981
Joined The Fuji Bank, Limited (Currently Mizuho Bank, Ltd.)
Apr. 2008
Executive Officer, General Manager of Corporate Banking Division No. 7 of Mizuho Corporate Bank, Ltd.
Apr. 2011
Managing Executive Officer, Head of Asia & Oceania
Apr. 2014
Managing Executive Officer, Head of the Americas
of Mizuho Bank, Ltd.
Apr. 2015
Senior Managing Executive Officer, Head of the
Americas
Apr. 2017
Deputy President & Senior Executive Officer, Head of the Americas of Mizuho Financial Group, Inc.
Apr. 2017
Deputy President & Executive Officer, Head of the Americas of Mizuho Bank, Ltd.
May 2018
Deputy President and Executive Officer of the Company
June 2018
Director, Deputy President and Executive Officer
June 2019
Chairman of the Board of FALTEC Co., Ltd.
June 2019
Representative Director, Chairman & CEO of the Company
Apr. 2021
Director of FALTEC Co., Ltd.
June 2024
Chairman of the Board of FALTEC Co., Ltd.
Apr. 2026
Director of FALTEC Co., Ltd. (current position) Representative Director of the Company (current position)
Significant concurrent positions outside the Company
Director of FALTEC Co., Ltd.
Reasons for nomination as candidate for Director
Hiroshi Suehiro has abundant management experience and broad knowledge in various areas such as banking and finance due to having served as Representative Director, Chairman & CEO of the Company after holding the executive positions in other companies over the long term. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
Candidate No.
Name
Career summary, position and responsibility in the Company
4
Hideki Tsukamoto
Reelection Male
Date of birth:
April 2, 1967
Number of shares of the Company held:
15,400
Number of years in office:
1 year
Attendance at Board of Directors meetings: 13/13
Apr. 1990
Joined the Company
June 2014
General Manager of Nagoya Sales Office
June 2017
General Manager of Corporate Planning Department
July 2017
General Manager of Corporate Planning Department, and General Manager of New Business Planning Department
June 2019
Executive Officer, General Manager of Corporate Planning Department, and General Manager of New Business Planning Department
Apr. 2020
Executive Officer (Head of New Business Planning & Development)
Apr. 2025
Managing Executive Officer (Head of Sales & Marketing, Head of Purchasing)
June 2025
Director, Managing Executive Officer (current position)
Head of Sales & Marketing, Head of Purchasing
Significant concurrent positions outside the Company
—
Reasons for nomination as candidate for Director
Hideki Tsukamoto has broad experience and knowledge in the products and business of the TPR Group, having held important positions in the Company’s sales and new business development departments over many years. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
Candidate No.
Name
Career summary, position and responsibility in the Company
5
Toshihisa Kato
Reelection Male Outside Independent
Date of birth:
November 25, 1953
Number of shares of the Company held:
10,876
Number of years in office:
7 years
Attendance at Board of Directors meetings: 16/16
Apr. 1978
Joined Ajinomoto Co., Inc.
July 1996
Associate General Manager of Central Research Laboratories
July 1998
Associate General Manager of Research and Development Department
July 2000
General Manager of Production Division No. 1 of Tokai Plant
Apr. 2005
General Manager of Fine Chemical & Pharmaceutical Industrialization Center
July 2006
General Manager of Tokai Plant
July 2007
Corporate Executive Officer, General Manager of Tokai Plant
July 2009
Corporate Executive Officer, General Manager of AOC Department, Bioscience Products & Fine Chemicals Division
Oct. 2010
Corporate Executive Officer, General Manager of Material Development & Application Labs, Bioscience Products & Fine Chemicals Division
July 2011
Corporate Vice President, Deputy Chief Technology Officer
In charge of Open Innovation Affairs and Intellectual Property Affairs
July 2013
Corporate Vice President, General Manager of Institute For Innovation
July 2017
Advisor
June 2019
Outside Director of the Company (current position)
Significant concurrent positions outside the Company
—
Reasons for nomination as candidate for outside Director and outline of expected roles
Toshihisa Kato has experience of having held important positions in operating companies over many years, and has experience in corporate management, and the Company has therefore deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
Candidate No.
Name
Career summary, position and responsibility in the Company
6
Kanako Osawa
Reelection Female Outside Independent
Date of birth:
December 22, 1970
Number of shares of the Company held:
7,076
Number of years in office:
5 years
Attendance at Board of Directors meetings: 16/16
Mar. 1998
Graduated from Legal Training and Research Institute of Japan (the 50th Class), Supreme Court of Japan
Apr. 1998
Registered as an attorney at law
Apr. 1998
Joined Kajitani Law Offices (current position)
Oct. 2005
Admitted to the bar of the State of New York, USA
June 2015
Outside Director (Audit & Supervisory
Committee Member) of LINTEC Corporation (current position)
June 2021
Outside Director of the Company (current position)
Mar. 2022
Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd. (current position)
June 2022
Outside Audit & Supervisory Board Member of Toshiba Tec Corporation (current position)
Significant concurrent positions outside the Company
Attorney at law
Outside Director (Audit & Supervisory Committee Member) of LINTEC Corporation
Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd.
Outside Audit & Supervisory Board Member of Toshiba Tec Corporation
Reasons for nomination as candidate for outside Director and outline of expected roles
Although she does not have experience of being involved in corporate management directly by any method other than being an outside officer in the past, Kanako Osawa has been active in a wide range of fields as an attorney at law and has cultivated expert knowledge and experience. The Company has therefore deemed that she will appropriately execute her duties as outside Director of the Company. Accordingly, the Company proposes to nominate her as a candidate to continue serving as Director. If she is elected, she will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
Candidate No.
Name
Career summary, position and responsibility in the Company
7
Kenji Muneto
Reelection Male Outside Independent
Date of birth:
June 1, 1961
Number of shares of the Company held:
4,326
Number of years in office:
3 years
Attendance at Board of Directors meetings: 16/16
Apr. 1985
Joined Diesel Kiki Co., Ltd.
Apr. 2004
General Manager, Business Planning Department, Sales Division, Head Office of Bosch Automotive Systems Corporation
Apr. 2007
General Manager, No. 2 Sales Department, Fuel
Injection System Unit of Bosch Corporation
Apr. 2009
Executive Officer, Fuel Injection System Unit, General Manager of Sales Division
Aug. 2013
Senior Managing Executive Officer, and President of Bosch Fuel Injection Business Japan Division
June 2021
Retired from Bosch Corporation
Sept. 2021
Management consultant (current position)
June 2023
Outside Director of the Company (current position)
Apr. 2026
Outside Director of EcoDesign, Inc. (current position)
Significant concurrent positions outside the Company
Management consultant
Outside Director of EcoDesign, Inc.
Reasons for nomination as candidate for outside Director and outline of expected roles
Kenji Muneto has experience of having held important positions in operating companies over many years, and has experience in corporate management, and the Company has therefore deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
Candidate No.
Name
Career summary, position and responsibility in the Company
8
Kanako Fukuda
New election Female Outside Independent
Date of birth:
(June 29, 1965)
Number of shares of the Company held:
0
Number of years in office:
—
Attendance at Board of Directors meetings:
—
Apr. 1988
Joined Sumitomo Chemical Co., Ltd.
Apr. 2013
General Manager, CSR Promotion Office (Social Contribution and Disaster Recovery Support), Sumitomo Chemical Co., Ltd.
Apr. 2016
General Manager, CSR Promotion Department, Sumitomo Chemical Co., Ltd.
Apr. 2019
Director and General Manager, CSR Promotion Department, Sumitomo Chemical Co., Ltd.
Apr. 2020
Executive Officer of Sumitomo Chemical Co., Ltd., and Vice President of Sumitomo Chemical Europe S.A./N.V.
Apr. 2021
Executive Officer of Sumitomo Chemical Co., Ltd., and President of Sumitomo Chemical Europe S.A./N.V.
Apr. 2024
Managing Executive Officer, General Manager of Sustainability Department, Sumitomo Chemical Co., Ltd.
Apr. 2026
Advisor, Sumitomo Chemical Co., Ltd. (current position)
Significant concurrent positions outside the Company
—
Reasons for nomination as candidate for outside Director and outline of expected roles
Kanako Fukuda has experience of having held important positions in operating companies over many years, as well as abundant experience and broad knowledge in CSR and sustainability promotion. The Company has therefore deemed that she will appropriately execute her duties as outside Director, and proposes to nominate her as a candidate for Director. If she is elected, she will be involved in matters related to the nomination and remuneration of the Company’s Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
Notes: 1. There is no special interest between any of the candidates and the Company.
Toshihisa Kato, Kanako Osawa, Kenji Muneto, and Kanako Fukuda are candidates for outside Director. The Company has provided notice of the statuses of Toshihisa Kato, Kanako Osawa, and Kenji Muneto as independent officers to the Tokyo Stock Exchange. If Kanako Fukuda is elected, the Company plans to provide notice of her status as an independent officer to the Tokyo Stock Exchange.
The Company has entered into limited liability agreements of damages with Toshihisa Kato, Kanako Osawa, and Kenji Muneto in order to enable them to adequately perform the expected role as outside Director, and plans to continue this agreement with them if their election is approved. If Kanako Fukuda is elected, the Company plans to newly enter into an agreement with her.
The outline of the agreement is as follows:
If the Company incurs damage as a result of the failure of the outside Director to perform his/her duties, as long as the outside Director performed his/her duties in good faith and without gross negligence, the liability for damage that the outside Director shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and a summary of the contents of the agreement is described in 3. “Matters Concerning Company Officers” of the Business Report (Japanese). If the election of the candidates for Director is approved, they will be included as an insured person under this insurance policy. In addition, the Company plans to renew the insurance policy with the same contents at the next renewal.
The Company stipulates in its Articles of Incorporation that the upper limit of Audit & Supervisory Board Members is five. At the conclusion of the Meeting, the terms of office of Yutaka Sukegawa and Shinya Tanaka will expire. Therefore, the Company proposes the election of two Audit & Supervisory Board Members.
Furthermore, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidates for Audit & Supervisory Board Member are as follows:
Candidate No. | Name | Career summary, position in the Company | |
1 | Shinichi Manabe New election Male Outside Independent Date of birth: (September 1, 1962) Number of shares of the Company held: 0 Number of years in office: — Attendance at Board of Directors meetings: — Attendance at Audit & Supervisory Board meetings: — | Apr. 1986 | Joined The Yasuda Mutual Life Insurance Company |
Apr. 2005 | Corporate Sales General Manager, Corporate Sales Department II, Public Corporations Division IV, Meiji Yasuda Life Insurance Company | ||
Apr. 2009 | Corporate Sales General Manager, South Kyushu Corporate Sales Department, Kyushu & Okinawa Public Corporations Division, Meiji Yasuda Life Insurance Company | ||
Apr. 2012 | General Manager, Kinki Public Corporations Department II, Kinki Public Corporations Division, Meiji Yasuda Life Insurance Company | ||
Apr. 2015 | Internal Audit Officer, Internal Audit Department, Meiji Yasuda Life Insurance Company | ||
Apr. 2017 | General Manager, Osaka Public Corporations Division, Meiji Yasuda Life Insurance Company | ||
Apr. 2021 | General Manager, Hokkaido & Tohoku Public Corporations Division, Meiji Yasuda Life Insurance Company | ||
Apr. 2024 | Seconded to Meiji Yasuda Life Planning Center Co., Ltd., Affiliated Companies Department of Meiji Yasuda Life Insurance Company (General Manager of Corporate Administration Support Department) (current position) | ||
Significant concurrent positions outside the Company | |||
— | |||
Reasons for nomination as outside Audit & Supervisory Board Member | |||
Although he does not have experience of being involved in corporate management directly, Shinichi Manabe has a long-spanning career history working in corporate sales departments of other companies, and he has extensive experience and insight in relation to finance and taxation. The Company has therefore deemed that he is suitably qualified to carry out audits of business operations. Accordingly, the Company proposes to nominate him as a candidate to serve as Audit & Supervisory Board Member. | |||
Candidate No. | Name | Career summary, position in the Company | |
2 | Eijiro Yamanaka New election Male Outside Independent Date of birth: (November 28, 1962) Number of shares of the Company held: 0 Number of years in office: — Attendance at Board of Directors meetings: — Attendance at Audit & Supervisory Board meetings: — | Apr. 1985 | Joined The Yasuda Trust & Banking Co., Ltd. |
Dec. 2009 | General Manager of Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd. | ||
Apr. 2013 | General Manager of Trust Comprehensive Sales Department No. 8, Mizuho Trust & Banking Co., Ltd. | ||
Apr. 2014 | Executive Officer and Manager of Fukuoka Branch, Mizuho Trust & Banking Co., Ltd. | ||
Apr. 2017 | Retired from Mizuho Trust & Banking Co., Ltd. | ||
Apr. 2017 | Appointed President and Director of Sanpou Insurance Services Co., Ltd. | ||
Apr. 2026 | Retired from Sanpou Insurance Services Co., Ltd. | ||
Significant concurrent positions outside the Company | |||
— | |||
Reasons for nomination as outside Audit & Supervisory Board Member | |||
Eijiro Yamanaka has abundant management experience from his long-spanning career history as a company officer at other companies, and he has extensive knowledge and insight in relation to finance. The Company has therefore deemed that he is suitably qualified to carry out audits of business operations. Accordingly, the Company proposes to nominate him as a candidate to serve as Audit & Supervisory Board Member. | |||
Notes: 1. There is no special interest between any of the candidates and the Company.
Shinichi Manabe and Eijiro Yamanaka are candidates for outside Audit & Supervisory Board Member. If Shinichi Manabe and Eijiro Yamanaka are elected, the Company plans to provide notice of their status as independent officers to the Tokyo Stock Exchange.
The Company plans to enter into an agreement to limit the liability of damages with Eijiro Yamanaka in order to enable him to adequately perform the expected role as outside Audit & Supervisory Board Member if his election is approved. The outline of the agreement is as follows: (Shinichi Manabe is not included because he is scheduled to assume office as Full-Time Audit & Supervisory Board Member.)
If the Company incurs damage as a result of the failure of the outside Audit & Supervisory Board Member to perform his/her duties, as long as the outside Audit & Supervisory Board Member performed his/her duties in good faith and without gross negligence, the liability for damage that the outside Audit & Supervisory Board Member shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and a summary of the contents of the agreement is described in 3. “Matters Concerning Company Officers” of the Business Report (Japanese). If the election of the candidates for Audit & Supervisory Board Member is approved, they will continue to be included as an insured person under this insurance policy. In addition, the Company plans to renew the insurance policy with the same contents at the next renewal.
(Reference) Corporate Governance Overview
The Company has adopted a company structure with an Audit & Supervisory Board as its institutional design, and is committed to ensuring transparency and soundness in management and to building a corporate governance system that enables sustainable growth.
The Board of Directors includes multiple highly independent outside Directors and outside Audit & Supervisory Board Members. To enhance transparency, objectivity, and oversight from an external perspective, the Company has established a Nominating and Remuneration Committee, whose majority is made up of independent outside Directors. The Company has also established various committees, including the Sustainability Promotion Committee, Compliance Committee, Risk Management Committee, and Health and Safety Committee, to enhance the soundness of management. The Audit & Supervisory Board functions independently from the Board of Directors and audits the execution of duties by the Directors. It works closely with the internal audit and internal control departments to ensure effective and appropriate audits.
To enable prompt decision-making and enhance operational efficiency by separating management oversight from business execution, an Executive Officer System has been adopted.
Corporate governance system
The corporate governance system of the Company is as follows.
(as of March 31, 2026)
Changes in corporate governance structure
(Reference) Policy for Election of DirectorsThe Company’s Articles of Incorporation stipulate that the number of Directors be no more than ten, which is an appropriate size for rapid decision-making on an ongoing basis.
As part of the process of Director candidate nomination, we create a matrix that lists the skills, career history, and expertise of each current Director. We then consider the knowledge, experience, and capabilities of the candidates. These include their ability to make accurate and prompt decisions at Board of Directors meetings, their ability to properly manage business from a global perspective, their ability to monitor the execution of business by other Directors, and their ability to comprehensively oversee the business divisions they would be in charge of. We then select the candidates from a comprehensive perspective with the aim of putting the right person in the right position, regardless of nationality or gender.
Going forward, the Company will continue to emphasize balance when selecting Director candidates, following the established scale and approach.
(Reference) Criteria for Determining the Independence of Outside OfficersThe Company uses the following criteria for determining the independence of its outside officers.
In order for an outside Director or outside Audit & Supervisory Board Member of the Company to be considered independent, that individual must not fall under any of the following categories:
Executive directors, executive officers or other employees of the Company or any of its subsidiaries
Entities for which the Company is a major client or the executives of such entities
The Company’s major clients or their executives
A consultant, accounting professional, or legal professional who receives a large amount of money or other property from the Company other than officer remuneration (If the entity receiving the property concerned is an organization such as a corporation or association, this refers to any person who belongs to that organization)
Anyone who has fallen under any of the categories of ii., iii., or iv. above in the past year
A spouse or a relative within the second degree of kinship of any person that falls under any of the categories of i. through v. above (excluding unimportant positions).
Notes: 1. “Entity for which the Company is a major client” refers to a party that received payments from the Company in the most recent fiscal year amounting to 2% or more of that party’s annual consolidated net sales, or 100 million yen, whichever is greater.
“The Company’s major client” refers to a party that made payments to the Company in the most recent fiscal year amounting to 2% or more of the Company’s annual consolidated net sales, or 100 million yen, whichever is greater.
Receiving “a large amount of money or other property from the Company other than officer remuneration” refers to receiving money or assets from the Company—excluding officer remuneration—in an amount equivalent to 2% or more of that party’s sales or total revenue, or 10 million yen, whichever is greater, during the most recent fiscal year.
Name | Position in the Company | Fields of expertise | Nominating and Remuneration Committee | |||||||||
Corporate Management | Finance | Production, Engineering and/or IT | Sales | Global | Legal Affairs and/or Risk Management | |||||||
Director | Goji Fujishiro | Representative Director, Chairman & CEO | ● | ● | ● | ● | ● | ● | Reelection Male | |||
Koji Owa | Representative Director, President & COO | ● | ● | ● | New election Male | |||||||
Hiroshi Suehiro | Representative Director | ● | ● | ● | ● | Reelection | ||||||
Male | ||||||||||||
Hideki Tsukamoto | Director Managing Executive Officer | ● | ● | ● | Reelection Male | |||||||
Toshihisa Kato | Director | ● | ● | ● | ● | ● | Reelection | |||||
Male | ||||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
Kanako Osawa | Director | ● | ● | ● | ● | Reelection | ||||||
Female Outside | ||||||||||||
Independent | ||||||||||||
Kenji Muneto | Director | ● | ● | ● | ● | ● | Reelection | |||||
Male | ||||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
Kanako Fukuda | Director | ● | ● | ● | ● | New election | ||||||
Female Outside | ||||||||||||
Independent | ||||||||||||
Audit & Supervisory Board Member | Masahiro Kitahara | Full-Time Audit & Supervisory Board Member | ● | ● | ● | Male | ||||||
Ryoji Kojima | Full-Time Audit & Supervisory Board Member | ● | ● | Male | ||||||||
Shinichi Manabe | Full-Time Audit & Supervisory Board Member | ● | ● | ● | New election | |||||||
Male | ||||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
Takashi Yonekawa | Audit & Supervisory Board Member | ● | ● | ● | ● | Male | ||||||
Outside | ||||||||||||
Independent | ||||||||||||
Eijiro Yamanaka | Audit & Supervisory Board Member | ● | ● | ● | ● | New election | ||||||
Male | ||||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
Skill item | Reason for selection |
Corporate Management | To achieve sustainable growth for the Group and enhance corporate value over the medium to long term, insight in areas such as the formulation and execution of management strategies, organizational management, and business portfolio management is essential. This item was selected because, as the business environment surrounding the automotive industry undergoes significant changes, a high level of knowledge in overall management serves as the foundation for the Board of Directors’ decision-making and oversight functions. |
Finance | Insight in finance, accounting, and capital policy is essential for managing business with a capital efficiency in mind, making sound investment decisions, maintaining and improving financial soundness, and fostering constructive dialogue with shareholders and investors. This item was selected to achieve a balance between sustainable growth investments and a stable management foundation. |
Production, Engineering and/or IT | The source of the Company’s competitiveness lies in manufacturing capabilities backed by quality, productivity, and technical expertise. In addition, the importance of addressing environmental sustainability, strengthening development capabilities, innovating production processes, and promoting digital transformation has grown significantly in recent years. This item was selected as insight in manufacturing, technological development, and IT utilization is directly linked to maintaining and enhancing business competitiveness. |
Sales | Within the Group, it is essential to propose products and specifications that accurately meet customer needs through business operations that integrate sales and engineering. Establishing highly precise specifications through close communication with customers from the design phase through to mass production is one of the sources of the Company’s competitive ability. This item was selected because such insight and experience in sales are indispensable for strengthening the customer base and ensuring the sustainable growth of business. |
Global | The Group has been setting up overseas sites for many years, and global business infrastructure is a key strength. Insight and experience in international business are essential for business operations that take into account regional market characteristics, customer needs, geopolitical risks, and supply chains. This item was selected based on the recognition that this global perspective is a critical factor in maintaining and enhancing the Group’s competitiveness and supporting sustainable growth. |
Legal Affairs and/or Risk Management | As legal systems and compliance requirements surrounding corporate activities become increasingly complex, it is essential to establish and operate appropriate internal controls, risk management, and governance systems. This item was selected to ensure sound and transparent management and to uphold the trust of stakeholders. |
Policy on cross-shareholding
The Company believes that collaboration with various companies is essential for business expansion and sustainable growth.
To enhance its corporate value while maintaining cooperative relationships, the Company assesses the medium- to long-term strategic importance of each investment by comprehensively considering factors such as business strategy relevance, relationships with business partners, and profitability relative to capital cost. We retain only those shareholdings that are deemed reasonable under this policy. Based on this policy, the appropriateness of each individual holding is reviewed annually at the Board of Directors meeting. The Company then reduces its holdings of any shares that are determined to lack sufficient justification for continued ownership.
Exercise of voting rights related to cross-shareholdings
The Company exercises voting rights for its cross-shareholdings based on the following criteria, evaluating each proposal individually.
Whether the proposal contributes to the medium- to long-term enhancement of the Company’s corporate value as a shareholder
Whether the proposal raises concerns regarding violations of laws or breaches of corporate ethics
Initiative to reduce cross-shareholdings
As part of our 2026 Medium-Term Management Plan, the Company is committed to improving capital efficiency in order to achieve sustainable corporate value enhancement. Accordingly, we plan to allocate funds obtained through the sale of cross-shareholdings to growth investments and shareholder returns.
Status of cross-shareholdings
In accordance with the above policy, the Company continued to reduce cross-shareholdings by selling three holdings in FY2025. However, due to fluctuations in stock prices, the market value of some shares increased, resulting in a balance sheet amount of 48,516 million yen. Note that we will continue to reduce our holdings in FY2026 as well.
Category | As of March 31, 2025 | As of March 31, 2026 (Current Period) | ||
Number of Stocks Held | Total Balance Sheet Amount (Million Yen) | Number of Stocks Held | Total Balance Sheet Amount (Million Yen) | |
Stocks Not Listed | 15 | 707 | 15 | 1,233 |
Stocks Other Than Those Not Listed | 26 | 26,237 | 24 | 33,210 |
Shares Deemed to Be Held | 10 | 12,235 | 9 | 14,073 |
Total | 51 | 39,179 | 48 | 48,516 |
Consolidated Net Assets | 198,635 | 213,016 | ||
Shareholding Ratio | 19.7% | 22.8% |
