Other
1. 1.Introduction of Takeover Defense Measures
| Introduction of Takeover Defense Measures | Not in Place |
|---|
Additional Information
Our company has not introduced anti-takeover measures. And We have no intention of introducing the measures again. In the event that the Company’s shares are subject to a major acquisition offer, the Board of Directors will carefully consider the matter, respecting the opinions of the independent outside directors, recognizing that the most important factor is whether the acquisition will contribute to the enhancement of the Company's corporate value and gain the confidence of the Company’s shareholders. In addition, we will respect the rights of our shareholders and will not unreasonably prevent them from accepting the acquisition offer.
2.Other Corporate Governance Measures
・System for Information Disclosure
Because our company considers fundamental the timely disclosure of Company information to its investors, and in conformance with that principle, a system has been put in place to ensure that whenever important issues or material facts come to light, all submissions, resolutions, and reports issued by the Board of Directors as prescribed by Board guidelines are swiftly and adequately disclosed by the Representative Director or such other person responsible for such disclosures.
This system is illustrated by the "Disclosure Structure."
【 Disclosure Policy 】
（Objectives）
Our company respect respects the principles of the “Fair Disclosure Rules” set forth in the Financial Instruments and Exchange Act, and through timely and appropriate disclosure of fair and highly transparent information, and through dialogues with stakeholders including shareholders and investors, our company strives to raise the quality of corporate management and enhance corporate value in a sustainable manner, while enriching communication, and maintaining and improving relationships of mutual trust. Therefore, our company has established the Disclosure Policy.
（Applicable Scope）
These rules apply to procedures for corporate information disclosures by NIPPON EXPRESS Holdings, Inc. to shareholders, investors, and other stakeholders.
（Disclosure Standards）
Our company, pursuant to relevant laws and regulations as well as rules set forth by the Tokyo Stock Exchange, properly manages important information to be disclosed regarding our company and its Group companies, etc., and discloses such information while ensuring accuracy of disclosed details. In specific terms, important information denotes information subject to insider trading regulations, and definitive final financial results information that have yet to be announced and that could significantly impact the price of securities.
Additionally, we proactively disclose information which it deems to be useful for deepening the understanding of our management policy and businesses (“useful information”), in addition to information set forth in laws, regulations and disclosure rules, etc.
（Disclosure Methods）
Our company discloses important information via TDnet, the Timely Disclosure network system of the financial instruments exchange, and via EDINET, the Electronic Disclosure for Investors’ Network for the disclosure of annual securities reports and other documents pursuant to the Financial Instruments and Exchange Act, and upon disclosure, promptly posts the contents of such disclosures on our Website.
Additionally, we distribute useful information externally and widely through news releases, press conferences, briefings, materials posted on our Website and IR email distribution, etc. Our company will strive to accelerate the speed of disclosure of English translations of information.
（Internal Framework for Disclosures）
Our company, in an effort to encourage dialogues with shareholders and investors, has established the Investor Relations Promotion Group in the Corporate Planning Division, while the Officer in charge of the Corporate Planning Division oversees IR activities. The Investor Relations Promotion Group serves as the secretariat for information disclosures and the Disclosure Policy is determined by the Board of Directors based on the consultation with the Corporate Communication Division, the Secretarial Division, the Accounting Division, the Financial Planning Division and the Corporate Planning Division on the appropriateness of information disclosure policies and information disclosure activities.
Based on this Disclosure Policy, our company discloses information, under the responsibility of the Representative Director or the officers in charge of each information to be disclosed.
The Board of Directors shares details of the disclosure activities reported by the Officer in charge of the Corporate Planning Division and confirms the appropriateness of such activities.
（Dialogues with Shareholders and Investors, and Feedback）
In addition to individual interviews conducted in Japan and overseas, financial result briefings are held in each quarter. Our company is endeavoring to create opportunities for dialogues by holding tours of its facilities, business briefings and small meetings sponsored by our company, as appropriate, as well as taking part in small meetings and IR conferences sponsored by securities companies.
In addition to individual interviews conducted in Japan and overseas, financial result briefings are held in each quarter. Our company is endeavoring to create opportunities for dialogues by holding tours of its facilities, business briefings and small meetings sponsored by our company, as appropriate, as well as taking part in small meetings and IR conferences sponsored by securities companies.
Opinions, etc. obtained through dialogues are periodically fed back to the Board of Directors via the Director in charge of the Corporate Planning Division. Additionally, such feedback is shared with executive personnel including the Executive Officers and the relevant divisions in our company, and reflected in corporate activities.
（Handling of Undisclosed Important Information）
To prevent undisclosed important information from being disclosed to only a select few capital market participants, our company thoroughly communicates the principles of the Disclosure Policy and the importance of information management to parties handling such information. In the event of the unintentional communication of material information, or in other cases in which it is difficult to provide simultaneous disclosure, our company will provide prompt disclosure.
（Quiet period）
To prevent leaks of financial results information and to ensure the fairness of disclosures, our company establishes a quiet period from the day following the fiscal year-end to the date of announcement of the financial results. During this period, our company refrains from answering questions relating to our financial results, financial forecasts and plans. However, in the event it becomes likely during the quiet period that our financial results will deviate widely from the financial forecasts, our company will disclose information, as necessary, pursuant to laws, regulations and disclosure rules.
（Financial Forecasts and Future Predictions）
The financial forecasts and the future predictions regarding management strategies and other matters that our company discloses are based on certain assumptions considered to be reasonable in accordance with information available at the date of disclosures. Accordingly, actual business performance may differ from the disclosed forecasts and predictions due to a number of factors.
（Third Party Financial Forecasts）
In principle, our company does not offer any comments in regard to third-party opinions, recommendations or financial forecasts. However, our company may issue statements regarding opinions, etc., issued by third parties that contain major factual errors or misrepresentations to identify these errors as such.
【 Skill Matrix 】
Approach to Directors’ Skills
- The NX GROUP operates globally with the logistics business as its core. In this context, the Company, as the holding company that oversees the Group, will continue to evolve the Group governance framework on a global basis to ensure that corporate governance functions appropriately and to maximize value as a corporate group.
- The Company is a company with an Audit and Supervisory Committee. The Board of Directors has adopted a “monitoring model,” under which it delegates many decisions on important business execution to the executive divisions, and its role is to determine important management policies and supervise the executive divisions. To fulfill this role appropriately, the Board of Directors as a whole needs to have the skills required, taking into account the NX GROUP’s businesses, governance structure, and other factors.
- To supervise the management strategy for the Company to improve corporate value sustainably, the “Corporate management” skill is required first. In addition, to further accelerate global business growth, we also place importance on the “International business” skill in order to understand different cultures and practices and make management decisions from a global perspective. The “Finance and accounting,” “Legal and risk management,” and “Human resource development and labor management” skills form the basis for all decisions and are important for making sound and balanced decisions while responding appropriately to market expectations. Furthermore, toward sustainable growth and improving corporate value through co-creation with stakeholders, the importance of the “ESGs and sustainability” skill is increasing more and more. In addition, for Directors who have experience in the NX GROUP, we also consider “Experience in on-site operations” to be an important skill for a deep understanding of the Company’s business, as well as “Experience working for other NX GROUP companies,” which provides diverse and multifaceted perspectives on the Group.
- The table provides a list of the Directors and their skills, and we believe that the Board as a whole has the necessary skills. We believe that the skills required will change in response to the business environment and other factors, and we will continue to review them going forward.
【コーポレートガバナンス体制の概要（模式図）】
【 Disclosure Structure 】
