Keiwa to shift to audit and supervisory committee structure

Keiwa Incorporated announced its intention to transition from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee, effective October 28, 2025, pending approval at an extraordinary general meeting of shareholders. This move aims to enhance governance by deepening the separation of execution and oversight, enabling more agile decision-making, and strengthening the supervisory functions of the board. The company will also revise its articles of incorporation to reflect these changes.

The extraordinary general meeting of shareholders is scheduled for October 28, 2025, at 10:00 AM JST at the Tokyo Stock Exchange Hall. Key proposals include the election of 11 directors (excluding Audit & Supervisory Committee members), 3 Audit & Supervisory Committee members, and 1 substitute Audit & Supervisory Committee member. The board will also determine remuneration for directors and Audit & Supervisory Committee members, and approve a restricted stock grant for directors (excluding Audit & Supervisory Committee members and external directors).

The new board structure will see the appointment of Mr. Nobuhiko Seki as an external director. Mr. Seki brings extensive experience in manufacturing and investment, with a background in improving business performance at portfolio companies. The proposed changes also reflect adjustments to board size and responsibilities to align with the new governance framework.