Air Water will transition to a company with an Audit and Supervisory Committee on Sept. 22, 2026, appointing independent outside director Mikihiko Kato as chairman. This move aims to strengthen oversight and restore trust after past accounting irregularities.
Air Water (TSE Prime, Sapporo) will officially transition to a company with an Audit and Supervisory Committee following approval of relevant proposals at an Extraordinary General Meeting of Shareholders on Sept. 22, 2026. This organizational change reviews the functions and operation of the board of directors, aiming to shift to a system that enhances discussion on management strategy, major risks, internal controls, and group management while effectively supervising business execution.
Crucially, this is not merely a structural design change. Directors serving as Audit and Supervisory Committee members will retain voting rights in the board of directors. Air Water will also revise the scope of items submitted to the board and the extent of authority delegated to business execution. These adjustments aim to improve the effectiveness of the board's supervisory and check-and-balance functions.
To enhance independence and objectivity, the new board composition includes outside directors for five of the nine directors (excluding those serving as Audit and Supervisory Committee members) and four of the six directors who serve on the committee. Air Water views this transition as a fresh start toward restoring trust and sustaining corporate value, committing to steady execution of governance reforms and internal management strengthening.
Enhancing the effectiveness of audit functions Air Water selected independent outside director Mikihiko Kato as chairman to clearly separate business execution from oversight. By operating the board from an objective position independent of execution, the company aims to promote fair and vigorous deliberation and demonstrate effective supervisory functions to enhance corporate value.
Mikihiko Kato, an independent outside director, was selected as the new chairman of the board of directors. He assumed office on Sept. 22, 2026, operating from an objective standpoint independent of business execution. This measure is expected to encourage free and constructive discussion, further improving the effectiveness, objectivity, and transparency of the board's supervisory functions.
The new board structure is designed to heighten independence and objectivity by appointing outside directors to key positions. Specifically, five of the nine non-committee directors and four of the six Audit and Supervisory Committee directors are outsiders. This composition facilitates robust discussion on management strategy, major risks, internal controls, and group management, enabling effective supervision of business execution.
| Category | Number of Outside Directors in New System | Notes |
|---|---|---|
| Directors (excluding committee members) | 5 | Out of 9 total |
| Directors serving on the Audit and Supervisory Committee | 4 | Out of 6 total |
Air Water treats this change in corporate structure and board system as a new beginning aimed at restoring trust and sustainable value. The company will continue to execute governance reforms and internal management strengthening to win back confidence from shareholders, investors, and all stakeholders. The appointment of Kato as chairman reflects the priority placed on separating execution from oversight, ensuring fair deliberation and effective supervision to drive corporate value upward.
Analyst take
Air Water's shift to a company with an Audit and Supervisory Committee marks a decisive step in its governance overhaul, placing independent outside director Mikihiko Kato as chairman. This structural change separates execution from oversight, aiming to foster objective deliberation and restore investor trust following past accounting issues. Strong commitment to trust is evident as the company prioritizes transparency and sustainable value creation.
