Source disclosure: February 13, 2026
NOVARESE,Inc. [9160.T]
TOKYO, Feb 13 (Kyodo) - Novarese Inc., listed on the Tokyo Stock Exchange's Standard Market under code 9160, has announced that its board of directors has resolved to submit several key matters for deliberation at its upcoming 10th regular shareholders' meeting scheduled for March 19, 2026.
The company intends to implement an absorption merger with Escri Inc., effective as of April 1, 2026, following shareholder approvals obtained on November 14, 2025. This merger will result in Novarese absorbing Escri and subsequently transitioning to become a company with an audit committee. The changes include modifications to the articles of incorporation such as altering the company name, purpose, and total number of shares issuable. Additionally, new provisions related to the establishment of an audit committee and the removal of existing regulations concerning supervisory board members will be introduced. These amendments aim to facilitate more dynamic decision-making processes by allowing the board of directors to delegate important business decisions to executive officers through resolutions passed by the board itself. Furthermore, adjustments will be made to enable the board to decide on surplus distribution policies independently.
In conjunction with these structural changes, Novarese plans to enhance its corporate governance framework by appointing external directors to serve as audit committee members. This move is intended to strengthen oversight functions within the company and improve overall corporate management practices. As part of this transition, all current directors and auditors will see their terms expire upon the completion of the merger and necessary statutory revisions taking effect. Consequently, the company has pre-determined appointments for eight director positions and three auditor roles, which will be finalized after approval at the shareholders' meeting. Among the newly appointed candidates are Shigeru Shibuya from Escri, who will join as a new director alongside Yosuke Ogino, the incumbent president, and other executives from both companies. External directors Kyo Kimura and Tomoyuki Sakaguchi have also been nominated to serve as audit committee members, bringing fresh perspectives to the company’s governance structure.
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