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.
(Securities Code 7701)
May 30, 2024
To Shareholders with Voting Rights:
Yasunori Yamamoto
Representative Director, President & CEO
SHIMADZU CORPORATION
1, Nishinokyo Kuwabara-cho,Nakagyo-ku,
Kyoto, Japan
NOTICE OF THE 161ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We hereby notify that the 161st Annual General Meeting of Shareholders of SHIMADZU CORPORATION (the "Company") will be held for the purposes as described below.
In convening this General Meeting of Shareholders, we have taken measures to electronically provide information ("Matters for Electronic Provision") and have posted the Matters for Electronic Provision on the following websites on the Internet as "Notice of the 161st Annual General Meeting of Shareholders."
- The Company's website:https://www.shimadzu.com/ir/stock/meeting.html
In addition to the above website, the Matters for Electronic Provision have also been posted on the following website on the Internet.
-
The Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
*Please find the information by visiting the above Tokyo Stock Exchange website. On this page, you can search for the information by entering either the "Issue name (company name)" or "Securities code," and then by selecting "Basic Information" and "Documents for public inspection/PR information" tab.
You can exercise your voting rights in writing (by submitting the enclosed Voting Rights Exercise Form) or by electromagnetic means (via the Internet, etc.). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Tuesday, June 25, 2024, Japan standard time ("JST").
1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST)
2. Place: | Main Hall at the Head Office |
1, Nishinokyo Kuwabara-cho,Nakagyo-ku, Kyoto, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 161st Fiscal
Year (April 1, 2023 - March 31, 2024) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board
2. Non-consolidated Financial Statements for the 161st Fiscal Year (April 1, 2023 - March 31, 2024)
- 1 -
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Eight (8) Directors, Members of the Board
Proposal 3: Election of One (1) Audit & Supervisory Board Member
Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 5: Revision of the Content of Stock Compensation Scheme for Directors etc.
Instructions for the Exercise of Voting Rights
The following methods are available for exercising voting rights. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.
Exercise voting rights
You can exercise your voting rights in writing or by electromagnetic means.
-
Exercise of voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form by mail so that we can receive it no later than the following deadline. If you do not indicate your vote for or against each proposal on the Voting Rights Exercise Form, you will be deemed to have approved the proposal.
Deadline: 5:00 p.m. Tuesday, June 25, 2024 (JST) - Exercise of voting rights via the Internet, etc.
Please access the Company's designated website (https://evote.tr.mufg.jp/) from a smartphone or a computer etc., enter your "Login ID" and "Temporary Password" both of which are noted on the Voting Rights Exercise Form, follow the on-screen instructions and exercise your voting rights.
Deadline: 5:00 p.m. Tuesday, June 25, 2024 (JST)
If you are able to attend the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: 10:00 a.m. Wednesday, June 26, 2024 (JST)
For inquiries about the system and other matters, contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: (0120) 173-027 (Toll Free) (available from 9:00 to 21:00) (Japan only)
Institutional investors can use the Electronic Voting Platform operated by ICJ, Inc. if they submit an application to do so in advance.
Handling of duplicate voting
- If the voting rights are exercised both in writing and by electromagnetic means and the vote for the same proposal differs, the exercise of voting rights by electromagnetic means shall be deemed valid.
- If the voting rights are exercised by electromagnetic means multiple times and the vote for the same proposal differs, the last exercise of voting rights shall be deemed valid.
-
Of the documents required to be provided with this Notice of Convocation, the following documents have been posted as the Matters for Electronic Provision on the Company's website (https://www.shimadzu.com/) in accordance with laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company. Therefore, those are not included in the documents delivered to shareholders who requested the delivery of paper-based documents.
*The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements, which are part of the Consolidated Financial Statements
*The Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements, which are part of the Non-consolidated Financial Statements
The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements as well as the Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements were audited by the Accounting Auditor and the Audit & Supervisory Board as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements in preparing the Audit Report. - Should the Matters for Electronic Provision require revisions, the revised versions will be posted on each website where they are posted.
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company views the return of profits to shareholders as a key management objective. The Company's basic policy is to maintain a dividend payout ratio of 30% or higher and provide constant shareholder returns, while taking into consideration earnings performance and cash flows comprehensively. The Company will strive to utilize its internal reserves mainly for investments that will lead to the Company's sustainable growth while ensuring fiscal health, such as growth investments in areas that create social value and investments to strengthen the base for human resources, development, manufacturing, and DX measures.
Based on this policy, with respect to the appropriation of surplus (year-end dividend) for the fiscal year ended March 31, 2024, taking into consideration the earnings performance for the year and business development from now on, the Company proposes payment of a dividend of 36 yen per share as shown below. Combined with the interim dividend, the total annual dividend will be 60 yen per share, an increase of 6 yen from the previous fiscal year.
- Type of dividend property Cash
-
Matters related to the allotment of dividend property to shareholders and the total amount
36 yen per share of common stock of the Company
Total amount: 10,613,326,464 yen - Effective date of distribution of surplus
June 27, 2024
Dividend per share / Payout ratio
(Yen)
80 | 40.0% | ||||
30.6% | 31.5% | ||||
31.0% | |||||
29.9% | |||||
60 | 27.8% | 27.8% | 60 | 62 | 30.0% |
25.4% |
22.2% | 22.3% | 23.7% | 54 | |||||||
48 | ||||||||||
36 | 36 | |||||||||
40 | 34 | 32 | 20.0% | |||||||
28 | 30 | 28 | ||||||||
24 | ||||||||||
20 | 19 | |||||||||
20 | 18 | 15 | 15 | 10.0% | ||||||
13 | ||||||||||
10 | ||||||||||
9 | 24 | 26 | ||||||||
20 | 22 | |||||||||
13 | 15 | 15 | ||||||||
9 | 10 | 11 | ||||||||
0 | 0.0% |
FY2015 | FY2016 | FY2017 | FY2018 | FY2019 | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 | |||||
(forecast) | ||||||||||||||
Interrim | Year-end | Payout ratio | ||||||||||||
- 3 -
Proposal 2: Election of Eight (8) Directors, Members of the Board
The terms of office of all eight (8) Directors, Members of the Board will expire at the closing of this Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors, Members of the Board.
The candidates for Director, Member of the Board are as follows.
Attendan | ||||||
Current positions and | ce at | |||||
No. | Name | Gender | Board of | |||
responsibilities at the Company | ||||||
Directors' | ||||||
meetings | ||||||
Chairman and Representative | 100% | |||||
1 | Teruhisa Ueda | Reappointment | Male | Director | ||
(13/13) | ||||||
Chairman of the Board | ||||||
2 | Yasunori Yamamoto | Reappointment | Male | Representative Director, | 100% | |
President & CEO | (13/13) | |||||
Director, Member of the Board | ||||||
Senior Managing Executive Officer | ||||||
3 | Akira Watanabe | Reappointment | Male | CFO | 100% | |
In charge of Corporate Strategy | (13/13) | |||||
Planning and Corporate | ||||||
Communications | ||||||
Director, Member of the Board | ||||||
Shuzo Maruyama | Senior Corporate Executive Officer | 100% | ||||
4 | Reappointment | Male | In charge of Risk Management and | |||
(10/10) | ||||||
Global Environmental Management | ||||||
(GX) | ||||||
5 | Nobuo Hanai | Outside Director | Male | Director, Member of the Board | 100% | |
Reappointment | Independent | |||||
(part-time) | (13/13) | |||||
Officer | ||||||
6 | Yoshiyuki Nakanishi | Outside Director | Male | Director, Member of the Board | 100% | |
Reappointment | Independent | |||||
(part-time) | (13/13) | |||||
Officer | ||||||
Nami Hamada | Outside Director | Director, Member of the Board | 100% | |||
7 | Reappointment | Independent | Female | |||
(part-time) | (13/13) | |||||
Officer | ||||||
8 | Mie Kitano | New | Outside Director | Female | ||
Independent | - | - | ||||
appointment | ||||||
Officer |
(Note) As for the attendance at the Board of Directors' meetings of Mr. Shuzo Maruyama, the Board of Directors' meetings applicable to him were only those held subsequent to his assumption of office on June 28, 2023.
- 4 -
No. | Name | Career summary, positions and responsibilities, | ||||
(Date of birth) | and significant concurrent positions | |||||
April 1982 | Joined the Company | Number of | ||||
June 2007 | Corporate Officer | shares of the | ||||
June 2007 | Deputy General Manager, | Company held: | ||||
Analytical and Measuring Instruments Division | 30,505 | |||||
June 2011 | Director, Member of the Board | |||||
Years served as | ||||||
June 2011 | General Manager, | |||||
Director, | ||||||
Analytical and Measuring Instruments Division | ||||||
Member of the | ||||||
June 2013 | Managing Executive Officer | |||||
Board: | ||||||
Teruhisa Ueda | June 2014 | Senior Managing Executive Officer | 13 years | |||
June 2015 | President and Representative Director | (at the closing of this | ||||
(May 14, 1957) | June 2015 | CEO | Meeting) | |||
Attendance at | ||||||
April 2022 | Chairman and Representative Director | |||||
Board of | ||||||
(to present) | ||||||
Directors' | ||||||
April 2022 | Chairman of the Board (to present) | |||||
1 | meetings in | |||||
June 2023 | Outside Director, Meiji Yasuda Life Insurance | |||||
Company (to present) | FY2023 | |||||
13/13 (100%) | ||||||
[Significant concurrent position] | ||||||
Outside Director, Meiji Yasuda Life Insurance Company | ||||||
[Reasons for nomination as a candidate for Director, Member of the Board and | ||||||
summary of expected roles] | ||||||
As Chairman of the Board, Mr. Teruhisa Ueda is running the Board appropriately and is | ||||||
committed to enhancing corporate value by strengthening corporate governance. Based on | ||||||
his high insight, abundant experience, and distinguished track record in corporate | ||||||
management and the Company's businesses, the Company expects him to fulfill his role in | ||||||
strengthening the Board's functions for decision-making on important matters and for | ||||||
monitoring and oversight of business execution. Therefore, the Company has nominated | ||||||
him again as a candidate for Director, Member of the Board. | ||||||
(Notes) |
- There are no special interests between Mr. Teruhisa Ueda and the Company.
- The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Teruhisa Ueda is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
- 5 -
No. | Name | Career summary, positions and responsibilities, | Number of | |||
(Date of birth) | and significant concurrent positions | |||||
shares of the | ||||||
April 1983 | Joined the Company | |||||
Company held: | ||||||
June 2014 | Corporate Officer | |||||
13,528 | ||||||
June 2017 | Managing Executive Officer | |||||
June 2017 | In charge of Manufacturing, Corporate | Years served as | ||||
Information & Communications Technology, | Director, | |||||
and CS Management | Member of the | |||||
June 2017 | Deputy in charge of Corporate Research and | Board: | ||||
Yasunori Yamamoto | Development | 4 years | ||||
April 2020 | In charge of Corporate Strategy Planning and | (at the closing of this | ||||
(February 20, 1959) | Corporate Communications | Meeting) | ||||
Attendance at | ||||||
June 2020 | Director, Member of the Board | |||||
April 2021 | Senior Managing Executive Officer | Board of | ||||
2 | April 2021 | CFO | Directors' | |||
meetings in | ||||||
April 2022 | President and Representative Director | |||||
FY2023 | ||||||
(to present) | ||||||
13/13 (100%) | ||||||
April 2022 | CEO (to present) | |||||
[Reasons for nomination as a candidate for Director, Member of the Board and | ||||||
summary of expected roles] | ||||||
As the CEO, Mr. Yasunori Yamamoto is responsible for the management of the Group, and | ||||||
he has been contributing to the strengthening of the Board's functions in decision-making | ||||||
and in oversight by giving accounts of business execution and important matters. He not | ||||||
only has demonstrated strong leadership as a corporate manager but also has a wide range | ||||||
of experience and track record in areas such as development, manufacturing, and overseas | ||||||
business. Therefore, the Company expects him to fulfill his role in promoting the medium- | ||||||
term management plan and driving the sustainable enhancement of corporate value of the | ||||||
Group, and has nominated him again as a candidate for Director, Member of the Board. |
(Notes)
- There are no special interests between Mr. Yasunori Yamamoto and the Company.
- The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Yasunori Yamamoto is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
- 6 -
No. | Name | Career summary, positions and responsibilities, | |||||
(Date of birth) | and significant concurrent positions | ||||||
April 1985 | Joined the Company | ||||||
April 2009 | General Manager, TMP Business Unit, | Number of | |||||
Semiconductor Equipment Division (currently | |||||||
Industrial Machinery Division) and Deputy | shares of the | ||||||
General Manager, Sales & Marketing | Company held: | ||||||
Department, Semiconductor Equipment Division | 5,036 | ||||||
April 2011 | General Manager, Sales & Marketing | ||||||
Department, Semiconductor Equipment Division | |||||||
and General Manager, TMP Business Unit, | Years served as | ||||||
Semiconductor Equipment Division | |||||||
Director, | |||||||
June 2013 | Deputy General Manager, Semiconductor | ||||||
Member of the | |||||||
Equipment Division, General Manager, Sales & | Board: | ||||||
Akira Watanabe | Marketing Department, Semiconductor | 2 years | |||||
Equipment Division and General Manager, TMP | (at the closing of this | ||||||
(March 3, 1963) | |||||||
Business Unit, Semiconductor Equipment | Meeting) | ||||||
Division | |||||||
June 2016 | Corporate Officer | Attendance at | |||||
June 2016 | General Manager, Industrial Machinery Division | ||||||
Board of | |||||||
3 | April 2019 | Managing Executive Officer | |||||
Directors' | |||||||
April 2020 | General Manager, Industrial Machinery Division | meetings in | |||||
and General Manager, Fluidics Systems Division | FY2023 | ||||||
April 2022 | Senior Managing Executive Officer (to present) | 13/13 (100%) | |||||
April 2022 | CFO (to present) | ||||||
In charge of Corporate Strategy Planning and | |||||||
Corporate Communications (to present) | |||||||
June 2022 | Director, Member of the Board (to present) | ||||||
[Reasons for nomination as a candidate for Director, Member of the Board and | |||||||
summary of expected roles] | |||||||
As the CFO, responsible for Corporate Strategy Planning and Corporate Communications, | |||||||
Mr. Akira Watanabe is fulfilling accountability to the Board and contributing to improving | |||||||
the Board's functions for decision-making on important matters and for oversight of | |||||||
business execution. Based on his abundant knowledge and track record in sales operations, | |||||||
marketing and management of an overseas subsidiary, in addition to having served as | |||||||
General Manager of the Industrial Machinery business and Fluidics Systems business, the | |||||||
Company expects him to fulfill his role in contributing to the Group's sustainable growth | |||||||
and enhancing corporate value. Therefore, the Company has nominated him again as a | |||||||
candidate for Director, Member of the Board. | |||||||
(Notes) |
- There are no special interests between Mr. Akira Watanabe and the Company.
- The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Akira Watanabe is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
- 7 -
No. | Name | Career summary, positions and responsibilities, | Number of | ||||
(Date of birth) | and significant concurrent positions | ||||||
shares of the | |||||||
April 1982 | Joined the Company | Company held: | |||||
October 2004 | General Manager, LC Business Unit, | 6,609 | |||||
Analytical and Measuring Instruments Division | |||||||
Years served as | |||||||
April 2009 | General Manager, LC Business Unit, | ||||||
Life Science Business Department, | Director, | ||||||
Analytical and Measuring Instruments Division | Member of the | ||||||
December 2011 President, Shimadzu Scientific Instruments, Inc. | Board: | ||||||
1 year | |||||||
(USA) | |||||||
(at the closing of this | |||||||
June 2013 | Corporate Officer | ||||||
Meeting) | |||||||
Shuzo Maruyama | June 2015 | General Manager, | |||||
Attendance at | |||||||
(August 13, 1959) | Analytical and Measuring Instruments Division | ||||||
June 2015 | Managing Executive Officer | Board of | |||||
April 2019 | Senior Managing Executive Officer | Directors' | |||||
April 2021 | Managing Director, | meetings in | |||||
FY2023 | |||||||
4 | Shimadzu (Hong Kong), Ltd. | ||||||
10/10 (100%) | |||||||
April 2023 | Senior Corporate Executive Officer (to present) | ||||||
(subsequent to | |||||||
April 2023 | In charge of Risk Management and Global | ||||||
assumption of a | |||||||
Environmental Management (GX) (to present) | Director, Board of | ||||||
June 2023 | Director, Member of the Board (to present) | the Company) | |||||
[Reasons for nomination as a candidate for Director, Member of the Board and | |||||||
summary of expected roles] | |||||||
Being responsible for Risk Management and Global Environmental Management, Mr. | |||||||
Shuzo Maruyama is assuming accountability in these areas and contributing to improving | |||||||
the Board's functions for decision-making on important matters and for oversight of | |||||||
business execution. Based on his abundant knowledge and track record in the Analytical | |||||||
and Measuring Instruments and the US and China businesses, the Company expects him to | |||||||
fulfill his role in contributing to risk management and the sustainable enhancement of the | |||||||
Group's corporate value. Therefore, the Company has nominated him again as a candidate | |||||||
for Director, Member of the Board. | |||||||
(Notes) |
- There are no special interests between Mr. Shuzo Maruyama and the Company.
- The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Shuzo Maruyama is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
- 8 -
No. | Name | Career summary, positions and responsibilities, | ||||||||
(Date of birth) | and significant concurrent positions | |||||||||
April 1976 | Joined Kyowa Hakko Kogyo Co., Ltd. | |||||||||
(currently Kyowa Kirin Co., Ltd.) | Number of | |||||||||
June 2006 | Executive Officer, Kyowa Kirin Co., Ltd. | |||||||||
shares of the | ||||||||||
April 2009 | Managing Executive Officer, | |||||||||
Company held: | ||||||||||
Kyowa Kirin Co., Ltd. | ||||||||||
2,122 | ||||||||||
June 2009 | Director of the Board, Kyowa Kirin Co., Ltd. | |||||||||
March 2010 | Senior Managing Executive Officer, | |||||||||
Kyowa Kirin Co., Ltd. | Years served as | |||||||||
March 2012 | Executive Director of the Board, President and | Director, | ||||||||
Chief Executive Officer, Kyowa Kirin Co., Ltd. | Member of the | |||||||||
March 2018 | Executive Director of the Board, Chairman and | Board: | ||||||||
Nobuo Hanai | Chief Executive Officer, Kyowa Kirin Co., Ltd. | 4 years | ||||||||
March 2019 | Director of the Board, Chairman of the Board, | (at the closing of this | ||||||||
Meeting) | ||||||||||
(April 30, 1953) | Kyowa Kirin Co., Ltd. (retired in March 2020) | |||||||||
June 2020 | Director, Member of the Board of the Company | Attendance at | ||||||||
(to present) | ||||||||||
Board of | ||||||||||
March 2021 | Outside Director, Perseus Proteomics Inc. | |||||||||
Directors' | ||||||||||
(to present) | ||||||||||
meetings in | ||||||||||
5 | March 2024 | Outside Director, Noile-Immune Biotech Inc. (to | FY2023 | |||||||
present) | 13/13 (100%) | |||||||||
[Significant concurrent positions] | ||||||||||
Outside Director, Perseus Proteomics Inc. | ||||||||||
Outside Director, Noile-Immune Biotech Inc. | ||||||||||
[Reasons for nomination as a candidate for Outside Director and summary of | ||||||||||
Outside Director | ||||||||||
expected roles] | ||||||||||
Independent Officer | Mr. Nobuo Hanai has abundant management experience as the president of a leading | |||||||||
Japanese pharmaceutical company and global knowledge about the pharmaceutical | ||||||||||
industry as well as research and development. He has been proactively engaged in | ||||||||||
discussions and providing recommendations, which have been conducive to the | ||||||||||
strengthening of the Board's functions in decision-making and in oversight. In addition, as | ||||||||||
a member of the Nominating and/or Compensation Committee, he has been engaged in | ||||||||||
discussions to enhance the transparency and fairness of appointment, dismissal and | ||||||||||
remuneration of Directors, Members of the Board, Audit & Supervisory Board Members | ||||||||||
and Executive Officers. Based on his insight into the major market, the Company expects | ||||||||||
him to fulfill his role in continuously contributing to the Group's sustainable growth and | ||||||||||
enhancement of corporate value, and has nominated him again as a candidate for Outside | ||||||||||
Director. |
(Notes)
- There are no special interests between Mr. Nobuo Hanai and the Company.
- Mr. Nobuo Hanai is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
- At Kyowa Kirin Co., Ltd., during Mr. Nobuo Hanai's tenure as a Director of the Board until March 2020, an incident occurred where the company voluntarily recalled its certain product due to an improper operation conducted during the API manufacturing process of the product, and its API manufacturing contractor was subject to administrative sanctions. Mr. Nobuo Hanai was not aware of the fact until the occurrence of the incident, however, he had regularly raised the company's awareness about quality control, etc. at the Board of Directors' meetings, etc. After the incident came to light, he received internal and external investigation reports and made proposals to prevent a recurrence at the Board of Directors' meetings.
- The Company has entered into an agreement with Mr. Nobuo Hanai to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations if he acted in good faith and without gross negligence in performing his duties.
- Mr. Nobuo Hanai satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company. The Company designated him as an independent officer and filed a notification to the said exchange. The independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company are available on Page 19.
- The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Nobuo Hanai is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
- 9 -
No. | Name | Career summary, positions and responsibilities, | ||||||||
(Date of birth) | and significant concurrent positions | |||||||||
April 1978 | Joined Dainippon Ink and Chemicals, | Number of | ||||||||
Incorporated (currently DIC Corporation) | ||||||||||
shares of the | ||||||||||
April 2010 | Executive Officer, In charge of Corporate | |||||||||
Strategy Division, DIC Corporation | Company held: | |||||||||
June 2011 | Director of the Board, Executive Officer, | 789 | ||||||||
In charge of Corporate Strategy Division, | ||||||||||
DIC Corporation | Years served as | |||||||||
April 2012 | Representative Director, President, and CEO, | Director, | ||||||||
DIC Corporation | Member of the | |||||||||
January 2018 | Chairman of the Board of Directors, | Board: | ||||||||
DIC Corporation | 3 years | |||||||||
Yoshiyuki Nakanishi | June 2020 | Outside Director, The Japan Steel Works, Ltd. | (at the closing of this | |||||||
Meeting) | ||||||||||
(to present) | ||||||||||
(November 3, 1954) | ||||||||||
June 2020 | Outside Director, IHI Corporation (to present) | Attendance at | ||||||||
January 2021 | Director of the Board, DIC Corporation | Board of | ||||||||
March 2021 | Executive Advisor, DIC Corporation | Directors' | ||||||||
(retired in March 2023) | meetings in | |||||||||
June 2021 | Director, Member of the Board of the Company | FY2023 | ||||||||
6 | (to present) | 13/13 (100%) | ||||||||
[Significant concurrent positions] | ||||||||||
Outside Director, The Japan Steel Works, Ltd. | ||||||||||
Outside Director, IHI Corporation | ||||||||||
[Reasons for nomination as a candidate for Outside Director and summary of | ||||||||||
Outside Director | expected roles] | |||||||||
Mr. Yoshiyuki Nakanishi has abundant management experience as the president of a | ||||||||||
Independent Officer | ||||||||||
worldwide chemicals company and global knowledge about the chemicals industry as well | ||||||||||
as management strategy, manufacturing, sales operation, among others. He has been | ||||||||||
proactively engaged in discussions and providing recommendations, which have been | ||||||||||
conducive to the strengthening of the Board's functions in decision-making and in | ||||||||||
oversight. In addition, as a member of the Nominating and/or Compensation Committee, | ||||||||||
he has been engaged in discussions to enhance the transparency and fairness of | ||||||||||
appointment, dismissal and remuneration of Directors, Members of the Board, Audit & | ||||||||||
Supervisory Board Members and Executive Officers. Based on his insight into the major | ||||||||||
market, the Company expects him to fulfill his role in continuously contributing to the | ||||||||||
Group's sustainable growth and enhancement of corporate value, and has nominated him | ||||||||||
again as a candidate for Outside Director. |
(Notes)
- There are no special interests between Mr. Yoshiyuki Nakanishi and the Company.
- Mr. Yoshiyuki Nakanishi is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
- The Company has entered into an agreement with Mr. Yoshiyuki Nakanishi to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations if he acted in good faith and without gross negligence in performing his duties.
- Mr. Yoshiyuki Nakanishi satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company. The Company designated him as an independent officer and filed a notification to the said exchange. The independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by the Company are available on Page 19.
- The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers damages including compensation for damages to be borne by the insured persons. Mr. Yoshiyuki Nakanishi is an insured person under the insurance contract. If he is reappointed as Director, Member of the Board, he will continue to be included in the insured persons under the insurance contract. The Company plans to renew the insurance contract during his term of office. For the outline of the insurance contract, please refer to Page 20.
- 10 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Shimadzu Corporation published this content on 21 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 23:12:04 UTC.