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: 7259 May 28, 2024
To Those Shareholders with Voting Rights
Moritaka Yoshida President
AISIN CORPORATION
1, Asahi-machi2-chome,Kariya-shi Aichi, Japan
NOTICE OF THE 101st ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 101st Ordinary General Meeting of Shareholders of AISIN CORPORATION (hereinafter, the "Company"). Please access the websites listed below to confirm the details. The meeting will be held as described below.
When convening this Ordinary General Meeting of Shareholders, the Company will provide information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format.
This information can be found on the following websites.
The Company's website: https://www.aisin.com/jp/investors/report/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Access the TSE website by using the internet address shown above, enter "AISIN Corporation" in "Issue name (company name)" or the Company's securities code "7259" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")
If you are unable to attend the meeting, you can exercise your voting rights by mailing the enclosed Voting Rights Exercise Form or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders (pages 3 through 18), and exercise your voting rights no later than 5:30 p.m. on Tuesday, June 18, 2024.
1. Date and Time: Wednesday, June 19, 2024 at 10:00 a.m.
2. Place:The Company's KYODOKAN Hall
36, Hachiken-cho2-chome,Kariya-shi, Aichi
3. Agenda of the Meeting:
Matters to be reported: The Business Report, the Financial Statements, the Consolidated Financial Statements, and the audit results of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 101st Fiscal Term (from April 1, 2023 to March 31, 2024).
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Proposals to be resolved:
Proposal No. 1: Election of Eight Directors
Proposal No. 2: Election of One Substitute Audit & Supervisory Board Member
Proposal No. 3: Revision of Remuneration for Granting Restricted Stock to Directors (Excluding Outside Directors)
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Reference Documents for the General Meeting of Shareholders Proposals and references
Proposal No. 1: Election of Eight Directors
The term of office for all of eight Directors of the Company will expire at the closing of this General Meeting of Shareholders. Accordingly, the Company proposes the election of eight Directors including four Outside Directors.
The candidates for Directors are as follows:
Candidate | Name | Current Position | Responsibilities at the Company | Attributes of the | ||
No. | at the Company | Candidate | ||||
1 | Moritaka Yoshida | President | - | Reelected | ||
Shintaro Ito | Chief Administrative Officer, Executive | |||||
2 | Director | Vice President, and in charge of Internal | Reelected | |||
Audit Department | ||||||
Yoshihisa Yamamoto | Chief Technology Strategy Officer, | |||||
3 | Director | Executive General Manager of Product | Reelected | |||
Development Center | ||||||
Reelected | ||||||
4 | Michiyo Hamada | Outside Director | - | Outside Director | ||
Independent Director | ||||||
Female Director | ||||||
Reelected | ||||||
5 | Seiichi Shin | Outside Director | - | Outside Director | ||
Independent Director | ||||||
6 | Koji Kobayashi | Outside Director | - | Reelected | ||
Outside Director | ||||||
Reelected | ||||||
7 | Tsuguhiko Hoshino | Outside Director | - | Outside Director | ||
Independent Director | ||||||
Masahiro Nishikawa | Executive | Chief Carbon Neutral Officer, Executive | ||||
8 | General Manager of Carbon Neutral | Newly elected | ||||
Officer | ||||||
Promotion Center | ||||||
Reelected: Candidate for Director to be reelected | Newly elected: Candidate for New Director | |||||
Outside Director: Candidate for Outside Director | ||||||
Independent Director: Candidate for Independent Director as specified by Tokyo Stock Exchange, Inc. | ||||||
Female Director: Female candidate for Director |
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Candidate | Name | Career summary | ||
No. | ||||
April 1980 | Joined Toyota Motor Co., Ltd. | |||
June 2009 | Managing Officer of Toyota Motor Corporation | |||
April 2014 | Senior Managing Officer of Toyota Motor Corporation | |||
January 2018 | Executive Vice President of Toyota Motor Corporation | |||
June 2020 | Chairman of TOYOTA CENTRAL R&D LABS., INC. | |||
June 2021 | President and Executive President of the Company (to present) | |||
Current Position at the Company: | Responsibilities at the Company: | |||
President | - | |||
The reasons why the Company elects him as a candidate for Director: | ||||
Mr. Moritaka Yoshida has an extensive career including as President of the Mid-size | ||||
Moritaka Yoshida | Vehicle Company and the head of the Vehicle Development Center while serving as | |||
1 | Executive Vice President at Toyota Motor Corporation, and has experience as a | |||
Reelected | management executive at TOYOTA CENTRAL R&D LABS., INC. He has been | |||
engaged in the Company's management as President of the Company (to present) since | ||||
2021. He is recommended for the position of Director as he is expected to make use of | ||||
his extensive experience and wide-ranging insights into overall corporate management | ||||
for the management of the Company. | ||||
Date of birth: | Special interest relationship with the Company: | |||
July 12,1957 (66 years old) | - | |||
Important concurrent position: | Number of shares of the Company held: | |||
Outside Director of EXEDY Corporation | 22,500 shares | |||
Number of years since the candidate | Attendance to Board of Directors' | |||
assumed the office of Director: | Meetings: | |||
3 years (at the closing of this General | 13/13 (100.0%) | |||
Meeting of Shareholders) |
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Candidate | Name | Career summary | |||
No. | |||||
April 1983 | Joined Aisin Seiki Co., Ltd. | ||||
June 2010 | Managing Officer of Aisin Seiki Co., Ltd. | ||||
April 2017 | Senior Managing Officer of Aisin Seiki Co., Ltd. | ||||
April 2019 | Executive Officer of Aisin Seiki Co., Ltd. | ||||
April 2021 | Executive Vice President of the Company | ||||
June 2021 | Director of the Company | ||||
(to present) | |||||
April 2022 | Executive Officer of the Company | ||||
(to present) | |||||
Current Position at the Company: | Responsibilities at the Company: | ||||
Director | Chief Administrative Officer, Executive | ||||
Vice President, and in charge of Internal | |||||
Audit Department | |||||
Shintaro Ito | The reasons why the Company elects him as a candidate for Director: | ||||
2 | Mr. Shintaro Ito worked primarily in the Managerial Administration Sector at the | ||||
Reelected | Company and has management experience serving as top management of a Group | ||||
company overseas. Since 2021, he has been engaged in the Company's management, | |||||
serving as Director and Executive Vice President, and is presently Director and | |||||
Executive Officer (to present), and Chief Administrative Officer and Executive Vice | |||||
President of the Company. He is recommended for the position of Director as he is | |||||
expected to make use of his extensive experience and wide-ranging insights into overall | |||||
corporate management for the management of the Company. | |||||
Date of birth: | Special interest relationship with the Company: | ||||
March 19, 1961 (63 years old) | - | ||||
Important concurrent position: | Number of shares of the Company held: | ||||
Outside Corporate Auditor of EXEDY | 21,400 shares | ||||
Corporation | |||||
Number of years since the candidate | Attendance to Board of Directors' | ||||
assumed the office of Director: | Meetings: | ||||
3 years (at the closing of this General | 13/13 (100.0%) | ||||
Meeting of Shareholders) |
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Candidate | Name | Career summary | ||
No. | ||||
April 1989 | Joined Aisin AW Co., Ltd. | |||
April 2015 | Executive Officer of Aisin AW Co., Ltd. | |||
April 2020 | Senior Managing Officer of Aisin AW Co., Ltd. | |||
April 2021 | Executive Vice President of the Company | |||
April 2022 | Executive Officer of the Company | |||
(to present) | ||||
June 2022 | Director of the Company | |||
(to present) | ||||
Current Position at the Company: | Responsibilities at the Company: | |||
Director | Chief Technology Strategy Officer, | |||
Executive General Manager of Product | ||||
Development Center | ||||
Yoshihisa Yamamoto | The reasons why the Company elects him as a candidate for Director: | |||
3 | Mr. Yoshihisa Yamamoto worked primarily in the technology development field of | |||
Reelected | Powertrain at the Company. Since 2021 he has served as Executive Vice President of the | |||
Company and is presently Director, Executive Officer (current position), as well as Chief | ||||
Technology Strategy Officer, engaged in the Company's management. He is | ||||
recommended for the position of Director as he is expected to make use of his extensive | ||||
experience and wide-ranging insights concerning overall management and the | ||||
technological development strategy of the Company. | ||||
Date of birth: | Special interest relationship with the Company: | |||
December 17, 1964 (59 years old) | - | |||
Important concurrent position: | Number of shares of the Company held: | |||
- | 7,900 shares | |||
Number of years since the candidate | Attendance to Board of Directors' | |||
assumed the office of Director: | Meetings: | |||
2 years (at the closing of this General | 13/13 (100.0%) | |||
Meeting of Shareholders) |
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Candidate | Name | Career summary | ||
No. | ||||
April 1974 | Associate Professor at School of Law, Nagoya University | |||
April 1985 | Professor at Nagoya University | |||
June 2004 | Audit & Supervisory Board Member of Aisin Seiki Co., Ltd. | |||
April 2008 | President of Nagoya University Graduate School of Law | |||
April 2009 | Commissioner of Japan Fair Trade Commission | |||
April 2009 | Professor Emeritus at Nagoya University | |||
(to present) | ||||
June 2014 | Outside Corporate Auditor of TOHO GAS Co., Ltd. | |||
June 2014 | Outside Corporate Auditor of the Metropolitan Expressway Company | |||
Limited | ||||
June 2015 | Outside Director of Sangetsu Corporation | |||
(to present) | ||||
June 2016 | Director of Aisin Seiki Co., Ltd. | |||
June 2020 | Outside Director of TOHO GAS Co., Ltd. | |||
(to present) | ||||
Michiyo Hamada | June 2021 | Director of the Company | ||
(to present) | ||||
4 | Reelected | Current Position at the Company: | Responsibilities at the Company: | |
Outside Director | - | |||
Outside Director | ||||
Independent Director | The reasons why the Company elects her as a candidate for Outside Director and | |||
Female Director | overview of her expected role: |
Ms. Michiyo Hamada has an extensive career including Professor at School of Law, Nagoya University, Commissioner of the Japan Fair Trade Commission, Outside Officer of other companies, etc., and has a high degree of expertise concerning the Companies Act and the Antimonopoly Act accumulated throughout her career. She is recommended as Outside Director of the Company as she is expected to make use of her expertise and broad experience concerning corporate governance to provide supervision of Company operations from a legal standpoint and independent position, as well as advice and opinions related to corporate governance.
Date of birth: | Special interest relationship with the Company: | |
November 25, 1947 (76 years old) | - | |
Important concurrent position: | Number of shares of the Company held: | |
Outside Director of TOHO GAS Co., Ltd. | 3,800 shares | |
Outside Director of Sangetsu Corporation | ||
Number of years since the candidate | Attendance to Board of Directors' | |
assumed the office of Director: | Meetings: | |
8 years (at the closing of this General | 13/13 (100.0%) | |
Meeting of Shareholders) |
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Candidate | Name | Career summary | ||
No. | ||||
May 1988 | Associate Professor at Institute of Information Sciences and | |||
Electronics, University of Tsukuba | ||||
April 1992 | Associate Professor at Faculty of Engineering, University of Tokyo | |||
April 1995 | Associate Professor at Graduate School of Engineering, University of | |||
Tokyo | ||||
April 1998 | Associate Professor at Engineering Research Institute, School of | |||
Engineering, University of Tokyo | ||||
March 2001 | Director, The Society of Instrument and Control Engineers | |||
April 2006 | Professor at Faculty of Informatics and Engineering, University of | |||
Electro-Communications | ||||
March 2012 | Director and Vice President, The Society of Instrument and Control | |||
Engineers | ||||
President, Control System Security Center | ||||
March 2013 | Director and President, The Society of Instrument and Control | |||
Engineers | ||||
April 2015 | Professor at Faculty of Informatics and Engineering, University of | |||
Electro-Communications | ||||
April 2018 | Dean of Faculty of Informatics and Engineering, University of Electro- | |||
Communications | ||||
April 2020 | Professor Emeritus at University of Electro-Communications | |||
Seiichi Shin | (to present) | |||
October 2020 | Director, Advanced Research Laboratory, Canon Medical Systems | |||
5 | Reelected | Corporation | ||
Outside Director | (to present) | |||
Independent Director June 2021 | Director of the Company (to present) | |||
Current Position at the Company: | Responsibilities at the Company: | |||
Outside Director | - | |||
The reasons why the Company elects him as a candidate for Outside Director and | ||||
overview of his expected role: |
Mr. Seiichi Shin has held positions including Professor at Faculty of Informatics and Engineering, University of Electro-Communications. He is recommended for the position of Outside Director as he is expected to make use of his high level of expertise centered on measurement engineering and control engineering and his wide-ranging insight developed over his career to provide supervision from an independent standpoint, as well as a wide range of advice and opinions, centered on technology development at the Company.
Date of birth: | Special interest relationship with the Company: | |
May 8, 1954 (70 years old) | - | |
Important concurrent position: | Number of shares of the Company held: | |
Director, Advanced Research Laboratory, | 1,200 shares | |
Canon Medical Systems Corporation | ||
Number of years since the candidate | Attendance to Board of Directors' | |
assumed the office of Director: | Meetings: | |
3 years (at the closing of this General | 13/13 (100.0%) | |
Meeting of Shareholders) |
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Candidate | Name | Career summary | ||
No. | ||||
April 1972 | Joined Toyota Motor Co., Ltd. | |||
June 2004 | Managing Officer of Denso Corporation | |||
June 2015 | Vice Chairman and Member of the Board of Denso Corporation | |||
February 2016 | Advisor of Toyota Motor Corporation | |||
January 2018 | Executive Vice President of Toyota Motor Corporation | |||
January 2018 | Member of the Board of Denso Corporation | |||
June 2018 | Executive Vice President and Member of the Board of Directors | |||
(Representative Director) of Toyota Motor Corporation | ||||
June 2021 | Director of the Company | |||
(to present) | ||||
April 2023 | "Banto" and Executive Fellow of Toyota Motor Corporation | |||
(to present) | ||||
Koji Kobayashi | Current Position at the Company: | Responsibilities at the Company: | ||
Outside Director | - | |||
6 | Reelected | The reasons why the Company elects him as a candidate for Outside Director and | ||
overview of his expected role: | ||||
Outside Director | ||||
Mr. Koji Kobayashi is recommended for the position of Outside Director as he is | ||||
expected to make use of his extensive experience and wide-ranging expertise as a | ||||
management executive over many years at Toyota Motor Corporation and other | ||||
companies in the automobile industry in order to provide advice and opinions from a | ||||
broad perspective to the management of the Company. | ||||
Date of birth: | Special interest relationship with the Company: | |||
October 23, 1948 (75 years old) | - | |||
Important concurrent position: | Number of shares of the Company held: | |||
"Banto" and Executive Fellow of Toyota | 0 shares | |||
Motor Corporation | ||||
Number of years since the candidate | Attendance to Board of Directors' | |||
assumed the office of Director: | Meetings: | |||
3 years (at the closing of this General | 13/13 (100.0%) | |||
Meeting of Shareholders) |
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Candidate | Name | Career summary | ||
No. | ||||
April 1983 | Joined the Ministry of Finance | |||
July 2011 | Deputy Director General of the Minister's Secretariat, Ministry of | |||
Finance | ||||
July 2015 | First Deputy Commissioner, National Tax Agency | |||
June 2016 | Director General of the Tax Bureau, Ministry of Finance | |||
July 2019 | Commissioner, National Tax Agency | |||
June 2021 | Outside Director of Tokyu Fudosan Holdings Corporation | |||
(to present) | ||||
June 2021 | Board Member (Vice Chairman) of The General Insurance Association | |||
of Japan | ||||
(to present) | ||||
June 2023 | Director of the Company (to present) | |||
Current Position at the Company: | Responsibilities at the Company: | |||
Outside Director | - | |||
The reasons why the Company elects him as a candidate for Outside Director and | ||||
Tsuguhiko Hoshino | overview of his expected role: | |||
7 | Reelected | Mr. Tsuguhiko Hoshino has served as Director General of the Tax Bureau, Ministry of | ||
Finance, and Commissioner of the National Tax Agency. Through this professional | ||||
Outside Director | experience, he has gained advanced expertise in finance, monetary policy, legal affairs | |||
Independent Director | and compliance. He is recommended for the position of Outside Director as he is | |||
expected to provide supervision and broad advice and opinions from an independent | ||||
standpoint regarding the overall execution of business of the Company utilizing his | ||||
extensive experience and broad insight gained from his experience working at a | ||||
Japanese embassy abroad and supervisory experience as an Outside Director of a | ||||
company in another business sector. | ||||
Date of birth: | Special interest relationship with the Company: | |||
November 6, 1959 (64 years old) | - | |||
Important concurrent position: | Number of shares of the Company held: | |||
Outside Director of Tokyu Fudosan | 0 shares | |||
Holdings Corporation | ||||
Board Member (Vice Chairman) of The | ||||
General Insurance Association of Japan | ||||
Number of years since the candidate | Attendance to Board of Directors' | |||
assumed the office of Director: | Meetings: | |||
1 year (at the closing of this General | 11/11 (100.0%) | |||
Meeting of Shareholders) |
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Aisin Corporation published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 15:30:04 UTC.