The 26th Annual General Meeting of Shareholders Documents
~Matters not to be included in the delivery document that is provided on request in
accordance with the law and the Company's Articles of Incorporation~
- Company Overview…………………………………………………………..Page 2
- Status of Shares…………………………………………………………….....Page 3
- Matters relating to Share Subscription Rights………………………………..Page 3
- Development of Internal Control Systems to Ensure the Appropriateness of Business Operations……………………………………………………….....Page 4
-
Overview of the Operation of Internal Control Systems to Ensure
the Appropriateness of Business Operations………………………………....Page 8
- Statement of Changes in Shareholders' Equity……………………………...Page 11
- Notes to the Financial Statement…………………………………………....Page 12
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1. Company Overview
(1) Major Business Operations (As of 31st March 2023)
Titanium Business
Titanium Sponge, Titanium Ingots, Titanium Tetrachloride, Titanium Tetrachloride Aqueous Solution
High-Performance Materials Business
High-Purity Titanium, SiO, TILOP (spherical titanium powder), Titanium Powder
(2) Major Offices and Plants (As of 31st March 2023)
Headquarters / Amagasaki Plant | Amagasaki, Hyogo |
Tokyo Office | Minato-ku, Tokyo |
Kishiwada Works | Kishiwada, Osaka |
- Employees (As of 31st March 2023)
Number of | Change from end of the | Average Age | Average Number of |
Employees | Previous Financial Year | Service Years | |
651 | -4 (less) | 43.7 | 16.3 |
Notes
- The number of employees excludes those employees temporarily transferred out of the Company and includes those employees temporarily transferred into the Company.
- In addition to the number of employees in 1. above, there are 48 temporary employees (average number of employees during the financial year).
- Major Lenders (As of 31st March 2023)
(Japanese Yen in millions) | |
Lenders | Balance of Loan |
Syndicated Loans | 18,500 |
Sumitomo Mitsui Banking Corporation | 1,500 |
Sumitomo Mitsui Trust Bank, Limited | 4,000 |
The Senshu Ikeda Bank, Ltd. | 5,000 |
Development Bank of Japan Inc. | 3.000 |
(Note) Syndicated loans: co-financing with Sumitomo Mitsui Banking Corporation as a managing bank.
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2. Status of Shares (As of 31st March 2023)
(1) | Total Number of Shares Authorised to be Issued | 125,760,000 shares |
(2) | Total Number of Shares Issued | 36,800,000 shares |
(include 1,495 of treasury shares)
- Number of Shareholders
- Top 10 Shareholders
Name of Shareholder
Kobe Steel, Ltd.
The Master Trust Bank of Japan, Ltd. (Trust Account)
Nomura Securities Co., Ltd.
Proprietary Transfer Account
Nippon Steel Corporation
Custody Bank of Japan, Ltd.
(Trust Account)
GOLDMAN,SACHS & CO.
REG
SUMITOMO CORPORATION
HAYAT
Daiwa Securities Co. Ltd.
STATE STREET BANK AND TRUST COMPANY FOR STATE STREET BANK INTERNATIONAL GMBH,LUXEMBOURG BRANCH ON BEHALF OF ITS CLIENTS:CLIENT OMNI OM25
21,752 persons | |
Shares held | Percentage of |
(in thousands) | Ownership (%) |
5,100 | 13.86 |
3,488 | 9.48 |
1,993 | 5.42 |
1,807 | 4.91 |
1,165 | 3.17 |
1,144 | 3.11 |
864 | 2.35 |
705 | 1.92 |
691 | 1.88 |
426 | 1.16 |
Total | 17,386 | 47.25 |
Note Percentage of ownership is calculated based on the total number of shares issued excluding treasury shares.
3. Matters relating to Share Subscription Rights
Not applicable
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4. Development of Internal Control Systems to Ensure the Appropriateness of Business Operations
The Company has adopted the following resolution on the basic policy of the internal control system.
(1) Our Basic Approach to the Internal Control System
The Board of Directors has adopted resolutions on systems to ensure that the execution of duties by the Company's Directors, Members of the Board, complies with laws and regulations and the Articles of Incorporation, and other systems stipulated by the Ministry of Justice as necessary to ensure the appropriateness of business operations of a stock company. The details of those resolutions are as follows.
- Systems to Ensure that the Execution of Duties by Directors, Members of the Board, Complies with Laws and Regulations and the Articles of
Incorporation
The Company's Board of Directors is composed of Directors who are familiar with the Company's business and Directors who are members of the Audit & Supervisory Committee, who have excellent insight into general management or legal expertise, in order to speed up management decisions and improve Board discussions, including the formulation of management policies and strategies at the Company. At the same time, the Company is working to maintain and strengthen the transparency and soundness of management by enhancing auditing functions of the Board of Directors
In line with this corporate structure, the Board of Directors has resolved the Corporate Code of Conduct, which is a fundamental imperative in the conduct of the Company's business activities and stipulates that compliance with this Code is the responsibility of all directors, officers and employees.
The Compliance & Risk Management Committee has been established for the purpose of ensuring compliance with laws, regulations, and social norms, as well as to take preventive measures against risks surrounding the Company's business and to make prompt and appropriate decisions and responses when such risks arise. The Company has also set up the internal and external Compliance Consultation & Reporting Desks to receive constructive suggestions and suggestions from employees (including directors and executive officers) on matters that could seriously affect the Company's reputation for compliance.
The Company has also established a Compliance Manual, which briefly describes the basic rules that directors, executive officers, and other employees should observe in the conduct of their corporate activities.
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Under this structure, the Company is committed to encouraging compliance on a daily basis.
- System for Ensuring the Appropriateness of Business Operations
-
System for the Storage and Management of Information relating to the Execution of Duties by Directors, Members of the Board
Information concerning the execution of duties by Directors (excluding those who are members of the Audit & Supervisory Committee) is recorded in the minutes of the Board of Directors meetings, approval documents and other documents. This information is stored and managed appropriately through the establishment of internal regulations, such as the Approval Documents Regulation, the Authority Standard Regulation, the Document Management Regulation, and the Electronic Information Management Regulations. - Rules and other Systems for Managing the Risk of Loss
Each division of the Company identifies and grasps the risks associated with its business activities and makes regular efforts to minimise these risks. In addition, the Compliance & Risk Management Committee confirms the status of company-wide risks that could have a significant impact on management. The Company also has a system of contingency plans in place in the unlikely event of a risk occurring.
- System to Ensure the Efficient Execution of Duties by Directors, Members of the Board By resolution of the Board of Directors as a company with an Audit & Supervisory
Committee, the Company delegates some of the important business decisions to the Directors (excluding those who are members of the Audit & Supervisory Committee) and introduces an executive officer system to separate the management decision-making and supervisory functions from the business execution functions, so that the Board of Directors can make decisions quickly and efficiently.
The Company has also established appropriate decision-making rules through the Division Duties Regulation, the Authority Standard Regulation, and other internal regulations, and have put in place a system to ensure the proper and efficient execution of duties.
The Board of Directors makes decisions on important management matters after deliberation by the necessary members of the Management Committee and other committees as necessary.
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System to Ensure that the Execution of Duties by Employees Complies with Laws and Regulations and the Articles of Incorporation
As described in (2) above, the Company has developed such a system by establishing the Corporate Code of Conduct and the Compliance & Risk Management Committee. In addition, the Company has established the Compliance Consultation & Reporting System to prevent misconduct.
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Osaka Titanium Technologies Co. Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 13:37:04 UTC.