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.
June 28, 2022
To Our Shareholders
Yasunori Yamamoto
Representative Director, President & CEO
SHIMADZU CORPORATION
1, Nishinokyo Kuwabara-cho,
Nakagyo-ku, Kyoto, Japan
NOTICE OF RESOLUTIONS AT
THE 159TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
The following matters were reported and resolved at the 159th Annual General Meeting of Shareholders of SHIMADZU CORPORATION (the Company), held today.
Matters Reported : 1. The Business Report, Consolidated Financial Statements for the 159th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidatedFinancial Statements for the 159th Fiscal Year (April 1, 2021 -
March 31, 2022)
The contents of the above documents were reported.
Matters Resolved :
Proposal 1: Appropriation of Surplus
Resolved as originally proposed by the Company, with the payment of year-end dividend of 28yen per share.
Proposal 2: Partial Amendments to the Articles of Incorporation
Resolved as originally proposed by the Company. The summaries of the amendments are as follows:
Since the system for providing informational materials for the general meeting of shareholders in electronic format has been established as providing for in the Act Partially Amending the Companies Act (Act No.70 of 2019), and the provisions of the amended Companies Act stipulates the system are to be enforced on September 1, 2022, necessary changes have been made in preparation for the introduction of the system.
Proposal 3: Election of Eight (8) Directors, Members of the Board
Mr. Teruhisa Ueda, Mr. Yasunori Yamamoto, Mr. Yasuo Miura, Ms. Hiroko Wada, Mr. Nobuo Hanai and Mr. Yoshiyuki Nakanishi were re-appointed, and Mr. Akira Watanabe and Ms. Nami Hamada were newly appointed, and all assumed their offices, as originally proposed by the Company.
Note: Ms. Hiroko Wada, Mr. Nobuo Hanai, Mr. Yoshiyuki Nakanishi and Ms. Nami Hamada are Outside Directors.
Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member
Mr. Fumio Iwamoto was appointed as a Substitute Audit & Supervisory Board
Member, as originally proposed by the Company.
Payment of Year-End Dividends
Please obtain your year-end dividend for the 159th Fiscal Year from any nearby office of Japan Post Bank Co., Ltd., or post office within the payment period (from Wednesday, June 29, 2022 to Friday, July 29, 2022) by presenting "Dividend Receipt."
For shareholders who have already designated a bank account or any other account to which dividends are to be remitted, please refer to "Dividend Statement" and "Reference to the Transfer Destination."
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Executive Members
As a result of the resolutions passed at the meeting of the Board of Directors which was held after the conclusion of the Annual General Meeting of Shareholders, the Representative Directors have been appointed, and they have assumed their respective offices.
Therefore, the following is a list of the Company's Executive members as of June 28, 2022 (See, (1) below). The list of the Executive Officers and Corporate Officers as of April 1, 2022 is as follows (See, (2) and
(3) below).
We would like to express our appreciation for your continued support.
(1) Directors, Members of the Board and Audit & Supervisory Board Members
Representative | Director | Teruhisa Ueda | |
Representative | Director | Yasunori Yamamoto | |
Director, Member of the Board | Yasuo Miura | ||
Director, Member of the Board | Akira Watanabe | (newly appointed) | |
Outside Director | Hiroko Wada | ||
Outside Director | Nobuo Hanai | ||
Outside Director | Yoshiyuki Nakanishi | ||
Outside Director | Nami Hamada | (newly appointed) |
Senior Audit & Supervisory | Hiroyuki Fujii |
Board Member | |
Audit & Supervisory Board | Makoto Koyazaki |
Member | |
Outside Audit & Supervisory | Masahiro Nishio |
Board Member | |
Outside Audit & Supervisory | Tsuyoshi Nishimoto |
Board Member | |
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(2) Executive Officers
Name | Current Position | Responsibility at the Company |
Chairman of the Board | ||
[Reasons for appointment] | ||
As Chairman of the Board, he is running the Board appropriately and is | ||
Teruhisa Ueda * | committed to enhancing corporate value by strengthening corporate | |
governance. Based on his abundant experience and a distinguished track | ||
(promoted) | record in a business in addition to having served as CEO with the strong | |
leadership, the Company expects his role in strengthening the Board's | ||
functions for decision-making on important matters and for monitoring | ||
and oversight of business execution, and has newly appointed him as a | ||
Chairman of the Board. | ||
President & CEO | ||
[Reasons for appointment] | ||
Responsible for management of the Group as the CEO, he is committed | ||
to enhancing corporate value and promoting the medium-term | ||
Yasunori Yamamoto * | management plan. He has abundant knowledge and track record in the | |
(promoted) | field of engineering and manufacturing, and management of an overseas | |
subsidiary in addition to having served as CFO responsible for Corporate | ||
Strategy Planning and Corporate Communication. Therefore, the | ||
Company expects his role in promoting the medium-term management | ||
plan and enhancing corporate value, and has newly appointed him as a | ||
President & CEO. | ||
Senior Corporate | In charge of Risk Management and | |
Corporate Marketing | ||
Executive Officer | ||
General Manager, Tokyo Office | ||
[Reasons for appointment] | ||
Responsible for Risk Management and Corporate Marketing, he is | ||
Yasuo Miura * | committed to improving the risk management system and strengthening | |
the corporate marketing organization. Based on his abundant knowledge | ||
and track record in finance and accounting, sales operations and | ||
management of an overseas subsidiary, the Company expects his role in | ||
leading the improvement of the risk management system and sales | ||
capabilities, and continues to appoint him as a Senior Corporate | ||
Executive Officer. | ||
Senior Managing | General Manager, | |
Analytical & Measuring Instruments | ||
Executive Officer | ||
Division | ||
[Reasons for appointment] | ||
As General Manager of Analytical & Measuring Instruments Division, he | ||
Yoshiaki Mase | is committed to expanding the business and enhancing the functions of | |
the organization. Based on his abundant knowledge and track record in | ||
the international business including in China and offering operational | ||
efficiency through the information technology, the Company expects his | ||
role in contributing to the growth and improving the profitability of the | ||
Analytical & Measuring Instruments business, and continues to appoint | ||
him as a Senior Managing Executive Officer. |
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Name | Current Position | Responsibility at the Company |
Senior Managing | In charge of DX・IT Strategy | |
Executive Officer | Jointly in charge of Technology Research | |
[Reasons for appointment] | ||
Responsible for DX・IT Strategy, he is committed to the business model | ||
Kunimasa Ito | change, organizational and corporate cultural reforms by utilizing digital | |
technology. Based on his abundant knowledge and track record in medical | ||
business, which is increasingly getting digitized, the Company expects | ||
his role in accelerating DX promotion leading to the creation of customer | ||
value, and continues to appoint him as a Senior Managing Executive | ||
Officer. | ||
Senior Managing | Managing Director, | |
Shimadzu (Hong Kong) Ltd. | ||
Executive Officer | ||
(Currently posted to China) | ||
[Reasons for appointment] | ||
Shuzo Maruyama | As Managing Director of the Company's business in China, he is | |
committed to expanding the business performance with strong leadership. | ||
Based on his abundant knowledge and track record in Analytical & | ||
Measuring Instruments business and the business in the U.S.A., the | ||
Company expects his role in taking advantage of new business | ||
opportunities and appropriately managing the risks, and continues to | ||
appoint him as a Senior Managing Executive Officer. | ||
Senior Managing | CFO | |
In charge of Corporate Strategy Planning | ||
Executive Officer | ||
and Corporate Communication | ||
[Reasons for appointment] | ||
As the CFO, responsible for Corporate Strategy Planning and Corporate | ||
Akira Watanabe * | Communication, he is committed to enhancing corporate value and | |
(promoted) | promoting the medium-term management plan. 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 his role in contributing to the | ||
Group's sustainable growth and enhancing corporate value, and has | ||
newly appointed him as a Senior Managing Executive Officer. |
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Name | Current Position | Responsibility at the Company |
CSO (Chief of Standardization | ||
Officer) | ||
Managing Executive Officer | In charge of Global Environmental | |
Management and Medical Regulations | ||
Jointly in charge of Corporate Strategy | ||
Planning | ||
Fuminori Inagaki | [Reasons for appointment] | |
As CSO (Chief of Standardization Officer), responsible for Global | ||
Environmental Management and Medical Regulation, he is committed to | ||
developing new markets and enhancing social values of the Group. Based | ||
on his abundant knowledge and track record in understanding economic | ||
policies and the latest market trends, the Company expects his role in | ||
enhancing corporate value and solving challenges in society through | ||
collaboration with external firm, and has appointed him as a Managing | ||
Executive Officer. | ||
In charge of Manufacturing and | ||
Managing Executive Officer | CS Management | |
Jointly in charge of DX・IT Strategy | ||
[Reasons for appointment] | ||
Katsuaki Kaito | Responsible for Manufacturing and CS Management, he is committed to | |
the quality improvement, cost reduction and shortening of the lead time | ||
for delivery. Based on his abundant knowledge and track record in | ||
technology & manufacturing fields and management of an overseas | ||
subsidiary, the Company expects his role in optimizing the manufacturing | ||
functions to improve the quality and reduce costs, and continues to | ||
appoint him again as a Managing Executive Officer. | ||
Managing Executive Officer | General Manager, | |
Medical Systems Division | ||
[Reasons for appointment] | ||
As General Manager of Medical Systems Division, he is committed to | ||
Koki Aoyama | expanding the business and increasing the profitability. Based on his | |
abundant knowledge and track record in marketing and service fields in | ||
addition to the management of an overseas subsidiary, the Company | ||
expects his role in further improving the profitability and expand the | ||
overseas business, and has appointed him as a Managing Executive | ||
Officer. |
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Disclaimer
Shimadzu Corporation published this content on 28 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2022 07:40:01 UTC.