Note: This document is a translation of 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 this translation.
(Stock Exchange Code 6506)
May 6, 2021
To Shareholders with Voting Rights:
Hiroshi Ogasawara
Representative Director, President
YASKAWA Electric Corporation
2-1 Kurosakishiroishi, Yahatanishi-ku
Kitakyushu, Japan
NOTICE OF
THE 105TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 105th Annual General Meeting of Shareholders of YASKAWA Electric Corporation (the "Company"). The meeting will be held for the purposes described below.
If you do not attend the meeting, you can exercise your voting rights in writing, or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders that appear later in this document. If exercising your voting rights in writing, please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:00 p.m. on Tuesday, May 25, 2021, Japan time. If exercising your voting rights via the Internet, etc., please access the website designated by the Company (https://soukai.mizuho-tb.co.jp/), and exercise your voting rights by 5:00 p.m. on Tuesday, May 25, 2021, Japan time.
- Shareholders are kindly asked to participate in the General Meeting of Shareholders by attending the meeting in person or through the exercise of voting rights in advance.
When you attend the General | When you do not attendthe General Meeting of Shareholders | ||
Meeting of Shareholders | |||
Exercise of voting rights in writing | Exercise of voting rights via the Internet, | ||
(by mail) | etc. |
- 1 -
1. | Date and Time: | Wednesday, May 26, 2021, at10:00 a.m. Japan time(Doors open at 9:00 a.m.) | |
2. | Venue: | Head Office of the Company | |
2-1 Kurosakishiroishi, Yahatanishi-ku, Kitakyushu, Japan | |||
3. | Meeting Agenda: | Matters to be | 1. The Business Report and Consolidated Financial Statements for |
reported: | the Company's 105th Fiscal Year (March 1, 2020 - February 28, | ||
2021), and results of audits of the Consolidated Financial | |||
Statements by the Accounting Auditor and the Audit and | |||
Supervisory Committee | |||
2. Non-consolidated Financial Statements for the Company's 105th | |||
Fiscal Year (March 1, 2020 - February 28, 2021) | |||
Proposals to | Proposal 1:Election of 7 Directors (excluding Directors who are | ||
be resolved: | Members of Audit and Supervisory Committee) | ||
Proposal 2:Election of 5 Directors who are Members of Audit and | |||
Supervisory Committee | |||
Proposal 3:Partial Additional Approval of the Stock | |||
Remuneration Plan for Directors (excluding Directors | |||
who are Members of Audit and Supervisory | |||
Committee) | |||
Proposal 4:Partial Additional Approval of the Stock | |||
Remuneration Plan for Directors who are Members of | |||
Audit and Supervisory Committee | |||
4.Matters related to(1) If you exercise your voting rights twice, once by the Voting Rights Exercise Form
exercise of Voting | and once via the Internet, etc., we will treat your vote cast via the Internet, etc. as |
Rights | the valid exercise of your voting rights, regardless of the time or date of arrival of |
your vote. | |
If you exercise your voting rights several times via the Internet, etc., we will treat | |
the most recent vote as the valid exercise of your voting rights. | |
(2) | If you wish to exercise your voting rights by proxy, please appoint a proxy who is |
a shareholder of the Company with voting rights. The proxy will be requested to | |
submit a document certifying the status as proxy at the reception desk upon | |
arrival at the meeting. |
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- In the case where the Reference Documents for the General Meeting of Shareholders, the Business Report,Non-consolidated Financial Statements, or Consolidated Financial Statements are revised, the revised versions will be posted on the Company's website.
- Of the documents to be provided with this convocation notice, the following items are posted on the Company's website pursuant to the provisions of laws and regulations and Article 15 of the Company's Articles of Incorporation. The Business Report, Consolidated Financial Statements, andNon-consolidated Financial Statements audited by the Audit and Supervisory Committee include the items listed under (1) through (3) below, which are posted on the Company's website, as well as the documents included in the attachment to the Japanese version of this Notice.
Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor include the items listed under (2) and (3) below, which are posted on the Company's website, as well as the documents included in the attachment to the Japanese version of this Notice. - "Status of Stock Acquisition Rights," "System to Ensure the Appropriateness of Business Operation," "Overview of the Management Status of System to Ensure the Appropriateness of Business Operation," and "Basic Policy on Control of Company" in the Business Report
- "Consolidated Statements of Changes in Equity" and "Notes to the Consolidated Financial Statements" in Consolidated Financial Statements
- "Statements of Changes in Net Assets" and "Notes to theNon-consolidated Financial Statements" in Non-consolidated Financial Statements
The Company's website (https://www.yaskawa.co.jp/)
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Reference Documents for General Meeting of Shareholders
Proposals and References
Proposal 1:Election of 7 Directors (excluding Directors who are Members of Audit and Supervisory Committee)
The terms of office of all 5 Directors (excluding Directors who are Members of Audit and Supervisory Committee; the same shall apply hereinafter in this Proposal) will expire at the conclusion of this General Meeting of Shareholders. In addition, Director Koichi Takamiya passed away and ceased to be a Director on June 4, 2020. This Proposal is to request the election of 7 Directors, including 1 new candidate for Outside Director. The candidates are as below.
The Audit and Supervisory Committee has expressed an opinion to the effect that each candidate is qualified to serve as a Director of the Company, in light of the nomination procedures applied by the Nomination Advisory Committee and the execution of duties and performance results of each candidate in the current fiscal year, among other factors.
The areas of expertise that the Company expects each candidate to bring to the Board of Directors are provided on page 17.
Candidates for Director | ||||||
No. | Name | Current Positions and Responsibilities, etc. | ||||
1 | Junji Tsuda | Representative Director, Chairman of the Board | ||||
Reappointment | ||||||
Representative Director, President; | ||||||
In charge of Human Resources Development; | ||||||
2 | Hiroshi Ogasawara | Reappointment | ||||
Regional Manager, China; | ||||||
Manager, ICT Strategy Div. | ||||||
Representative Director; Senior Managing | ||||||
Executive Officer; | ||||||
3 | Shuji Murakami | Reappointment | ||||
In charge of CSR; In charge of Administration; | ||||||
General Manager, Corporate Planning Div. | ||||||
Director; Managing Executive Officer; | ||||||
General Manager, Production Management & | ||||||
4 | Yoshikatsu Minami | Reappointment | ||||
Operations Div.; General Manager, Export & | ||||||
Import Administration Div. | ||||||
Director; Managing Executive Officer; | ||||||
5 | Masahiro Ogawa | Reappointment | ||||
General Manager, Robotics Div. | ||||||
Senior Executive Officer; | ||||||
6 | Yasuhiko Morikawa | In charge of Compliance; | ||||
Deputy General Manager, Corporate Planning | New | |||||
Div.; General Manager in Finance, Corporate | ||||||
Planning Div. | ||||||
Outside Director; | New | |||||
7 | Yuichiro Kato | Outside | ||||
Member of Audit and Supervisory Committee | ||||||
Independent | ||||||
Candidate for reappointment | ||
Reappointment | New | |
as Director | ||
Candidate for Outside | ||
Outside | ||
Independent | ||
Director | ||
New candidate for Director
Independent Director as stipulated by the Stock Exchange and by the Company
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No.
1Junji Tsuda
Date of birthMarch 15, 1951 (Age: 70) | Reappointment |
[Past experience, positions and responsibilities]
March 1976 | Joined the Company |
June 2005 | Director; General Manager, Drives Div., Motion |
Control Div. | |
June 2009 | Managing Director; General Manager, Robotics Div. |
March 2010 | President (Representative Director) |
March 2013 | Representative Director, Chairman of the Board; |
President | |
March 2016 | Representative Director, Chairman of the Board (to |
present) | |
April 2017 | Chairman, board of directors, the University of |
Kitakyushu (to present) | |
June 2018 | Outside Director, TOTO LTD. (to present) |
Number of shares of
the Company held
60,861
Years served as a
Director of the
Company
16 years
(at the conclusion
of this General
Meeting of
Shareholders)
Significant
concurrent positions
Chairman, board of directors, the University of Kitakyushu Outside Director,
TOTO LTD.
Reasons for nominating him as a candidate for Director
As a corporate chief executive, Mr. Junji Tsuda has led the management of the Company by assuming such posts as Representative Director and President. As his rich knowledge and experience are essential for enhancing the Company's corporate value, the Company nominates him as a candidate for Director. Subject to his election as a Director at this General Meeting of Shareholders, he will be reappointed to the post of Representative Director and Chairman of the Board.
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No. | Hiroshi Ogasawara | |||||
Date of birthSeptember 19, 1955 (Age: 65) | ||||||
2 | Reappointment | |||||
[Past experience, positions and responsibilities]
March 1979 | Joined the Company |
June 2006 | Director |
March 2007 | Director; General Manager, Drives Div. |
March 2011 | Director; General Manager, Motion Control Div. |
June 2012 | Corporate Vice President; General Manager, Motion |
Control Div. | |
June 2013 | Director; Managing Executive Officer |
March 2014 | Director; Managing Executive Officer; General |
Manager, Technology & Development Div. | |
March 2015 | Representative Director; Senior Managing |
Executive Officer; General Manager, Technology & | |
Development Div. | |
March 2016 | Representative Director, President; General |
Manager, Technology & Development Div. | |
March 2017 | Representative Director, President; |
In charge of Human Resources Development; | |
Manager, Diversity Management Div. | |
March 2018 | Representative Director, President; |
In charge of Human Resources Development; | |
Manager, ICT Strategy Div. | |
July 2020 | Representative Director, President; |
In charge of Human Resources Development; | |
Regional Manager, China; | |
Manager, ICT Strategy Div. (to present) |
Number of shares of
the Company held
45,006
Years served as a
Director of the
Company
14 years
(at the conclusion
of this General
Meeting of
Shareholders)
Significant
concurrent positions
―
Mr. Hiroshi Ogasawara was appointed to the post of Representative Director and President in Reasons for nominating2016 and has led the management of the Company. As his rich knowledge and experience are
him as a candidate foressential for enhancing the Company's corporate value, the Company nominates him as a
Directorcandidate for Director. Subject to his election as a Director at this General Meeting ofShareholders, he will be reappointed to the post of Representative Director and President.- 5 -
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Yaskawa Electric Corporation published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 08:32:07 UTC.