Securities Code: 5185
June 12, 2023
Date of commencement of measures for electronic provision: June 6, 2023)
To Our Shareholders:
105 Sugaya 3-chome, Ageo City, Saitama Prefecture
F U K O K U C o . , L t d .
President & CEO Takashi Ogawa
Notice of the 70th Ordinary General Meeting of Shareholders
Thank you very much for your continued support.
We are pleased to inform you that the 70th Ordinary General Meeting of Shareholders of FUKOKU Co., Ltd. (the Company) will be held as indicated below.
In convening the 70th Ordinary General Meeting of Shareholders, the Company has taken measures for electronic provision of information on the following website:
FUKOKU Co., Ltd.'s website (https://www.fukoku-rubber.co.jp/ir/general-meeting.html)
In addition to the above website, the information is posted on the following website:
Tokyo Stock Exchange (TSE) website (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show)
Please access the above website, enter and search for either the name of the Company or its Security Code (5185) and select "Basic Information" then "Documents for public inspection/PR information" to review the information.
If you will not be attending the meeting in person, please consider exercising your voting rights via the internet or in writing. To exercise your voting rights, please review the Reference Documents for the General Meeting of Shareholders as below and refer to the "Guide for the Exercise of Voting Rights" (pages 3 and 4) and exercise your voting rights by no later than 5:00 p.m. on Tuesday, June 27, 2023.
Sincerely yours,
1. | Date | Wednesday, June 28, 2023, at 10:00 a.m. (Reception for attendees starts from 9:30 a.m.) |
2. | Venue | 3-2Shin-toshin,Chuo-ku, Saitama City, Saitama Prefecture |
Sakura Hall, THE MARK GRAND HOTEL (Former Rafre Saitama) (3F) |
(The venue this year is the same as last year. Please refer to the "Access Information for the Venue of the General Meeting of Shareholders" provided at the end of the document.)
3. Purpose | Items to be |
reported |
- Report on the Business Report, Consolidated Financial Statements, and Audit Reports of Consolidated Financial Statements by Accounting Auditor and Audit and Supervisory Committee for the 70th Fiscal Year (April 1, 2022 to March 31, 2023)
- Report on Non-Consolidated Financial Statements for the 70th Fiscal Year (April 1, 2022 to March 31, 2023)
Items to be Agenda No. 1 | Election of Six (6) Directors (Excluding Directors who are |
resolved | Audit and Supervisory Committee Members) |
Agenda No. 2 | Election of Three (3) Directors who are Audit and |
Supervisory Committee Members | |
Agenda No. 3 | Continuation of Countermeasures to Large-Scale |
Acquisitions of the Company's Shares, etc. (Takeover | |
Defense Measure) |
4. Other Notes regarding the Convocation of the Meeting
- If you wish to exercise your voting rights via a proxy, such proxy must be another shareholder of the Company who has voting rights. The proxy can only be one other shareholder.
- If you fail to indicate your approval or disapproval on the voting form, it will be deemed that you indicated your approval with respect to the Company's proposals.
- If you exercise voting rights both via the internet and in writing, the exercise via the internet will be deemed effective. If you exercise voting rights twice or more via the internet, the most recent exercise of voting rights will be deemed effective.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
If you will be attending the Meeting, please submit your voting form at the reception.
The document mailed to shareholders who requested printed documents does not include the following matters, in accordance with laws and regulations and the provision of Article 13 of the Articles of Incorporation of the Company. Therefore, the relevant printed document is part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditors in the course of preparing the Audit Report.
- "Basic policy for control over the business corporation," "System for ensuring the appropriateness of operations and its operating status," and "Policy on determination of distribution of surplus, etc." in the Business Report.
-
"Consolidated statement of changes in equity" and "Notes to consolidated financial statements" in the Consolidated Financial
Statements - "Statement of changes in net assets" and "Notes to non-consolidated financial statements" in the Non-Consolidated Financial Statements.
Any revisions to the matters provided electronically will be posted on each relevant website. Other matters for shareholders of the Company will be posted on the website of the Company.
This document is an English translation of a statement initially written in Japanese. The Original Japanese document should be considered as the primary version.
Reference Documents for General Meeting of Shareholders
Agenda No. 1: Election of Six (6) Directors (Excluding Directors who are Audit and Supervisory Committee Members)
The term of office of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee Members; the same is applicable in this agenda item herein below) will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of six (6) Directors (including three (3) Outside Directors), reducing the total number of Directors by two (2) with the aim of enabling flexible decision making.
The details of the proposal under this agenda item were approved by the Board of Directors after receiving a report from the Nomination and Remuneration Committee, a consulting body to the Board of Directors, the majority of which are comprised of independent Outside Directors.
In addition, with regard to this agenda item, the Audit and Supervisory Committee is of the opinion that it is appropriate to elect the respective candidates as Directors.
The candidates for Directors are as follows.
Candidate | Name | ||
No. | |||
1 | |||
Re- | Takashi Ogawa | ||
election |
Current positions in the
Company
President & CEO
2 | Representative Director | |||||
Re- | Ikuo Oshiro | |||||
& Executive Vice | ||||||
election | ||||||
President | ||||||
3 | ||||||
Re- | Masahiro Emura | Director & Corporate | ||||
election | Officer | |||||
4 | ||||||
Re- | Robert H. Janson | Outside | Independent | Outside Director | ||
election | Officer | |||||
5 | ||||||
Re- | Hiroko Shimizu | Outside | Independent | Outside Director | ||
election | Officer | |||||
6 | New | Yutaka Koizumi |
election |
Outside IndependentOfficer
Candidate No. | ||||
Takashi Ogawa | Re- | |||
1 | ||||
(February 26, 1954) | election | |||
Brief profile, position and responsibility at the Company (Significant concurrent positions) | ||||
April 1976 | Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION) | |||
Number of shares of the | May 1993 | Vice President of the U.S. entity of ASMO Co., Ltd. (current DENSO CORPORATION) | ||
June 2003 | Director, Head of Quality Assurance Department of DENSO CORPORATION | |||
Company owned by | ||||
June 2008 | Managing Director of DENSO CORPORATION | |||
Candidate | ||||
June 2012 | President of the Indonesian entity of DENSO CORPORATION | |||
29,560 shares | ||||
December 2015 | Vice President & Representative Director of DENSO CORPORATION | |||
April 2018 | Executive Advisor to the Motor Business of DENSO CORPORATION | |||
April 2019 | Joined the Company as Vice President and Director & Corporate Officer, Head of Business | |||
Management Headquarters | ||||
June 2019 | Vice President & Representative Director, Assistant to President and Head of Business | |||
Management Headquarters | ||||
April 2020 | Vice President & Representative Director, and Assistant to President | |||
July 2020 | President & CEO (incumbent) |
[Reasons for the nomination]
Mr. Takashi Ogawa has a wide range of knowledge on the overall management of an automobile parts manufacturer and excellent leadership based on his extensive experience as President & CEO of the Company and at other companies, and thus we consider him to be appropriate as the Candidate for Director to request his election.
Candidate No. | |||||
Ikuo Oshiro | Re- | ||||
2 | |||||
(January 15, 1961) | election | ||||
Brief profile, position and responsibility at the Company (Significant concurrent positions) | |||||
April 1983 | Joined the Company | ||||
Number of shares of the | April 2016 | Head of OA Business Unit of the Company, in charge of new businesses | |||
April 2019 | Corporate Officer, Head of Functional Parts Business, Business Management Headquarters | ||||
Company owned by | |||||
April 2020 | Corporate Officer, Head of Industrial Equipment Business, Business Management Headquarters | ||||
Candidate | |||||
July 2020 | Director & Corporate Officer and Head of Industrial Equipment Business, in charge of technology | ||||
7,690 shares | |||||
development | |||||
January 2021 | Director & Corporate Officer and Head of Sales Headquarters | ||||
June 2022 | Representative Director & Executive Vice President and Head of Sales Headquarters, in charge of | ||||
technology development | |||||
February 2023 | Representative Director & Executive Vice President, in charge of sales and technology | ||||
development (incumbent) | |||||
[Reasons for the nomination]
Mr. Ikuo Oshiro is thoroughly familiar with the technology and sales of the Company and has rich experiences and excellent leadership in product development and business operation of non-automobile industries. Accordingly, we consider him to be appropriate as the candidate for Director to further promote the business development of the Company going forward and, thus, request his election.
Candidate No. | ||||
Masahiro Emura (November 14, 1970) | Re- | |||
3 | ||||
election | ||||
Brief profile, position and responsibility at the Company (Significant concurrent positions) | ||||
April 1989 | Joined the Company | |||
Number of shares of the | April 2007 | Manager of the Seal Production Section in the Ageo Plant of the Company | ||
October 2008 | Plant Manager of SIAM FUKOKU CO., LTD. | |||
Company owned by | ||||
April 2009 | Vice President of SIAM FUKOKU CO., LTD. | |||
Candidate | ||||
April 2014 | Plant Manager of Seal Business in the Ageo Plant of the Company | |||
2,460 shares | ||||
April 2016 | Plant Manager of Gunma No. 2 Plant of the Company | |||
April 2021 | Corporate Officer, Head of Functional Parts Business, Business Management Headquarters | |||
April 2022 | Corporate Officer, Head of Business Management Headquarters and Head of Functional Parts | |||
Business | ||||
June 2022 | Director & Corporate Officer, Head of Business Management Headquarters, Head of Functional | |||
Parts Business, in charge of safety and quality | ||||
February 2023 | Director & Corporate Officer, Head of Administration Headquarters, Head of Human Resources | |||
Planning Department, in charge of safety and quality (incumbent) |
[Reasons for the nomination]
Mr. Masahiro Emura has rich experience in manufacturing, which is the root of our business, and strong leadership. In order for the Company to advance the reinforcement of its management foundation, including human resource development, in the future, we consider him to be appropriate as a candidate for Director and request his election.
Candidate No. | ||||||
4 | Robert H. Janson | Outside | Re- | |||
(June 14, 1949) | election | |||||
Brief profile, position and responsibility at the Company (Significant concurrent positions) | ||||||
April 1973 | Representative in Japan of Continental Gumi Welke AG (current Continental AG) | |||||
Number of shares of the | August 1978 | Joined Audi NSU Auto Union | ||||
Company owned by | January 1980 | Transferred from Audi NSU Auto Union to Volkswagen | ||||
July 1980 | Representative of Volkswagen Audi Japan | |||||
Candidate | ||||||
July 1983 | Vice President & Representative Director of Volkswagen KK (current Volkswagen Group Japan KK) | |||||
4,400 shares | ||||||
July 1993 | Representative of Tokyo Representative Office of Volkswagen Asia Pacific Inc. | |||||
January 1999 | President & CEO of Janson & Associates, Inc. (incumbent) | |||||
January 2007 | Director of FEV Japan Co., Ltd. | |||||
May 2017 | Representative Director of FEV Japan Co., Ltd. | |||||
June 2021 | Director (Part-time/Outside) and Member of the Nomination and Remuneration Committee of the | |||||
Company (incumbent) |
[Reason for the nomination and the expected role]
Robert H. Janson has extensive knowledge on management, including that gained through his experience as serving as the representative of the Japanese entity of a leading European automobile manufacturer. Accordingly, we expect him to provide appropriate suggestions and advice as a Director (Outside) of the Company and consider him appropriate as a candidate for Director (Outside), and request his election.
If Mr. Robert H. Janson is elected, the Company expects him to provide oversight, supervision and advice on the Company's management and business execution in an independent position as Outside Director based on his wealth of experience and knowledge on management, as well as continuing to be involved in personnel and remuneration decisions, among other things, for its officers and senior managers in an objective and neutral position as a member of the Nomination and Remuneration Committee.
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Disclaimer
Fukoku Co. Ltd. published this content on 13 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2023 07:39:09 UTC.