Note: This notice in English is for reference purposes only. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.
Securities code: 5991 Date of sending by postal mail: June 6, 2024 Start date of measures for electronic provision: June 4, 2024
To Our Shareholders,
Kazuhisa Uemura,
Representative Member of the Board President & COO
NHK SPRING CO., LTD.
3-10, Fukuura, Kanazawa-ku, Yokohama
Notice of the 104th Annual General Meeting of Shareholders
NHK SPRING CO., LTD. (the "Company") hereby provides notice of the 104th Annual General Meeting of Shareholders of the Company to be held as follows:
When convening the General Meeting of Shareholders, we have adopted measures for providing information in electronic format, which is posted on the following website on the Internet. Please access one of the websites for confirmation.
The Company's website: https://www.nhkspg.co.jp/ (in Japanese)
(Please access the Company's website above, select "Investors" and "General Meeting of Shareholders" from the menu, in that order, and confirm.)
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "NHK Spring" in "Issue name (company name)" or the Company's securities code "5991" 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].")
- Date and Time: Tuesday, June 25, 2024, at 10:00 a.m. (Reception starts at 9:00 a.m.) (JST)
- Venue: NHK SPRING CO., LTD. Head Office
3-10, Fukuura, Kanazawa-ku, Yokohama
3. Purpose of the Meeting: Matters to be reported:
- The Fiscal Year 2023 Business Report, the Consolidated Financial Statements, and audit results of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 104th term (from April 1, 2023 to March 31, 2024)
- The Fiscal Year 2023 Non-consolidated Financial Statements for the 104th term (from April 1, 2023 to March 31, 2024)
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Proposal 1: Appropriation of Surplus
Proposal 2: Election of Nine (9) Members of the Board
Proposal 3: Election of Three (3) Audit & Supervisory Board Members
Proposal 4: Election of One (1) Substitute Audit & Supervisory Board Member (External)
Proposal 5: Revision of the Amount of Remuneration for Members of the Board
Proposal 6: Revision of the Amount of Remuneration for Audit & Supervisory Board Members
Proposal 7: Approval of Remuneration Amount for Restricted Stock-based Remuneration System
4. Matters determined relating to convocation
- When voting rights are exercised in writing, if there is no indication of approval or disapproval of the proposal in the voting right exercise form, it will be treated as if there was an indication of approval of the company proposals and disapproval of the shareholder proposal.
- If voting rights are exercised multiple times via the Internet, the last exercise of voting rights will be treated as valid.
- If voting rights are duplicately exercised via the Internet and in writing (by mail), the exercise of voting rights via the Internet will be treated as valid regardless of the date and time of arrival.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company recognizes return of profits to our shareholders as the top priority and our basic policy is to continue to distribute dividends stably.
In light of this and as a result of comprehensive consideration given to such matters as consolidated business performance and dividend payout ratio, the Company proposes that the year-end dividend for the term will be 25 yen per share, increasing the payment by 8 yen per share compared with the previous term.
year-end dividend>
- Type of dividend property Cash
-
Assignment of the dividend property to shareholders and the total amount:
25 yen per share of common stock of the Company Total amount: 5,541,438,550 yen
As the Company has already paid an interim dividend of 17 yen per share, the annual dividend for the term will be 42 yen per share. - Effective date of dividends of surplus June 26, 2024
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Proposal 2: Election of Nine (9) Members of the Board
The terms of office of all eight (8) Members of the Board will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, we hereby request the election of nine (9) Members of the Board, increasing the number of Members of the Board (External) by one (1).
The candidates for positions of Members of the Board are as follows:
Important | Attendance | ||||||
(Gender) | Position and areas of responsibility in | concurrent | Number of | ||||
No. | Name | at Board of | |||||
positions | years in | ||||||
(Age) | the Company | Directors | |||||
outside the | office | ||||||
meetings | |||||||
Company | |||||||
1 | Takashi Kayamoto | [Reelection] | (Male) | Chairman & Representative Member | 13/13 | ||
- | 9 | meetings | |||||
(68 years old) | of the Board, CEO | ||||||
(100%) | |||||||
2 | Kazuhisa Uemura | [Reelection] | (Male) | Representative Member of the Board | 13/13 | ||
- | 6 | meetings | |||||
(63 years old) | President & COO | ||||||
(100%) | |||||||
3 | Kiyohiko Kanmei | [Reelection] | (Male) | Representative Member of the Board | 13/13 | ||
Executive Vice President & CQO, | - | 5 | meetings | ||||
(66 years old) | |||||||
CTO | (100%) | ||||||
4 | Hidefumi Yoshimura | [Reelection] | (Male) | Representative Member of the Board | 13/13 | ||
Executive Vice President & CFO | 1 | 3 | meetings | ||||
(66 years old) | |||||||
President of Procurement Division | (100%) | ||||||
5 | Shunsuke Sasaki | [Reelection] | (Male) | Member of the Board | 10/10 | ||
Senior Corporate Officer | - | 1 | meetings | ||||
(59 years old) | |||||||
President of Sales Division | (100%) | ||||||
[Reelection] | (Male) | 13/13 | |||||
6 | Keiichiro Sue | [External] | Member of the Board (External) | - | 9 | meetings | |
(66 years old) | |||||||
[Independent] | (100%) | ||||||
[Reelection] | (Female) | 13/13 | |||||
7 | Katsuko Tanaka | [External] | Member of the Board (External) | - | 8 | meetings | |
(78 years old) | |||||||
[Independent] | (100%) | ||||||
[Reelection] | (Female) | 13/13 | |||||
8 | Hiromi Tamakoshi | [External] | Member of the Board (External) | - | 4 | meetings | |
(61 years old) | |||||||
[Independent] | (100%) | ||||||
[New | 13/13 | ||||||
9 | Reiko Furukawa | election] | (Female) | [New | |||
Member of the Board (External) | 1 | meetings | |||||
[External] | (65 years old) | election] | |||||
(100%) | |||||||
[Independent] | |||||||
- The position and areas of responsibility in the Company describes the schedule for approval of the election of each candidate.
- Important concurrent positions are the number of concurrent positions as of the date of notification of convocation of this Annual General Meeting of Shareholders.
- The number of years in office is the number of years in office at the conclusion of this Annual General Meeting of Shareholders.
- Attendance at the Board of Directors meetings for Ms. Reiko Furukawa denotes the number of meetings attended as an Audit & Supervisory Board Member (External).
[Reelection] | Candidate for reelected Member of the Board |
[New election] | Candidate for newly elected Member of the Board |
[External] | Candidate for Member of the Board (External) |
[Independent] | Candidate for Independent Officer |
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No. | Name | Career summary, position and areas of responsibility in the | Number of | |
Company's | ||||
(Date of birth) | Company and important concurrent positions | |||
shares owned | ||||
Takashi Kayamoto | Apr. 1979 | Joined the Company | ||
Jun. 2010 | Corporate Officer | |||
(Male) | Vice President of Research and Development | |||
(February 5, 1956) | Division and Director of Development | |||
(68 years old) | Department | |||
Apr. 2013 | Senior Corporate Officer | |||
President of Suspension Spring Division | ||||
Jun. 2015 | Member of the Board | |||
Senior Corporate Officer | ||||
President of Sales Division | 81,564 | |||
Apr. 2016 | Member of the Board | |||
1 | Executive Corporate Officer | |||
President of Sales Division | ||||
[Reelection] | Apr. 2017 | Representative Member of the Board | ||
President & COO | ||||
Attendance at Board of | Apr. 2019 | Representative Member of the Board | ||
Directors meetings | President & CEO | |||
13/13 meetings | Apr. 2024 | Chairman & Representative Member of the | ||
Board, CEO (present) | ||||
Reason for election | ||||
Dr. Takashi Kayamoto was appointed Representative Member of the Board and President in 2017, and he has | ||||
abundant experience and advanced knowledge about the business activities of the Company through his duties | ||||
as President and Chairman, and accordingly, we request his reelection as a Member of the Board. | ||||
Kazuhisa Uemura | Apr. 1983 | Joined the Company | ||
Apr. 2014 | Corporate Officer | |||
(Male) | ||||
(July 24, 1960) | Vice President of Sales Division and Director | |||
(63 years old) | of Seating & Component Sales Department | |||
Apr. 2018 | Senior Corporate Officer | |||
President of Sales Division | ||||
Jun. 2018 | Member of the Board | |||
Senior Corporate Officer | ||||
President of Sales Division | 20,142 | |||
Apr. 2022 | Member of the Board | |||
2 | Executive Corporate Officer | |||
President of Sales Division | ||||
[Reelection] | Apr. 2023 | Member of the Board | ||
Executive Corporate Officer | ||||
Attendance at Board of | President of Corporate Planning and Control | |||
Division | ||||
Directors meetings | Apr. 2024 | Representative Member of the Board | ||
13/13 meetings | ||||
President & COO (present) | ||||
Reason for election | ||||
Mr. Kazuhisa Uemura has many years of experience in Sales Division and deep insight into this field, as well | ||||
as a wealth of experience relating to management through his duties as President of Sales Division and | ||||
President of Corporate Planning and Control Division, and accordingly, we request his reelection as a Member | ||||
of the Board. |
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No. | Name | Career summary, position and areas of responsibility in the | Number of | ||
Company's | |||||
(Date of birth) | Company and important concurrent positions | ||||
shares owned | |||||
Apr. 1980 | Joined the Company | ||||
Jun. 2011 | Corporate Officer | ||||
Kiyohiko Kanmei | Vice President of Seating Division and | ||||
Director of Global Business Promotion | |||||
(Male) | |||||
Department | |||||
(June 10, 1957) | |||||
Apr. 2015 | Senior Corporate Officer | ||||
(66 years old) | |||||
President of Seating Division | |||||
Apr. 2018 | Executive Corporate Officer | ||||
President of Engineering Division | |||||
Apr. 2019 | Executive Corporate Officer | ||||
President of Engineering Division | 18,206 | ||||
CQO | |||||
3 | Jun. 2019 | Member of the Board | |||
Executive Corporate Officer | |||||
President of Engineering Division | |||||
[Reelection] | CQO | ||||
Attendance at Board of | Director of Takano Co., Ltd. (non-executive) | ||||
Apr. 2020 | Representative Member of the Board | ||||
Directors meetings | |||||
Executive Vice President & CQO | |||||
13/13 meetings | |||||
Apr. 2022 | Representative Member of the Board | ||||
Executive Vice President & CQO, CTO | |||||
(present) | |||||
Reason for election | |||||
Mr. Kiyohiko Kanmei has many years of experience in engineering and manufacturing fields and deep insight | |||||
into these fields, as well as a wealth of experience relating to management through his duties as President of | |||||
Seating Division, President of Engineering Division, and since 2020, Representative Member of the Board and | |||||
Executive Vice President, and accordingly, we request his reelection as a Member of the Board. |
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No. | Name | Career summary, position and areas of responsibility in the | Number of | |
Company's | ||||
(Date of birth) | Company and important concurrent positions | |||
shares owned | ||||
Apr. 1981 | Joined the Company | |||
Jun. 2007 | Director of Planning and Control | |||
Department, Suspension Spring Division | ||||
Apr. 2014 | Corporate Officer; | |||
President & CEO and Member of the Board, | ||||
NHK of America Suspension Components | ||||
Inc.; | ||||
President & CEO and Member of the Board, | ||||
New Mather Metals, Inc. | ||||
Apr. 2015 | Corporate Officer | |||
Hidefumi Yoshimura | Director of Human Resources Department, | |||
(Male) | Corporate Planning and Control Division | |||
(May 4, 1958) | Apr. 2017 | Senior Corporate Officer | ||
(66 years old) | Vice President of Corporate Planning and | |||
Control Division and Director of Human | ||||
Resources Department | ||||
Apr. 2020 | Senior Corporate Officer | |||
President of Corporate Planning and Control | ||||
Division | 4,990 | |||
Apr. 2021 | Executive Corporate Officer | |||
President of Corporate Planning and Control | ||||
4 | Division | |||
Jun. 2021 | Member of the Board | |||
[Reelection] | Executive Corporate Officer | |||
President of Corporate Planning and Control | ||||
Attendance at Board of | Division | |||
Directors meetings | Apr. 2022 | Member of the Board | ||
13/13 meetings | Executive Corporate Officer | |||
President of Corporate Planning and Control | ||||
Division and President of Procurement | ||||
Division | ||||
Apr. 2023 | Representative Member of the Board | |||
Executive Vice President & CFO, | ||||
President of Procurement Division (present) | ||||
Jun. 2023 | Director of Takano Co., Ltd. (non-executive) | |||
(present) |
[Important concurrent positions outside the Company] Director of Takano Co., Ltd. (non-executive)
Reason for election
Mr. Hidefumi Yoshimura has a wealth of experience in the management through his duties as Director of Planning and Control Department of Suspension Spring Division, President & CEO and Member of the Board of NHK of America Suspension Components Inc., President & CEO and Member of the Board of New Mather Metals, Inc., Director of the Human Resources Department, President of the Corporate Planning and Control Division, and President of the Procurement Division, and accordingly, we request his reelection as a Member of the Board.
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No. | Name | Career summary, position and areas of responsibility in the | Number of | |
Company's | ||||
(Date of birth) | Company and important concurrent positions | |||
shares owned | ||||
Shunsuke Sasaki | Apr. 1987 | Joined the Company | ||
(Male) | Apr. 2018 | Corporate Officer; | ||
(October 2, 1964) | Representative Member of the Board and | |||
(59 years old) | Executive Vice President of NHK | |||
International Corporation | ||||
Apr. 2019 | Corporate Officer | |||
Vice President of Suspension Spring Division | ||||
and Director of Planning and Control | ||||
Department | 5,336 | |||
Apr. 2022 | Senior Corporate Officer | |||
5 | Vice President of Suspension Spring Division | |||
and Director of Planning and Control | ||||
Department | ||||
[Reelection] | Apr. 2023 | Senior Corporate Officer, | ||
Attendance at Board of | President of Sales Division | |||
Jun. 2023 | Member of the Board | |||
Directors meetings | ||||
Senior Corporate Officer | ||||
10/10 meetings | President of Sales Division (present) | |||
Reason for election | ||||
Mr. Shunsuke Sasaki has many years of experience in Sales Division and deep insight into this field, as well as | ||||
a wealth of experience relating to management through his duties as Representative Member of the Board and | ||||
Executive Vice President of NHK International Corporation, and Director of Planning and Control Department, | ||||
Suspension Spring Division, and accordingly, we request his reelection as a Member of the Board. |
- 8 -
No. | Name | Career summary, position and areas of responsibility in the | Number of | ||
Company's | |||||
(Date of birth) | Company and important concurrent positions | ||||
shares owned | |||||
Keiichiro Sue | Apr. 1984 | Registered as Attorney at Law (a member of | |||
(Male) | Dai-Ichi Tokyo Bar Association) | ||||
(July 27, 1957) | Joined the Nobuo Takai Law Firm | ||||
(66 years old) | Jan. 1989 | Joined Matsuo & Kosugi | |||
Oct. 1995 | Registered as Attorney at Law in New York | ||||
State, USA | |||||
Jun. 2009 | Partner of Blakemore & Mitsuki (present) | ||||
Jun. 2014 | External Director of METAWATER Co., Ltd. | ||||
Jun. 2014 | Corporate Auditor (External) of the Company | None | |||
Jun. 2015 | Member of the Board (External) of the | ||||
Company (present) | |||||
6 | [Reelection] | ||||
[External] | |||||
[Independent] | |||||
Attendance at Board of | |||||
Directors meetings | |||||
13/13 meetings | |||||
Reason for election and expected role | |||||
Since being appointed as Member of the Board (External) in 2015, Dr. Keiichiro Sue has appropriately fulfilled | |||||
the role of overseeing the execution of business, as well as having a wealth of experience as an attorney at law. | |||||
He has never in the past been directly involved in the management of a company except as an external officer. | |||||
However, we judge that he can be expected to provide objective opinions on the operation of a business | |||||
enterprise, and contribute to strengthening the corporate governance of the Company, and accordingly, we | |||||
request his reelection as a Member of the Board (External). | |||||
Katsuko Tanaka | Apr. 1970 | Researcher, hygiene class, Okayama | |||
(Female) | University Medical School (Worked in the | ||||
(September 3, 1945) | local hospital.) | ||||
(78 years old) | Jul. 1970 | Medical license registration (No. 207731) | |||
May 1976 | Worked at Yokohama City Hall | ||||
May 1998 | Mayor, Sakae Ward, Yokohama City | ||||
Apr. 2000 | Director General, Social Welfare Bureau, | ||||
Yokohama City | |||||
Apr. 2004 | Director General, Civic Affairs Bureau, | None | |||
Yokohama City | |||||
Apr. 2006 | Trustee and Secretary General of Public | ||||
7 | University Corporation Yokohama City | ||||
[Reelection] | University | ||||
[External] | Apr. 2013 | Chairperson of Yokohama City University | |||
[Independent] | Jun. 2016 | Member of the Board (External) of the | |||
Attendance at Board of | Company (present) | ||||
Directors meetings | |||||
13/13 meetings | |||||
Reason for election and expected role | |||||
Since being appointed as Member of the Board (External) in 2016, Dr. Katsuko Tanaka has appropriately | |||||
fulfilled the role of overseeing the execution of business and she has extensive experience relating to | |||||
organizational management of public bodies. She has never in the past been directly involved in the | |||||
management of a company except as an external officer. However, we judge that she can be expected to | |||||
provide objective opinions on the operation of a business enterprise, and accordingly, we request her reelection | |||||
as a Member of the Board (External). |
- 9 -
No. | Name | Career summary, position and areas of responsibility in the | Number of | ||
Company's | |||||
(Date of birth) | Company and important concurrent positions | ||||
shares owned | |||||
Hiromi Tamakoshi | Oct. 1987 | Joined Chuo Audit Corporation | |||
(Female) | Apr. 1999 | Registered as Attorney at Law (Kanagawa | |||
(June 18, 1962) | |||||
Bar Association) | |||||
(61 years old) | |||||
Joined Ryoji Kimura Law Office | |||||
Apr. 2017 | Auditor of Yokohama City University | ||||
Jun. 2020 | Member of the Board (External) of the | ||||
Company (present) | |||||
Apr. 2021 | Established Yokohama Nagomi Law Office | ||||
(present) | None | ||||
8 | [Reelection] | ||||
[External] | |||||
[Independent] | |||||
Attendance at Board of | |||||
Directors meetings | |||||
13/13 meetings | |||||
Reason for election and expected role | |||||
Since being appointed as Member of the Board (External) in 2020, Ms. Hiromi Tamakoshi has appropriately | |||||
fulfilled the role of overseeing the execution of business, as well as having a wealth of experience as an | |||||
attorney at law. She has never in the past been directly involved in the management of a company except as an | |||||
external officer. However, we judge that she can be expected to provide objective opinions on the operation of | |||||
a business enterprise, and contribute to strengthening the corporate governance of the Company, and | |||||
accordingly, we request her reelection as a Member of the Board (External). | |||||
Apr. 1981 | Joined Nippon Univac Kaisha, Ltd. | ||||
Reiko Furukawa | (currently, BIPROGY Inc.) | ||||
Apr. 2005 | General Manager of Service Department, | ||||
(Female) | |||||
Mechanical Solutions Division, Nihon | |||||
(February 12, 1959) | |||||
Unisys Excelutions, Ltd. (currently, UEL | |||||
(65 years old) | |||||
Corporation) | |||||
Apr. 2007 | General Manager of Industry Development | ||||
Department | |||||
Apr. 2009 | Executive Officer | ||||
Apr. 2011 | General Manager of Outsourcing Planning | ||||
Department, MBK Outsourcing Center, | None | ||||
UNIADEX, Ltd | |||||
Apr. 2014 | General Manager of Quality Assurance | ||||
9 | Department | ||||
[New election] | Jul. 2017 | Full-time Audit & Supervisory Board | |||
[External] | Member of UNIADEX, Ltd | ||||
[Independent] | Jun. 2022 | Audit & Supervisory Board Member | |||
Attendance at Board of | (External) of the Company (present) | ||||
Director (Outsider) of Hanwa Co., Ltd. | |||||
Directors meetings | |||||
(present) | |||||
13/13 meetings | |||||
[Important concurrent positions outside the Company] | |||||
Director (Outsider) of Hanwa Co., Ltd. | |||||
Reason for election and expected role | |||||
Ms. Reiko Furukawa has extensive experience and deep insight into the management of business enterprises, | |||||
and since being appointed as Audit & Supervisory Board Member (External) of the Company in 2022, she has | |||||
appropriately performed audits and can be expected to provide objective opinions on the operation of a | |||||
business enterprise and advice on overall management of the Company based on her experience, and | |||||
accordingly, we request her appointment as a Member of the Board (External). |
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NHK Spring Co. Ltd. published this content on 31 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2024 02:50:01 UTC.