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. SHINKO ELECTRIC INDUSTRIES CO., LTD. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
Securities Code: 6967 June 5, 2024 (Start Date of Measures for Electronic Provision: May 31, 2024)
To our shareholders:
Susumu Kurashima
Representative Director of Board, President
SHINKO ELECTRIC INDUSTRIES CO., LTD.
80 Oshimada-machi,Nagano-shi, Nagano, Japan
Notice of the 89th Ordinary General Meeting of Shareholders
This notice is to inform you of the 89th Ordinary General Meeting of Shareholders of SHINKO ELECTRIC INDUSTRIES CO., LTD. (the "Company"), to be held as described below.
If you do not attend on the day, you may exercise your voting rights via the internet or in writing. Please review the Reference Documents for General Meeting of Shareholders, which are provided on the following pages, and exercise your voting rights by no later than Tuesday, June 25, 2024 at 5:15 p.m. (JST).
Regarding this General Meeting of Shareholders, we have sent to all shareholders the documents to be delivered to shareholders who have requested delivery of documents based on the provisions of laws and regulations and the Articles of Incorporation.
- Date and Time: Wednesday, June 26, 2024, at 10:00 a.m. (JST)
- Venue: Kurita Sogo Center of the Company
711 Kurita, Nagano-shi, Nagano, Japan
- Purposes of the Meeting: Matters to be reported:
- Business Report, Consolidated Financial Statements for the 89th Term (from April 1, 2023 to March 31, 2024), and audit results of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee.
- Non-consolidatedFinancial Statements for the 89th Term (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Election of Five Directors (excluding Directors who are Audit and Supervisory Committee Members)
Proposal No. 2: Election of Three Directors who are Audit and Supervisory Committee Members
- Matters Related to the Exercise of Voting Rights
- Please be advised that if you exercise your voting rights both via the internet and in writing, the content of the vote you made via the internet shall be handled as the valid vote.
- If you exercise your voting rights via the internet multiple times, the content of the final vote that you made shall be the valid vote. In addition, if you exercise your voting rights multiple times using a personal computer or smartphone, the content of the final vote that you made shall be the valid vote.
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5 Matters Regarding Measures for Electronic Provision
The Company has taken measures for electronic provision of materials for the General Meeting of Shareholders, following the provisions of laws and regulations and Article 17 of the Company's Articles of Incorporation. Matters regarding measures for electronic provision are as detailed below.
Company website: https://www.shinko.co.jp/ir/meeting/ (in Japanese only)
Tokyo Stock Exchange, Inc. website (Listed Company Search):
Please access the following URL, enter "SHINKO ELECTRIC INDUSTRIES" in "Issue name (company name)" or "6967" in "Code" and click "Search," then, "Basic information," and select "Documents for public inspection/PR information," "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting." https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)
- Pursuant to provisions of laws and regulations and Article 17 of the Articles of Incorporation, the following items have been posted online on each of the above websites (in Japanese only).
- Status of Accounting Auditor, and Systems for Ensuring Proper Business Activities and Operation Status of Such Systems of the Business Report
- Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements
- Statements of Changes in Equity and Notes to Non-consolidated Financial Statements
These items are included in the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee, and the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor.
- In the event of an amendment being made to the Electronic Provision Measures Matters, it will be posted online on each of the above websites (in Japanese only).
- When attending the meeting, please present the enclosed voting form at the reception desk.
- Please note that anyone other than a shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder) may not attend the meeting. (Caregivers may accompany shareholders with mental or physical disabilities.)
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Reference Documents for General Meeting of Shareholders
Proposal No. 1: Election of Five Directors (excluding Directors who are Audit and Supervisory Committee Members)
The terms of office of all five Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of five Directors (excluding Directors who are Audit and Supervisory Committee Members).
In deciding this proposal, it has been examined in advance by the Nomination and Remuneration Advisory Committee, in which a majority of members are Independent Outside Directors. This proposal has been also considered by the Audit and Supervisory Committee, but no objections were raised.
Candidates for election as Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows:
Candidate | Name | Title in the Company | |||||||
No. | |||||||||
1 | Masami Fujita | Representative Director of Board, Chairperson | |||||||
Reappointment | |||||||||
2 | Susumu Kurashima | Representative Director of Board, President | |||||||
Reappointment | |||||||||
3 | Akihiko Ito | Director of Board, and Executive Managing Corporate Officer | |||||||
Reappointment | |||||||||
4 | Takashi Ozawa | Director of Board, and Managing Corporate Officer | |||||||
Reappointment | |||||||||
Reappointment | |||||||||
5 | Jun Niimi | Outside Director of Board | |||||||
Outside | |||||||||
Independent | |||||||||
- 3 -
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |||
Company's shares | ||||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||||
owned | ||||||
Apr. 1980 | Joined Fujitsu Limited | |||||
Dec. 2001 | General Manager, Secretary's Office, Fujitsu | |||||
Limited | ||||||
June 2006 | Corporate Vice President, Fujitsu Limited | |||||
June 2009 | Corporate Senior Vice President, Fujitsu | |||||
Limited | ||||||
Apr. 2010 | Corporate Senior Executive Vice President, | |||||
Fujitsu Limited | ||||||
Masami Fujita | June 2010 | Corporate Senior Executive Vice President and | ||||
Director, Fujitsu Limited | ||||||
(September 22, 1956) | ||||||
June 2012 | Corporate Senior Executive Vice President and | |||||
Representative Director, Fujitsu Limited | ||||||
Reappointment | 16,183 shares | |||||
Apr. 2016 | President and Representative Director, Fujitsu | |||||
Rate of attendance at Meetings | Marketing Limited (currently Fujitsu Japan | |||||
Limited) | ||||||
of the Board of Directors | ||||||
June 2017 | External Board Director, Hazama Ando | |||||
17/17 | ||||||
Corporation (current position) | ||||||
Jan. 2019 | Executive Adviser, Fujitsu Marketing Limited | |||||
1 | (currently Fujitsu Japan Limited) | |||||
Apr. 2019 | Executive Vice President of the Company | |||||
June 2019 | Representative Director of Board, President | |||||
June 2021 | Representative Director of Board, Chairperson | |||||
(current position) | ||||||
Mar. 2023 | Outside Director, DIC Corporation (current | |||||
position) |
[Reasons for nomination as candidate]
Masami Fujita has been engaged in the operations of human resources division of Fujitsu Limited for many years. He has been in charge of human resources, general affairs, and legal affairs since his appointment as Corporate Executive Officer of Fujitsu Limited, and during that time he had been a driving force in promoting the establishment of internal management systems for the entire Fujitsu Group. In the role of Corporate Senior Executive Vice President and Representative Director of Fujitsu Limited and President and Representative Director of Fujitsu Marketing Limited (currently Fujitsu Japan Limited), he has accumulated extensive experience and broad insight in corporate management including corporate governance. At the Company, he oversaw the execution of the Company's operations as Representative Director of Board, President, and currently he serves as chairperson of the Company's Board of Directors as Representative Director of Board, Chairperson. He manages the Company's general management from a perspective of further strengthening corporate governance, and also serves as a member of the Nomination and Remuneration Advisory Committee. The Company judges that he will continue to appropriately make decisions related to important management matters and supervise the execution of operations, for which reason it proposes his election.
- 4 -
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |||
Company's shares | ||||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||||
owned | ||||||
Apr. 1986 | Joined the Company | |||||
Dec. 2005 | Senior Manager of Manufacturing Department | |||||
II of Component Division | ||||||
June 2006 | Director of Stamping Department of Leadframe | |||||
Division | ||||||
Susumu Kurashima | June 2011 | Senior Director of Leadframe Division | ||||
(December 3, 1963) | Dec. 2012 | Corporate Officer | ||||
General Manager of Leadframe Division | ||||||
Reappointment | June 2015 | General Manager of Marketing & Sales | 18,183 shares | |||
Rate of attendance at Meetings | Division | |||||
June 2016 | Senior Corporate Officer | |||||
of the Board of Directors | Apr. 2018 | General Manager of Leadframe Division | ||||
17/17 | Feb. 2019 | Managing Corporate Officer | ||||
2 | Aug. 2019 | President and Director of SHINKO | ||||
ELECTRONICS (MALAYSIA) SDN. BHD. | ||||||
Apr. 2021 | Executive Vice President of the Company | |||||
June 2021 | Representative Director of Board, President | |||||
(current position) | ||||||
[Reasons for nomination as candidate] | ||||||
Susumu Kurashima has been engaged in the operation of the component business and leadframe business of the | ||||||
Company for many years, and has accumulated extensive experience and achievements in operations of manufacturing | ||||||
divisions, including supervision of manufacturing departments, technology development and management of overseas | ||||||
subsidiaries, etc. Having served as supervising manager of the Marketing and Sales Division and Equipment | ||||||
Engineering Division, he is highly knowledgeable about the Company business and its customers, and has broad insight | ||||||
into matters such as trends and technologies in the fields where the Company operates. In his current role as | ||||||
Representative Director of Board, President, he manages the Company's general management and oversees the | ||||||
execution of Company's operations. The Company judges that he will continue to appropriately make decisions related | ||||||
to important management matters and supervise the execution of operations, for which reason it proposes his election. |
- 5 -
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |||
Company's shares | ||||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||||
owned | ||||||
Apr. 1982 | Joined the Company | |||||
June 1999 | Senior Manager of Accounting Department | |||||
Dec. 2000 | Senior Manager of Business Planning | |||||
Department, Leadframe Division | ||||||
July 2004 | Director of Business Planning & | |||||
Administration Department, Component | ||||||
Division | ||||||
June 2006 | Director of Business Planning & | |||||
Akihiko Ito | Administration Department, Plastic Laminated | |||||
(February 13, 1960) | Package Division | |||||
Dec. 2006 | Senior Director of Plastic Laminated Package | |||||
Reappointment | Division I | 9,077 shares | ||||
Rate of attendance at Meetings | June 2009 | Deputy General Manager of Plastic Laminated | ||||
Package Division, Product Unit I | ||||||
of the Board of Directors | Dec. 2012 | Corporate Officer | ||||
17/17 | Vice General Manager of Plastic Laminated | |||||
3 | Package Division and Senior Director of | |||||
Accounting & Finance Division | ||||||
June 2018 | Director of Board, Standing Audit and | |||||
Supervisory Committee Member | ||||||
June 2023 | Director of Board, and Executive Managing | |||||
Corporate Officer (current position) | ||||||
Apr. 2024 | General Manager of Procurement Division | |||||
(current position) |
[Reasons for nomination as candidate]
Akihiko Ito has been engaged in the operations of the accounting & finance division and several manufacturing divisions, including the plastic laminated package business of the Company for many years. He has accumulated extensive experience and achievements in corporate management and planning and operations of several manufacturing divisions, etc. Also, he has accumulated extensive experience in supervising the execution of overall operations, including serving as a Director of Board who is a Standing Audit and Supervisory Committee Member. In his current role as corporate officer in charge of the Legal, Compliance & IP Division and Accounting & Finance Division, and General Manager of Procurement Division, he takes responsibility for the execution of operations related to each Division, and is also involved in the management of the Company as a Director of Board. The Company judges that he will continue to appropriately make decisions related to important management matters and supervise the execution of operations, for which reason it proposes his election.
Takashi Ozawa | Apr. 1984 | Joined Fujitsu Limited | ||||
June 2002 | Joined the Company | |||||
(November 27, 1961) | ||||||
June 2013 | Vice General Manager of IC Assembly Division | |||||
Dec. 2013 | Corporate Officer | |||||
Reappointment | 18,962 shares | |||||
General Manager of IC Assembly Division | ||||||
Rate of attendance at Meetings | (current position) | |||||
June 2016 | Senior Corporate Officer | |||||
of the Board of Directors | ||||||
June 2017 | Director of Board, and Managing Corporate | |||||
4 | 17/17 | |||||
Officer (current position) | ||||||
[Reasons for nomination as candidate] | ||||||
Takashi Ozawa has been engaged in the IC assembly business at the Company for many years, and has accumulated | ||||||
extensive experience and achievements in technology development and operations of manufacturing division, etc. In his | ||||||
current role as corporate officer in charge of Equipment Engineering Division, Environmental Management Division | ||||||
and Research & Development Division, and General Manager of IC Assembly Division, he takes responsibility for the | ||||||
execution of operations related to each Division, and is also involved in the management of the Company as a Director | ||||||
of Board. The Company judges that he will continue to appropriately make decisions related to important management | ||||||
matters and supervise the execution of operations, for which reason it proposes his election. |
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Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |||||||
Company's shares | ||||||||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||||||||
owned | ||||||||||
Apr. 1979 | Joined the Ministry of Foreign Affairs | |||||||||
Apr. 2003 | Minister, the Embassy of Japan in the Russian | |||||||||
Federation | ||||||||||
July 2006 | Minister, the Embassy of Japan in the Kingdom | |||||||||
of Thailand | ||||||||||
July 2008 | Deputy Director-General, the Ministry of | |||||||||
Jun Niimi | Economy, Trade and Industry | |||||||||
(January 27, 1956) | Aug. 2010 | Deputy Assistant Minister, the Ministry of | ||||||||
Foreign Affairs | ||||||||||
Reappointment | Sept. 2011 | Consul General of Japan in Los Angeles | ||||||||
Outside | July 2014 | General Manager, International Division of | 0 shares | |||||||
Independent | Secretariat, the House of Representatives | |||||||||
Rate of attendance at Meetings | Nov. 2017 | Ambassador Extraordinary and Plenipotentiary | ||||||||
to the Portuguese Republic (until Dec. 2019) | ||||||||||
5 | of the Board of Directors | Apr. 2020 | Professor, School of Global Studies, Tama | |||||||
17/17 | University (current position) | |||||||||
June 2020 | Outside Director of Board of the Company | |||||||||
(current position) | ||||||||||
Apr. 2022 | Dean, School of Global Studies, Tama | |||||||||
University (current position) | ||||||||||
Apr. 2024 | Vice President, Tama University (current | |||||||||
position) | ||||||||||
[Reasons for nomination as candidate and summary of expected role] | ||||||||||
Jun Niimi has expertise and a wealth of experience in international affairs following an extensive career at the Ministry | ||||||||||
of Foreign Affairs, and from his involvement in areas including international trade policy at the Ministry of Economy, | ||||||||||
Trade and Industry. Also, he is serving as a university professor, where he employs his deep insight. At the Company, he | ||||||||||
is currently an Outside Director of Board and Chairperson of the Nomination and Remuneration Advisory Committee | ||||||||||
and the Special Committee. The Company proposes his election expecting that he will continue to put his knowledge to | ||||||||||
use in making decisions related to important management matters and supervising the execution of operations from an | ||||||||||
independent, objective position as an Outside Director. | ||||||||||
Notes: 1. | Jun Niimi is a candidate for Outside Director. He is currently an Outside Director of the Company, and at the conclusion | |||||||||
of this meeting his tenure will have been four years. |
- Although Jun Niimi has not been involved in the past in the corporate management by a method other than serving as an Outside Director, the Company judges that he is capable of properly executing the duties as an Outside Director for the reasons stated above.
- The Company has entered into an agreement with Jun Niimi to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations. If his election is approved and adopted, the Company plans to renew the aforementioned agreement with him.
- The Company has concluded a Directors' & Officers' liability insurance contract with an insurance company. This insurance indemnifies the insured against damage compensation, legal costs, etc. arising from claims for damages caused by an act (including nonfeasance) of the insured including Directors of the Company performed as a director, etc. The candidates will be insured by the contract. The Company plans to renew the insurance contract with such terms and conditions at the time of the next renewal of the contract.
- The Company has submitted notification to Tokyo Stock Exchange, Inc. that Jun Niimi has been designated as an Independent Director prescribed by the aforementioned exchange.
- The Company has a permanent Special Committee, established based on the Corporate Governance Code published by Tokyo Stock Exchange, Inc. comprised entirely of Independent Outside Directors.
- 7 -
Proposal No. 2: Election of Three Directors who are Audit and Supervisory Committee Members
The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at the conclusion of this meeting. Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee Members.
In deciding this proposal, it has been examined in advance by the Nomination and Remuneration Advisory Committee, in which a majority of members are Independent Outside Directors. This proposal has also already obtained the consent of the Audit and Supervisory Committee.
Candidates for election as Directors who are Audit and Supervisory Committee Members are as follows:
Candidate | Name | Title in the Company | |||||||||
No. | |||||||||||
1 | Toshiyasu Hirabayashi | Senior Corporate Officer | |||||||||
New appointment | |||||||||||
Outside Director of Board, Audit and Supervisory Committee | Reappointment | ||||||||||
2 | Namiko Araki | Outside | |||||||||
Member | |||||||||||
Independent | |||||||||||
Outside Director of Board, Audit and Supervisory Committee | Reappointment | ||||||||||
3 | Kunikazu Kobayashi | Outside | |||||||||
Member | |||||||||||
Independent | |||||||||||
- 8 -
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |||||||||
Company's shares | ||||||||||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||||||||||
owned | ||||||||||||
Jan. 1990 | Joined the Company | |||||||||||
July 2004 | Senior Manager of Accounting Department | |||||||||||
Toshiyasu Hirabayashi | June 2006 | Senior Director of Accounting & Finance | ||||||||||
(May 3, 1960) | Division | |||||||||||
Dec. 2007 | Senior Director of Accounting & Finance | |||||||||||
New appointment | Division and Director of Business Planning & | |||||||||||
Administration Department, Plastic Laminated | ||||||||||||
Rate of attendance at Meetings | Package Division II | 3,300 shares | ||||||||||
of the Board of Directors | June 2011 | Deputy General Manager of Accounting & | ||||||||||
- | Finance Division | |||||||||||
1 | Rate of attendance at Meetings | June 2013 | Corporate Officer | |||||||||
of the Audit and Supervisory | Vice General Manager of Accounting & | |||||||||||
Committee | Finance Division | |||||||||||
- | June 2017 | General Manager of Accounting & Finance | ||||||||||
Division (current position) | ||||||||||||
Feb. 2019 | Senior Corporate Officer (current position) | |||||||||||
[Reasons for nomination as candidate] | ||||||||||||
Toshiyasu Hirabayashi has been engaged in the operations of the accounting & finance division of the Company for | ||||||||||||
many years. He has accumulated extensive experience and achievements in finance and accounting, and has experience | ||||||||||||
and achievements in the planning and operations of manufacturing division. The Company judges that he will | ||||||||||||
appropriately make decisions related to important management matters and audit and supervise the execution of | ||||||||||||
operations as a Director who is an Audit and Supervisory Committee Member, for which reason it proposes his election. | ||||||||||||
Namiko Araki | Apr. 2009 | Joined NIFTY Corporation | ||||||||||
(August 7, 1974) | June 2009 | Registered as an attorney at law (Dai-Ichi | ||||||||||
Tokyo Bar Association) | ||||||||||||
Reappointment | Dec. 2011 | Joined Murashima • Hozumi Law Office | ||||||||||
Outside | (current position) | |||||||||||
Independent | June 2017 | Head of Legal Affairs Group, Human | ||||||||||
Rate of attendance at Meetings | Resources & General Affairs Division, NIFTY | 0 shares | ||||||||||
Corporation (until Aug. 2017) | ||||||||||||
of the Board of Directors | June 2018 | Outside Director of Board, Audit and | ||||||||||
17/17 | Supervisory Committee Member of the | |||||||||||
2 | Rate of attendance at Meetings | Company (current position) | ||||||||||
of the Audit and Supervisory | ||||||||||||
Committee | ||||||||||||
9/9 | ||||||||||||
[Reasons for nomination as candidate and summary of expected role] | ||||||||||||
Namiko Araki has expertise and a wealth of experience as an attorney at law. At the Company, she is currently an | ||||||||||||
Outside Director of Board, Audit and Supervisory Committee Member, and a member of the Nomination and | ||||||||||||
Remuneration Advisory Committee and the Special Committee. The Company proposes her election expecting that she | ||||||||||||
will continue to put her knowledge to use in making decisions related to important management matters and auditing | ||||||||||||
and supervising the execution of operations from an independent, objective position as an Outside Director who is an | ||||||||||||
Audit and Supervisory Committee Member. |
- 9 -
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |||||||
Company's shares | ||||||||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||||||||
owned | ||||||||||
Oct. 1973 | Joined Tokyo Office of Coopers & Lybrand | |||||||||
(currently PricewaterhouseCoopers) | ||||||||||
Sept. 1977 | Registered as certified public accountant | |||||||||
Aug. 1981 | Established Kobayashi Accounting Office | |||||||||
Dec. 1981 | Registered as certified tax accountant | |||||||||
Oct. 1989 | Joined Asahi Shinwa & Co. (currently KPMG | |||||||||
Kunikazu Kobayashi | AZSA LLC) | |||||||||
(March 29, 1950) | Aug. 1995 | Representative Partner, Asahi Audit | ||||||||
Corporation (currently KPMG AZSA LLC) | ||||||||||
Reappointment | May 1997 | Head of Nagano Office, Asahi Audit | ||||||||
Outside | Corporation | |||||||||
Independent | Jan. 2003 | Representative Partner, ASAHI Tax | ||||||||
Rate of attendance at Meetings | Corporation | 0 shares | ||||||||
Jan. 2012 | Representative Partner and Chairman, Agata | |||||||||
of the Board of Directors | Global Tax Corporation | |||||||||
17/17 | Representative Director, Agata Global | |||||||||
3 | Rate of attendance at Meetings | Consulting Co., Ltd. | ||||||||
of the Audit and Supervisory | June 2017 | External Director, Daidoh Limited | ||||||||
Committee | Feb. 2019 | Representative Partner, Chairman and Director, | ||||||||
9/9 | ||||||||||
Agata Global Tax Corporation | ||||||||||
Director, Agata Global Consulting Co., Ltd. | ||||||||||
Apr. 2020 | Senior Executive Advisor, Agata Global Tax | |||||||||
Corporation (current position) | ||||||||||
June 2020 | Outside Director of Board, Audit and | |||||||||
Supervisory Committee Member of the | ||||||||||
Company (current position) |
[Reasons for nomination as candidate and summary of expected role]
Kunikazu Kobayashi has expertise and a wealth of experience as a certified public accountant and tax accountant. Also, he has been engaged in corporate management of tax accountancy corporations, a consulting corporation, etc. for many years. At the Company, he is currently an Outside Director of Board, Audit and Supervisory Committee Member, and a member of the Nomination and Remuneration Advisory Committee and the Special Committee. The Company proposes his election expecting that he will continue to put his knowledge to use in making decisions related to important management matters and auditing and supervising the execution of operations from an independent, objective position as an Outside Director who is an Audit and Supervisory Committee Member.
Notes: 1. Namiko Araki and Kunikazu Kobayashi are candidates for Outside Directors.
- Namiko Araki and Kunikazu Kobayashi are currently Outside Directors of the Company who are Audit and Supervisory Committee Members, and at the conclusion of this meeting, their tenure will have been six years and four years, respectively.
- Although Namiko Araki has not been involved in the past in the corporate management by a method other than serving as an Outside Director, the Company judges that she is capable of properly executing the duties as an Outside Director for the reasons stated above.
- The Company has entered into an agreement with Namiko Araki and Kunikazu Kobayashi to limit their liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations. If their election is approved and adopted, the Company plans to renew the aforementioned agreement with each one of them. If the election of Toshiyasu Hirabayashi is approved and adopted, the Company plans to enter into the same limited liability agreement with him.
- The Company has concluded a Directors' & Officers' liability insurance contract with an insurance company. This insurance indemnifies the insured against damage compensation, legal costs, etc. arising from claims for damages caused by an act (including nonfeasance) of the insured including Directors of the Company performed as a director, etc. The candidates will be insured by the contract. The Company plans to renew the insurance contract with such terms and conditions at the time of the next renewal of the contract.
- The Company has submitted notification to Tokyo Stock Exchange, Inc. that Namiko Araki and Kunikazu Kobayashi have been designated as Independent Directors prescribed by the aforementioned exchange.
- If the election of Toshiyasu Hirabayashi, Namiko Araki and Kunikazu Kobayashi is approved and adopted, they are planned to be appointed as Audit and Supervisory Committee Members to perform duties prescribed in Article 399-3, paragraph 1 and paragraph 2 of the Companies Act by the Audit and Supervisory Committee.
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Shinko Electric Industries Co. Ltd. published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 15:09:49 UTC.