To Whom It May Concern, | August 19, 2022 |
Corporate Name: | TechnoPro Holdings, Inc. |
(Code: 6028, TSE Prime Market) | |
Representative: | Takeshi Yagi, President, Representative Director & CEO |
Contact: | Toshihiro Hagiwara, Managing Director & CFO |
(Tel. 03-6385-7998) |
Notice Regarding Partial Amendment to Articles of Incorporation
and Management Appointments
On August 19, 2022, the TechnoPro Holdings, Inc. Board of Directors has resolved to propose the partial amendment to the Articles of Incorporation at its 17th annual general meeting of shareholders scheduled on September 29, 2022, as described below. As previously stated in the "Notice Regarding Transition to Company with Audit & Supervisory Committee" disclosed on June 30, 2022, the Company announced it will make a transition from a company with an Audit & Supervisory Board (the statutory auditor system) to a company with an Audit & Supervisory Committee.
Subject to the approval of the amendment to the Articles of Incorporation at the general meeting of shareholders mentioned above, the Company has also determined to propose candidates for its directors and a substitute director after the transition to a company with an Audit & Supervisory Committee at the general meeting of shareholders.
1. Partial Amendment to the Articles of Incorporation,
- Reason for the Amendment
-
The Company intends to make a transition to a company with an Audit & Supervisory Committee in order to achieve sustainable growth and increase corporate value by further enhancing its corporate governance, including the realization of highly transparent management based on further strengthening of the audit and supervisory functions of the Board of Directors and the establishment of a system that enables faster management decision-making and execution under the appropriate supervision of the Board of Directors.
Accordingly, the Company proposes to make necessary changes for the transition to a company with an Audit & Supervisory Committee, such as the establishment of provisions regarding directors who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee, and the deletion of provisions regarding Audit & Supervisory Board Members and the Audit & Supervisory Board. - The amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019)will be enforced on September 1, 2022, and the system for electronic provision of materials for general meetings of shareholders will be introduced. Accordingly, the Company proposes (a) to establish provisions regarding measures for providing information electronically and provisions to limit the scope of reference documents, etc. to be delivered in paper form to shareholders who have requested them, (b) to delete provisions related to internet disclosure and deemed delivery of reference documents for general meetings of shareholders, etc., and (c) to establish transitional measures.
- Other necessary revisions and adjustments are made to the wording and phrases in the Articles of Incorporation.
-
The Company intends to make a transition to a company with an Audit & Supervisory Committee in order to achieve sustainable growth and increase corporate value by further enhancing its corporate governance, including the realization of highly transparent management based on further strengthening of the audit and supervisory functions of the Board of Directors and the establishment of a system that enables faster management decision-making and execution under the appropriate supervision of the Board of Directors.
- Details
The details of the amendments are as per the attachment.
These amendments to the Articles of Incorporation will come into effect at the conclusion of the general meeting of shareholders mentioned above.
(3) Schedule
Date of Annual General Meeting of Shareholders: September 29, 2022 (tentative)
Effective date: September 29, 2022 (tentative)
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2. Management Appointments (Candidates for Directors and a Substitute Director after the Transition to a Company with an Audit & Supervisory Committee, and Retirement of Audit & Supervisory Board Members)
- Candidates for Directors (excluding those who are Audit & Supervisory Committee Members)
Name | Title | ||
Yasuji Nishio | Current | Director and Chairman | |
New | Ditto | ||
Takeshi Yagi | Current | President, Representative Director and CEO | |
New | Ditto | ||
Gaku Shimaoka | Current | Vice President, Representative Director and COO | |
New | Ditto | ||
Koichiro Asai | Current | Senior Managing Director | |
New | Ditto | ||
Toshihiro Hagiwara | Current | Managing Director and CFO | |
New | Ditto | ||
Tsunehiro Watabe | Current | Outside Director | |
New | Ditto | ||
Kazuhiko Yamada | Current | Outside Director | |
New | Ditto | ||
Harumi Sakamoto | Current | Outside Director | |
New | Ditto | ||
Shoko Takase | Current | Outside Director | |
New | Ditto | ||
(2) Candidates for Directors who are Audit & Supervisory Committee Members | |||
Name | Title | ||
Hitoshi Madarame | Current | Full-time Audit & Supervisory Board Member | |
New | Director (Full-time Audit & Supervisory Committee Member) | ||
Mitsutoshi Takao | Current | Outside Audit & Supervisory Board Member | |
New | Outside Director (Audit & Supervisory Committee Member) | ||
Rumiko Tanabe | Current | Outside Audit & Supervisory Board Member | |
New | Outside Director (Audit & Supervisory Committee Member) | ||
(3) Candidate for a Substitute Director who is an Audit & Supervisory Committee Member | |||
Name | Title | ||
Yoshio Kitaarai | Current | Substitute Audit & Supervisory Board Member | |
New | Substitute Outside Director (Audit & Supervisory Committee Member) | ||
(4) Audit & Supervisory Board Members to retire | |||
Name | Title | ||
Hitoshi Madarame | Current | Full-time Audit & Supervisory Board Member | |
New | Director (Full-time Audit & Supervisory Committee Member) | ||
Mitsutoshi Takao | Current | Outside Audit & Supervisory Board Member | |
New | Outside Director (Audit & Supervisory Committee Member) | ||
Akira Mikami | Current | Outside Audit & Supervisory Board Member | |
New | - | ||
Rumiko Tanabe | Current | Outside Audit & Supervisory Board Member | |
New | Outside Director (Audit & Supervisory Committee Member) | ||
Note on translation
This document is provided for informational purposes only. If there are any discrepancies between this and the original, the original Japanese document prevails.
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(Attachment)
(Underlined parts are amended) | |
Current Articles of Incorporation | Proposed Amendments |
Article 4. (Organs) | Article 4. (Organs) |
The Company shall have the following organs in addition | The Company shall have the following organs in addition |
to General Meetings of Shareholders and Directors. | to General Meetings of Shareholders and Directors. |
(1) Board of Directors | (1) Board of Directors |
(2) Audit & Supervisory Board Members | (Deleted) |
(3) Audit & Supervisory Board | (Deleted) |
(Newly established) | (2) Audit & Supervisory Committee |
(4) Accounting Auditor | (3) Accounting Auditor |
Article 14. (Internet Disclosure and Deemed Provision of | (Deleted) |
Reference Documents for General Meeting of | |
Shareholders, etc.) | |
The Company may, when convening a General Meeting | |
of Shareholders, by disclosing the information related to | |
the matters to be stated or displayed in reference | |
documents for General Meeting of Shareholders, | |
business reports, financial statements and consolidated | |
financial statements through the Internet pursuant to the | |
provisions of the applicable Ordinance of the Ministry of | |
Justice, deem that it has provided the same to the | |
shareholders | |
(Newly established) | Article 14. (Measures, etc. for Providing Information in |
Electronic Format) | |
1. When the Company convenes a general meeting of | |
shareholders, it shall take measures for providing | |
information that constitutes the content of reference | |
documents for the general meeting of shareholders, | |
etc. in electronic format. | |
2. Among items for which the measures for providing | |
information in electronic format will be taken, the | |
Company may exclude all or some of those items | |
designated by the Ordinance of the Ministry of Justice | |
from being stated in the paper-based documents to be | |
delivered to shareholders who have requested the | |
delivery of paper-based documents by the record date | |
for voting rights. | |
Article 18. (Number of Directors) | Article 18. (Number of Directors) |
The Company shall have not less than three (3) butnot | 1. The Company shall have not more than fifteen (15) |
more than twenty (20)Directors. | Directors (excluding those who are Audit & Supervisory |
Committee Members). | |
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Current Articles of Incorporation | Proposed Amendments |
(Newly established) | 2. The Company shall have not more than five (5) |
Directors who are Audit & Supervisory Committee | |
Members. | |
Article 19. (Election of Directors) | Article 19. (Election of Directors) |
1. Directors of the Company shall be elected by resolution | 1. Directors of the Company shall be elected by resolution |
adopted by a majority of the voting rights of the | adopted by a majority of the voting rights of the |
shareholders present at a General Meeting of | shareholders present at a General Meeting of |
Shareholders where the shareholders holding one third | Shareholders where the shareholders holding one third |
(1/3) or more of the voting rights of the shareholders | (1/3) or more of the voting rights of the shareholders |
who are entitled to exercise their voting rights are | who are entitled to exercise their voting rights are |
present. | present. |
(Newly established) | 2. The appointment of Directors pursuant to the |
provisions of the preceding paragraph shall be made | |
by distinguishing between Directors who are Audit & | |
Supervisory Committee Members and other Directors. | |
2.Cumulative voting shall not be used to elect Directors | 3.Cumulative voting shall not be used to elect Directors |
of the Company. | of the Company. |
Article 20. (Substitute Directors) | Article 20. (Substitute Directors) |
1. The Company may elect substitute Directors | 1. The Company may elect substitute Directors who are |
prescribed in Article 329(3) of the Companies Act. | Audit & Supervisory Committee Members and other |
Directorsprescribed in Article 329(3) of the Companies | |
Act. | |
(Newly established) | 2. The effective term of the resolution pertaining to the |
election of substitute Directors who are Audit & | |
Supervisory Committee Members in the preceding | |
paragraph shall expire at the commencement of the | |
Annual General Meeting of Shareholders for the last | |
business year which ends within two (2) years after | |
such resolution. | |
2. The effective term of the resolution pertaining to the | 3. The effective term of the resolution pertaining to the |
election of substitute Directors in the preceding | election of substitute Directors (excluding those who |
paragraphshall expire at the commencement of the | are Audit & Supervisory Committee Members)in |
first Annual General Meeting of Shareholders to be | Paragraph 1shall expire at the commencement of the |
held after such resolution; provided, however, that this | first Annual General Meeting of Shareholders to be |
shall not preclude shortening the term by resolution of | held after such resolution; provided, however, that this |
a General Meeting of Shareholders. | shall not preclude shortening the term by resolution of |
a General Meeting of Shareholders. | |
3. The provisions of Article 19.1 shall apply mutatis | 4. The provisions of Article 19.1 shall apply mutatis |
mutandis to the quorum for a resolution for electing | mutandis to the quorum for a resolution for electing |
substitute Directors. | substitute Directors. |
Article 21. (Terms of Office of Directors) | Article 21. (Terms of Office of Directors) |
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Current Articles of Incorporation | Proposed Amendments |
1. Terms of office of Directors shall expire at the | 1. The term of office of Directors (excluding those who are |
conclusion of the Annual General Meeting of | Audit & Supervisory Committee Members)shall expire |
Shareholders for the last business year which ends | at the conclusion of the Annual General Meeting of |
within one (1) year from the time of their election. | Shareholders for the last business year which ends |
within one (1) year from the time of their election. | |
2. The term of office of a Director who is elected to fill a | (Deleted) |
vacancy or to increase the number of Directors shall | |
expire when the term of office of Directors incumbent | |
at the time of his/her election expire. | |
(Newly established) | 2. Terms of office of Directors who are Audit & |
Supervisory Committee Members shall expire at the | |
conclusion of the Annual General Meeting of | |
Shareholders for the last business year which ends | |
within two (2) years from the time of their election. | |
(Newly established) | 3. The term of office of a Director who is an Audit & |
Supervisory Committee Member who is elected to fill a | |
vacancy of a Director who is an Audit & Supervisory | |
Committee Member who retired before expiry of the | |
term of office, shall expire when the term of office of the | |
retired Director who is an Audit & Supervisory | |
Committee Member expires. | |
Article 22. (Representative Directors, etc.) | Article 22. (Representative Directors, etc.) |
1. One or more Representative Directors shall be | 1. One or more Representative Directors shall be |
appointed by resolution of the Board of Directors. | appointed from among the Directors (excluding those |
who are Audit & Supervisory Committee Members)by | |
resolution of the Board of Directors. | |
2. The Board of Directors may, by its resolution, appoint | 2. The Board of Directors may, by its resolution, appoint |
Directors as Chairman of the Board, President, Senior | Directors (excluding those who are Audit & Supervisory |
Managing Director, Managing Director, CEO, COO, | Committee Members)as Chairman of the Board, |
CFO or other titles. | President, Senior Managing Director, Managing |
Director, CEO, COO, CFO or other titles. | |
Article 23. (Board of Directors) | Article 23. (Board of Directors) |
1. A meeting of the Board of Directors shall, unless | 1. A meeting of the Board of Directors shall, unless |
otherwise provided for by laws and regulations, be | otherwise provided for by laws and regulations, be |
convened and chaired by a Director predetermined by | convened and chaired by a Director predetermined by |
the Board of Directors; provided, however, that in cases | the Board of Directors; provided, however, that in cases |
where the Director is unable to so act or there is a | where the Director is unable to so act or there is a |
vacancy in the office, one of other Directors in the order | vacancy in the office, one of other Directors in the order |
predetermined by the Board of Directors shall convene | predetermined by the Board of Directors shall convene |
and chair the meeting of the Board of Directors. | and chair the meeting of the Board of Directors. |
2. Notice of a meeting of the Board of Directors shall be | 2. Notice of a meeting of the Board of Directors shall be |
dispatched to each Director and each Audit & | dispatched to each Director at least three (3) days prior |
Supervisory Board Memberat least three (3) days prior | to the date of the meeting; provided, however, that in |
to the date of the meeting; provided, however, that in | case of emergency, such period of notice may be |
case of emergency, such period of notice may be | shortened. |
shortened. | |
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TechnoPro Holdings Inc. published this content on 19 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 August 2022 07:43:14 UTC.