This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities Code: 8129) (Dispatch date) June 5, 2024 (Commencement date of measures for electronic provision) May 31, 2024
To Shareholders with Voting Rights:
Atsushi Udoh
Representative Director, CEO
TOHO HOLDINGS CO., LTD.
5-2-1, Daizawa, Setagaya-ku,
Tokyo, Japan
NOTICE OF
THE 76TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Please be informed that the 76th Annual General Meeting of Shareholders of TOHO HOLDINGS CO., LTD. (the "Company") will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (Matters to be Provided Electronically) is provided electronically and posted on the Company's website on the Internet, so please access the following website and check the information.
The Company's website https://ir.tohohd.co.jp/en/stock/meeting.html
Matters to be Provided Electronically are also posted on the website of the Tokyo Stock Exchange (TSE). Please access the following TSE website (TSE Listed Company Information Service), enter "TOHO HOLDINGS" in "Issue Name (Company Name)" or the Company's securities code "8129" (half-width) in "Code," select "Basic Information" and then "Documents for Public Inspection/PR Information," and check "Notice of General Shareholders Meeting/ Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" section.
TSE website (TSE Listed Company Information Service) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Wednesday, June 26, 2024, which is the deadline for exercising your voting rights.
・When you attend the meeting, please kindly submit this Notice of Convocation together with the enclosed Voting Rights Exercise Form at the reception desk.
・If any of the matters subject to measures for electronic provision is modified, we will put that effect as well as matters before and after the modification on the Company's and the TSE's websites on the Internet as mentioned above.
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1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan time
2. Place: | Sixth floor large conference room in the head office of the Company, located at |
5-2-1, Daizawa, Setagaya-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
76th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 76th Fiscal Year (April 1, 2023 - March 31, 2024)
Election of six (6) Directors (excluding those who are Audit and Supervisory Committee Members)
Election of three (3) Directors who are Audit and Supervisory Committee Members
Revision of the details of compensation to give restricted stock to the Company's Directors (excluding those who are Audit and Supervisory Committee Members) in accordance with the revision of the restricted stock compensation system
4. Decisions concerning the Convocation of the Meeting (Information regarding Exercise of Voting Rights)
- The following matters of those subject to measures for electronic provision are not stated in documents delivered to shareholders, in accordance with laws and regulations as well as the Company's Articles of Incorporation.
- The "System to Ensure Proper Execution of Business and Status of Operation of the System"
in the Business Report
2)"Consolidated Statements of Changes in Shareholders'Equity"and"Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
3)"Statement of Changes in Shareholders'Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
Accordingly, documents delivered to shareholders are some of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in drawing up the Audit Report and the Accounting Audit Report.
- If no indication of approval or disapproval is made on the Voting Rights Exercise Form for a proposal, it will be treated as an indication of approval.
- If you exercise your voting rights, both in writing and via the Internet, etc., the exercise via the Internet, etc., will be considered to be the valid exercise of voting rights. In the case that multiple votes are received via the Internet, etc., the last vote shall be deemed valid.
- If you exercise your voting rights by proxy, the proxy must be another shareholder holding voting rights. You can designate only one proxy.
The End
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Information about the exercise of voting rights
Attendance at the General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form with you and submit it to the reception desk.
Exercise of voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by postal mail so that it reaches our shareholder register administrator by no later than 5:00 p.m. on Wednesday, June 26, 2024, Japan time.
Exercise of voting rights via the Internet, etc.
Please enter your vote for or against the proposals following the instructions below. Please also input it by no later than 5:00 p.m. on Wednesday, June 26, 2024, Japan time.
Guide to Exercising Voting Rights via the Internet, etc.
By scanning the QR Code "Smart Exercise"
You can log in to the website for exercise of voting rights without entering the voting rights exercise code or password.
- Please scan the QR Code printed on the bottom right of the Voting Rights Exercise Form. (Note) "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
- After that, please follow the instructions on the screen and indicate your approval or disapproval.
The exercise of voting right by "Smart Exercise" is available only once.
If you wish to change your vote after exercising your voting rights, please access the PC website shown on the right, and then log in by entering the "voting rights exercise code" and "password" indicated on the Voting Rights Exercise Form to exercise your voting right again.
(Note) If you scan the QR code with your smartphone for the second and subsequent times, you will be transferred to the PC website.
By entering the voting rights exercise code and password
Voting Rights Exercise Website: https://www.web54.net
- Please access to the Voting Rights Exercise Website.
- Please enter the "voting rights exercise code" indicated on the Voting Rights Exercise Form.
- Please enter the "password" indicated on the Voting Rights Exercise Form.
- After that, please follow the instructions on the screen and indicate your approval or disapproval.
If you have any questions on how to exercise your voting rights via the Internet using a personal computer, smartphone, or mobile phone, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited Telephone: 0120-652-031 (Operating hours: 9:00 a.m. to 9:00 p.m.)
(Note) Institutional investors can use the Electronic Voting System Platform for institutional investors operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposal 1: Election of six (6) Directors (excluding those who are Audit and Supervisory Committee Members)
The term of office of all the incumbent Directors (6 persons) (excluding those who are Audit and Supervisory Committee Members) will expire upon the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of six (6) Directors (excluding those who are Audit and Supervisory Committee Members).
Furthermore, candidates for directors are selected through a discussion by the voluntary Nomination and Compensation Committee that is an advisory to the Board of Directors and a majority of whose members are Outside Directors.
No matter was particularly pointed out by the Audit and Supervisory Committee regarding this proposal. The candidates for Directors (excluding those who are Audit and Supervisory Committee Members) are as
follows:
Attendance at the | ||||||||
No. | Name | Board of Directors meetings | ||||||
for the current fiscal year | ||||||||
1 | Reappointment | Atsushi Udoh | Male | 13/13 (100%) | ||||
2 | Reappointment | Hiromi Edahiro | Male | 13/13 (100%) | ||||
3 | Reappointment | Akira Umada | Male | 13/13 (100%) | ||||
4 | Reappointment | Takeo Matsutani | Male | 13/13 (100%) | ||||
5 | Reappointment | Masami Tada | Female | 13/13 (100%) | ||||
6 | Reappointment | Kentaro Murakawa | Male | 13/13 (100%) | ||||
1. Atsushi Udoh (Date of birth: April 26, 1964) | Reappointment | |||||||
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | |||||||
the Company, and significant concurrent positions | Company] | |||||||
July 1987 | Joined TOHO PHARMACEUTICAL (current the | Representative Director, CEO | ||||||
Company) | ||||||||
April 2009 | Corporate Officer of TOHO PHARMACEUTICAL | |||||||
July 2012 | Director of TOHO PHARMACEUTICAL | |||||||
June 2015 | Managing Director of TOHO PHARMACEUTICAL | |||||||
June 2015 | Corporate Officer of the Company | |||||||
June 2016 | Executive Vice President and Director of TOHO PHARMACEUTICAL | |||||||
June 2016 | Director of the Company | |||||||
June 2017 | Vice President and Representative Director of TOHO PHARMACEUTICAL | |||||||
June 2017 | Executive Managing Director of the Company | |||||||
June 2019 | Director of TOHO PHARMACEUTICAL (to present) | |||||||
June 2019 | President and COO, Representative Director of the Company | |||||||
June 2020 | President and Representative Director of the Company | |||||||
June 2022 | Representative Director, CEO of the Company (to present) |
■ Number of shares of the Company held: 20,000 shares
■ Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Atsushi Udo serves as Representative Director, CEO of the Company and has considerable knowledge and experience in management and business activities in the Group and as a manager in charge of the sales division over the years. In addition, he serves as Chairperson of the Group Compliance Risk Management Committee aiming to promote risk management and strengthening of compliance in the Group. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group in a position to drive the whole Group's management going forward.
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2. Hiromi Edahiro (Date of birth: May 14, 1952) | Reappointment | ||
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | ||
the Company, and significant concurrent positions | Company] | ||
April 1977 | Joined Tokio Marine Fire Insurance (current | Representative Director, CFO | |
Tokio Marine & Nichido Fire Insurance | |||
Co., Ltd.) | |||
September 1985 | Joined Tokiwa Pharmaceutical | ||
August 2000 | Representative Director and President of Tokiwa Pharmaceutical | ||
June 2012 | Auditor of the Company | ||
June 2015 | President and Representative Director of TOHO PHARMACEUTICAL | ||
June 2015 | Director of the Company | ||
June 2017 | Vice President and Director of the Company | ||
June 2019 | Director of TOHO PHARMACEUTICAL | ||
June 2019 | Vice Chairman of the Board and CFO, Representative Director of the Company | ||
June 2020 | Chairperson of the Board and Representative Director of TOHO PHARMACEUTICAL | ||
June 2020 | Director of the Company | ||
June 2022 | Director of TOHO PHARMACEUTICAL (to present) | ||
June 2022 | Representative Director, CFO of the Company (to present) |
■ Number of shares of the Company held: 39,100 shares
■ Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Hiromi Edahiro serves as Representative Director, CFO of the Company and has considerable knowledge and experience in management and business activities in the Group and as a manager in charge of the management division over the years. In addition, he serves as Chairperson of the Investment Committee aiming to promote disciplined investment. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group in a position to drive the whole Group's management going forward.
3. Akira Umada (Date of birth: April 16, 1965) | Reappointment | |
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | |
the Company, and significant concurrent positions | Company] | |
Senior Executive Managing Director, COO | ||
[Significant concurrent positions] | ||
President and Representative Director of | ||
TOHO PHARMACEUTICAL |
March 1986 Joined TOHO PHARMACEUTICAL (current the Company)
April 2009 Corporate Officer of TOHO PHARMACEUTICAL
July 2012 Director of TOHO PHARMACEUTICAL
June 2015 Managing Director of TOHO PHARMACEUTICAL
June 2015 Corporate Officer of the Company
June 2016 Senior Managing Director of TOHO PHARMACEUTICAL
June 2016 Director of the Company
June 2019 President and Representative Director of TOHO PHARMACEUTICAL (to present)
June 2019 Senior Executive Managing Director of the Company
June 2022 Senior Executive Managing Director, COO of the Company (to present)
- Number of shares of the Company held: 28,400 shares
-
Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Akira Umada has considerable knowledge and experience as Senior Executive Managing Director, COO of the Company as well as President and Representative Director of TOHO PHARMACEUTICAL. He also serves as Chairperson of the Sustainability Promotion Committee aiming to promote efforts towards sustainability management.
We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group.
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4. Takeo Matsutani (Date of birth: April 20, 1966) | Reappointment | |
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | |
the Company, and significant concurrent positions | Company] | |
Director |
February 1992 Joined TOHO PHARMACEUTICAL (current the Company)
June 2001 Director of TOHO PHARMACEUTICAL
June 2007 Managing Director of TOHO PHARMACEUTICAL
June 2008 Senior Managing Director of TOHO PHARMACEUTICAL
April 2009 Director of the Company (to present)
June 2013 Executive Managing Director of Kyushu Toho
June 2015 President and Representative Director of Kyushu Toho
June 2017 Vice President and Director of TOHO PHARMACEUTICAL (to present)
June 2023 Chairperson of the Board and Director of Kyushu Toho (to present)
- Number of shares of the Company held: 62,628 shares
-
Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Takeo Matsutani, who has been executing his duties as Director of the Company, and through he has held Representative Director of Kyushu Toho , has considerable experience and knowledge in the relevant field. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group.
5. Masami Tada (Date of birth: November 5, 1964) | Reappointment | |||
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | |||
the Company, and significant concurrent positions | Company] | |||
Director, General Manager of | ||||
Pharmaceutical Affairs Headquarters | ||||
December 2004 Joined TOHO PHARMACEUTICAL (current | and Quality Assurance Department | |||
the Company) | ||||
May 2020 | General Manager of Pharmaceutical | Affairs Information Department of TOHO | ||
PHARMACEUTICAL (to present) | ||||
June 2020 | Director of the Company (to present) |
- Number of shares of the Company held: 1,500 shares
-
Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Ms. Masami Tada, who has been executing her duties as Director of the Company and as the head of the pharmaceutical affairs division, has considerable experience and knowledge in the relevant field. We propose her reelection as we expect her to leverage her experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group.
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6. Kentaro Murakawa (Date of birth: February 28, 1959) | Reappointment | ||
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | ||
the Company, and significant concurrent positions | Company] | ||
Director, in charge of Pharmaceutical | |||
April 1982 | Manufacturing and Sales Business | ||
Joined Daiichi Pharmaceutical Co., Ltd. (current DAIICHI SANKYO COMPANY, | |||
LIMITED) | |||
April 2016 | Corporate Officer, General Manager, Tokyo Branch, Pharmaceutical Sales Headquarters, | ||
DAIICHI SANKYO COMPANY, LIMITED | |||
April 2018 | Corporate Officer, General Manager, Sales Planning Dept., Pharmaceutical Sales | ||
Division, DAIICHI SANKYO COMPANY, LIMITED | |||
April 2019 | President and Representative Director of DAIICHI SANKYO ESPHA CO., LTD. | ||
April 2022 | Director of DAIICHI SANKYO ESPHA CO., LTD. | ||
June 2022 | Joined the Company | ||
June 2022 | Director of the Company (to present) |
- Number of shares of the Company held: 4,300 shares
-
Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Kentaro Murakawa serves as Director of the Company and has held important positions in pharmaceutical companies, gaining considerable knowledge and experience in the pharmaceutical manufacturing and sales business. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group.
(Notes)
- No special interest exists between the candidates for Directors and the Company.
- Pursuant to Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into directors and officers liability insurance with an insurance company, in which Directors are insured. An outline of the provisions of that policy is as stated in 4. Matters Concerning Company's Executives, (3) Overview of Directors and Officers Liability Insurance Policy of the Business Report. If a candidate for Director is appointed as originally proposed, it is expected that he or her will be one of the insured and the insurance will be renewed to the same extent next time.
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Proposal 2: Election of three (3) Directors who are Audit and Supervisory Committee Members
The term of office of all the incumbent Directors who are Audit and Supervisory Committee Members (3 persons) will expire upon the conclusion of this General Meeting of Shareholders.
Accordingly, the election of three (3) Directors who are Audit and Supervisory Committee Members is proposed.
The consent of the Audit and Supervisory Committee has already been obtained in advance for this proposal. The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Attendance at | Attendance at | |||||||||||
the Audit and | ||||||||||||
the Board of | ||||||||||||
Supervisory | ||||||||||||
Directors | ||||||||||||
No. | Name | Committee | ||||||||||
meetings for | ||||||||||||
meetings for the | ||||||||||||
the current | ||||||||||||
current fiscal | ||||||||||||
fiscal year | ||||||||||||
year | ||||||||||||
1 | Reappointment | Yoshiaki Kamoya | Male | Outside | 13/13 (100%) | 8/8 (100%) | ||||||
Independent | ||||||||||||
2 | Reappointment | Hidehito Kotani | Male | Outside | 13/13 (100%) | 8/8 (100%) | ||||||
Independent | ||||||||||||
3 | New | Chie Goto | Female | Outside | - | - | ||||||
appointment | Independent | |||||||||||
1. Yoshiaki Kamoya (Date of birth: October 25, 1955) | Reappointment | Outside | Independent | |||||||||
Director | officer | |||||||||||
■ Career summary, positions and responsibilities within | [Positions and | responsibilities | within the | |||||||||
the Company, and significant concurrent positions | Company] | |||||||||||
Outside Director (Audit and Supervisory | ||||||||||||
April 1978 | Joined Shionogi & Co., Ltd. | Committee Member) | ||||||||||
April 2009 | Corporate Officer, General Manager of Administration Department, and Senior Vice | |||||||||||
President of Tokyo Branch Office of Shionogi & Co., Ltd. | ||||||||||||
April 2011 | Executive Officer of Shionogi & Co., Ltd. | |||||||||||
April 2017 | Senior Executive Officer and Senior Vice President of Tokyo Branch Office of Shionogi & | |||||||||||
Co., Ltd. | ||||||||||||
April 2020 | Adviser of Shionogi & Co., Ltd. (to present) | |||||||||||
June 2020 | Outside Director (Audit and Supervisory Committee Member) of the Company (to present) |
- Term of office at the conclusion of this General Meeting: 4years
- Number of shares of the Company held: - shares
-
Reason for the nomination as Outside Director who is an Audit and Supervisory Committee Member and overview of expected role
Mr. Yoshiaki Kamoya has extensive experience as a person in charge of the business management division at Shionogi & Co., Ltd. and great insight into pharmaceutical administration, having held important positions, including Chairperson of the Distribution Improvement Committee of the Japan Pharmaceutical Manufacturers Association and that of the NHI Pricing Committee of The Federation of Pharmaceutical Manufacturers' Associations of Japan. Since assuming the position of Outside Director of the Company in 2020, based on this experience and insight, he gives advice and makes suggestions about the sustained growth of the Company at Board of Directors and supervises the Company's management from an objective and neutral point of view.
In addition, as Chairperson of the Nomination and Compensation Committee, he participates in discussions about the selection of candidates for the Company's officers, settlement of officers' compensation and other matters from an independent point of view. For the above reasons, we continue to propose his election as Outside Director, as we expect him to contribute to advice to and appropriate supervision of the Company from an objective and diversified viewpoint in the future too.
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2. Hidehito Kotani (Date of birth: December 27, 1967) | Reappointment | Outside | Independent |
Director | officer | ||
■ Career summary, positions and responsibilities within | [Positions and | responsibilities | within the |
the Company, and significant concurrent positions | Company] | ||
Outside Director (Audit and Supervisory | |||
Committee Member) | |||
[Significant concurrent positions] | |||
Representative of Frederick Research GK | |||
Representative | Director | of Novocure | |
Corporation |
April 1994 | Joined Pfizer, Inc. (USA), Connecticut State World Central Research Institute |
January 1998 | Joined Banyu Pharmaceutical Co., Ltd. (current MSD K.K.) |
July 2009 | Corporate Officer in charge of Corporate Services and General Manager of the President's |
Office of Banyu Pharmaceutical Co., Ltd. | |
March 2012 | Vice President, Corporate Officer, General Manager of Sales Division, General Manager |
of President's Office of MSD K.K. | |
March 2012 | Vice President of Merck & Co., Inc. (USA) |
September 2015 Representative Director and President, CEO and CTO of Panasonic Healthcare Holdings Corporation (current PHC Holdings Corporation)
September 2019 Representative of Frederick Research GK (to present) February 2022 Representative Director of Novocure Corporation (to present)
June 2022 Outside Director (Audit and Supervisory Committee Member) of the Company (to present)
■Term of office at the conclusion of this General Meeting:2years
- Number of shares of the Company held: - shares
-
Reason for the nomination as Outside Director who is an Audit and Supervisory Committee Member and overview of expected role
Mr. Hidehito Kotani held important positions at Pfizer Japan Inc., Banyu Pharmaceutical Co., Ltd . (current MSD K.K.), and Merck & Co., Inc, and engaged in business management as Representative Director of Panasonic Healthcare Holdings Co., Ltd. (current PHC Holdings Corporation). Based on these experiences and his great insight into the pharmaceutical, medical equipment and medical IT industries, he has given advice and made suggestions about the sustained growth of the Company at Board meetings and supervises the Company's management from an objective and neutral point of view since he assumed the post of Outside Director of the Company in 2022.
Also, as a member of the Nomination and Compensation Committee, he participates in discussions about the selection of candidates for the Company's officers, settlement of officers' compensation and other matters from an independent point of view. For the above reasons, we continue to propose his election as Outside Director, as we expect him to contribute to advice to and appropriate supervision of the Company from an objective and diversified viewpoint in the future too.
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3. Chie Goto (Date of birth: November 30, 1958) | New | Outside | Independent | |||
appointment | Director | officer | ||||
■ Career summary, positions and responsibilities within | [Significant concurrent positions] | |||||
the Company, and significant concurrent positions | Partner, Sakura Kyodo Law Office | |||||
Audit and Supervisory Committee Member | ||||||
(Outside Director) of AVANT GROUP | ||||||
April 1984 | Joined Société World Corporation. | CORPORATION | ||||
April 1988 | Joined Tokyo Student Career Information Center Co. | |||||
September 1994 | Joined Yamada & Partners Accounting Office | |||||
October 2006 | Registered as a lawyer and joined Sakura Kyodo Law Office | |||||
Registered as a Certified Public Accountant | ||||||
January 2011 | Partner, Sakura Kyodo Law Office (to present) |
September 2021 Corporate Auditor (outside) of AVANT CORPORATION (current AVANT GROUP CORPORATION)
September 2022 Audit and Supervisory Committee Member (Outside Director) of AVANT GROUP CORPORATION (to present)
- Term of office (at the conclusion of this General Meeting): - year
- Number of shares of the Company held: - shares
-
Reason for the nomination as Outside Director who is an Audit and Supervisory Committee Member and overview of expected role
Ms. Chie Goto has a broad insight as a lawyer and a certified public accountant and extensive experience as an outside officer of other companies. We propose her election as Outside Director as we expect her to perform in the management and supervision of the Company by utilizing her professional knowledge of corporate law and accounting that is fostered through activities as a lawyer and a certified public accountant.
(Notes)
1. No special interest exists between the candidates for Directors and the Company.
- Mr. Yoshiaki Kamoya, Mr. Hidehito Kotani and Ms. Chie Goto are candidates for Outside Directors who are Audit and Supervisory Committee Members.
- The Company has designated Mr. Yoshiaki Kamoya, Mr. Hidehito Kotani as independent officers pursuant to the rules of Tokyo Stock Exchange, Inc., and has reported the appointment to Tokyo Stock Exchange, Inc. If they are appointed as originally proposed, they will continue to be the independent officers. If Ms. Chie Goto is appointed as originally proposed, he will newly become an independent officer.
- Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company and Mr. Yoshiaki Kamoya and Mr. Hidehito Kotani have entered into an agreement to limit the damage liability as referred to in Article 423, Paragraph 1 of the Companies Act to the maximum amount prescribed in laws and regulations and the Articles of Incorporation. It is expected that, when he is reappointed, such agreement will continue to be effective.
- If Ms. Chie Goto is appointed as originally proposed, pursuant to Article 427, Paragraph 1 of the Companies Act, it is expected that the Company and each of them will enter into an agreement to limit the damage liability as referred to in Article 423, Paragraph 1 of the Companies Act to the maximum amount prescribed in laws and regulations and the Articles of Incorporation.
- Pursuant to Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into directors and officers liability insurance with an insurance company, in which Directors who are Audit and Supervisory Committee Members are insured. An outline of the provisions of that policy is as stated in 4. Matters Concerning Company's Executives, (3) Overview of Directors and Officers Liability Insurance Policy of the Business Report. If a candidate for Director who is an Audit and Supervisory Committee Member is appointed as originally proposed, it is expected that he will be one of the insured and the insurance will be renewed to the same extent next time.
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Toho Holdings 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 01:18:05 UTC.