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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities Code: 6986)
June 6, 2025 (Start Date of Electronic Provision Measures: June 4, 2025)
To Our ShareholdersMotoaki Arima
President and Representative Director, Chief Executive Officer
Futaba Corporation629 Oshiba, Mobara, Chiba, Japan
NOTICE OF THE 82nd ORDINARY GENERAL MEETING OF SHAREHOLDERSWe are pleased to notify you that the 82ndOrdinary General Meeting of Shareholders of the Company will be held as described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders and has posted the matters to be provided electronically on the website below as "NOTICE OF THE 82nd ORDINARY GENERAL MEETING OF SHAREHOLDERS."The Company's website: https://www.futaba.co.jp/ir/library/005657 They are also posted on the website of the Tokyo Stock Exchange (TSE).
Please access the TSE website (Listed Company Search) shown below, enter "Futaba Corporation" in "Issue
name (company name)" or "6986" (half-width characters) in "Code," and select "Basic information" and then "Documents for public inspection/PR information" to confirm the information listed there.
TSE website (Listed Company Search) 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 or in writing. Please review the Reference Documents for the General Meeting of Shareholders below, and exercise your voting rights by no later than 5:15 p.m. on Thursday, June 26, 2025 (Japan Time).
- Date and Time: Friday, June 27, 2025, at 10:00 a.m. (Reception desk opens at 9:00 a.m.)
Place: Hall, 3rd floor, Main Building of the Company 629 Oshiba, Mobara, Chiba Prefecture, Japan
- Agenda of the Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 82nd Fiscal Year (from April 1, 2024 to March 31, 2025) 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 82nd Fiscal Year (from April 1, 2024 to March 31, 2025)
Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Five Directors (Excluding Directors who are Audit and Supervisory Committee Members) Proposal 3: Election of Three Directors who are Audit and Supervisory Committee Members Proposal 4: Election of One Substitute Director who is an Audit and Supervisory Committee MemberMatters Decided for the Convocation (Information on the Exercise of Voting Rights)
If you exercise your voting rights in writing (by mail) and provide no indication, on the Voting Rights Exercise Form, of approval or disapproval with regard to the proposals, you shall be considered to have expressed approval, which shall be handled accordingly.
If you exercise your voting rights both via the internet and in writing (by mail), the vote cast via the internet shall be treated as the valid vote, regardless of the date and time of arrival.
If you exercise your voting rights more than once via the internet, the last vote shall be treated as valid.
Notes:If you attend the meeting in person, we kindly ask that you submit your voting form at the reception desk.
For this General Meeting, regardless of whether a request for paper delivery has been made, we will send all shareholders a document containing the matters provided electronically. In accordance with laws and Article 16, Paragraph 2 of the Articles of Incorporation, the following items are not included in the matters provided electronically. Please note that this document is part of the materials audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing the audit report.
・Systems to ensure the appropriateness of operations and the status of their implementation
・Consolidated Statement of Changes in Shareholders' Equity
・Notes to the Consolidated Financial Statements
・Statement of Changes in Shareholders' Equity
・Notes to the Financial Statements
If any corrections are made to the matters provided electronically, the details of the corrections will be posted on our company website and the Tokyo Stock Exchange website.
If you require the use of a wheelchair, please contact us by 5:15 p.m. on Tuesday, June 24, 2025, so that we can make the necessary arrangements.
Phone: +81-475-24-1111
Other information for shareholders will be posted on our company website, so please check for the latest updates as needed.
Matters relating to year-end dividend
In comprehensive consideration of the business environment surrounding the Company, its basic policy of steady dividend payments and others, the Company proposes to pay ¥10 per share as the year-end dividend for the 82nd fiscal year.
Type of dividend property Cash
Appropriation of dividend property to shareholders and total amount
¥10 per common share of the Company ¥424,156,170 (total amount)
Effective date of dividends from surplus June 30, 2025
(Reference)
The Company's basic policy on dividend
The Company recognizes the return of profits as one of its most important managerial priorities and has a basic policy of steady and sustainable distribution of surplus to shareholders.
Proposal 2: Election of Five Directors (excluding Directors who are Audit and Supervisory Committee Members)The terms of all five Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same applies in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of five Directors. The candidates for Directors are as follows:
No. | Name | Current position and assignments | Years in office as Director | Attendance at the meetings of the Board of Directors | ||
1 | [Re-elected] | Motoaki Arima | (Male) | President and Representative Director Chief Executive Officer | 9 | 100% (16 out of 16 meetings) |
2 | [Re-elected] | Toshihide Kimizuka | (Male) | Director Senior Managing Executive Officer in charge of the Administration Division | 9 | 100% (16 out of 16 meetings) |
3 | [Re-elected] | Masaharu Tomita | (Male) | Director Managing Executive Officer in charge of Business Division | 2 | 100% (16 out of 16 meetings) |
4 | [Re-elected] [Outside Director] [Independent Officer] | Takemitsu Kunio | (Male) | Outside Director | 6 | 100% (16 out of 16 meetings) |
5 | [Re-elected] [Outside Director] [Independent Officer] | Masako Tanaka | (Female) | Outside Director | 3 | 100% (16 out of 16 meetings) |
No. | Name (Date of birth) | Career summary, position, assignments and significant concurrent positions | Number of the shares of the Company held | |
1 | Motoaki Arima (December 17, 1960) [Re-elected] | Mar. 1984 | Joined the Company | 85,600 shares |
Jan. 2007 | Temporarily transferred to FUTABA Corporation of America; President | |||
Oct. 2009 | Group-Manager, Business Strategy Group, Corporate Planning Division | |||
Jun. 2011 | Executive Officer; General-Manager, Corporate Planning Division | |||
Jun. 2013 | Senior Executive Officer; Deputy General-Manager, Electronic Components Division | |||
Jul. 2014 | Senior Executive Officer; General-Manager, Electronic Device Business Center | |||
Jan. 2016 | Senior Executive Officer; General-Manager, Touch Panel Business Center | |||
Jun. 2016 | Director; Managing Executive Officer in charge of Electronic Components and Electronic Systems; General-Manager, Touch Panel Business Center | |||
Jun. 2017 | Director responsible for Business and Development Division | |||
Jun. 2019 Jul. 2023 | Representative Director and President President and Representative Director, Chief Executive Officer (to present) | |||
Reasons for recommendation of candidate for Director As Representative Director, he has led management and business execution in an uncertain business environment, worked to reform structures and strengthen growth potential, and led the single-year business revitalization plan "Re-Futaba -Active Action (Resolution and Commitment)- " in June 2023 and the Third Medium-term Management Plan in May 2024. We have nominated him as a candidate for Director because we believe he is an appropriate person for the continued sustainable growth of the Company and the medium - to long-term enhancement of corporate value. | ||||
Note: There are no special interests between Mr. Motoaki Arima and the Company.
No. | Name (Date of birth) | Career summary, position, assignments and significant concurrent positions | Number of the shares of the Company held | |
2 | Toshihide Kimizuka (May 2, 1962) [Re-elected] | Apr. 1986 | Joined the Company | 35,400 shares |
Jul. 2007 | Group-Manager, Personnel Group, Corporate Finance & Administration Division | |||
Aug. 2009 | Group-Manager, Finance & Accounting Group, Corporate Finance & Administration Division | |||
Jun. 2010 | Executive Officer; Group-Manager, Finance & Accounting Group, Corporate Finance & Administration Division | |||
Jun. 2014 | Senior Executive Officer; Group-Manager, Business Planning Group, Corporate Planning Division | |||
Jul. 2014 | Senior Executive Officer; General-Manager, Corporate Administration Division | |||
Apr. 2015 | Senior Executive Officer; General-Manager, Corporate Administration Division *The position name in Japanese has changed (due to promotion). | |||
Jun. 2016 | Director; Managing Executive Officer; General- Manager, Corporate Administration Division | |||
Jul. 2016 | Director; Managing Executive Officer in charge of Administration, Personnel and Finance & Accounting | |||
Jun. 2017 | Director responsible for Administration Division | |||
Jun. 2020 Jul. 2023 Apr. 2025 | Senior Managing Director responsible for Administration Division Director; Senior Managing Executive Officer; Assistant to the President Director; Senior Managing Executive Officer; in charge of the Administration Division (to present) | |||
Reasons for recommendation of candidate for Director As Director and Senior Managing Executive Officer in charge of the Administration divisions, he has coordinated the Human Resources, General Affairs, Finance & Accounting, and Information Systems divisions, and formulated and implemented human resources and financial strategies associated with structural reform. We have nominated him as a candidate for Director because we believe he is an appropriate person for the continued sustainable growth of the Company and the medium - to long-term enhancement of corporate value. | ||||
Note: There are no special interests between Mr. Toshihide Kimizuka and the Company.
No. | Name (Date of birth) | Career summary, position, assignments and significant concurrent positions | Number of the shares of the Company held | |
3 | Masaharu Tomita (April 10, 1967) [Re-elected] | Apr. 1990 | Joined the Company | 13,900 shares |
Oct. 2006 | Temporarily transferred to FUTABA (Europe) GmbH; President | |||
May 2009 | Temporarily transferred to FUTABA Corporation of America; President | |||
Jan. 2016 | Executive Officer; General-Manager, Electronic Device Business Center | |||
Jun. 2017 | Executive Officer; General-Manager, System Solution Business Center | |||
Oct. 2019 Jun. 2023 Jul. 2023 Apr. 2025 | Executive Officer; General-Manager, Corporate Planning Division Director; General-Manager, Corporate Planning Division Director; Managing Executive Officer; General-Manager, Corporate Planning Division Director; Managing Executive Officer, in charge of Business Division (to present) | |||
Reasons for recommendation of candidate for Director As the General Manager of the Corporate Planning Division, he has played a central role in formulating and implementing the single-year business revitalization plan "Re-Futaba -Active Action (Resolution and Commitment)- " and the "Third Medium-term Management Plan." We have nominated him as a candidate for Director because we believe he is an appropriate person for the continued sustainable growth of the Company and the medium - to long-term enhancement of corporate value. | ||||
Note: There are no special interests between Mr. Masaharu Tomita and the Company.
No. | Name (Date of birth) | Career summary, position, assignments and significant concurrent positions | Number of the shares of the Company held | |
4 | Takemitsu Kunio (January 5, 1955) [Re-elected] [Outside Director] [Independent Officer] | Dec. 1982 | Joined NEC Corporation | 7,400 shares |
Jul. 1995 | General Manager, Ultra Large Scale Integrated Circuits Research Department, Microelectronics Research Laboratories, NEC Corporation | |||
Apr. 2001 | General Manager, Research Planning Division, Central Research Laboratories, NEC Corporation | |||
Jan. 2004 | Associate Senior Vice President, Executive General Manager, Central Research Laboratories, NEC Corporation | |||
Apr. 2010 | Senior Vice President, NEC Corporation | |||
Jun. 2010 | Senior Vice President and Member of the Board, NEC Corporation | |||
Jun. 2011 | Senior Vice President, NEC Corporation | |||
May 2013 | Associate Senior Vice President, NEC Corporation | |||
Apr. 2017 | Advisor, NEC Corporation | |||
Jun. 2019 | Retired as Advisor to NEC Corporation | |||
Jun. 2019 | Outside Director of the Company (to present) | |||
Reasons for recommendation of candidate for Outside Director and outline of expected roles He has abundant experience and broad insight in technology development and its commercialization, creation and cultivation of new business areas, business management, etc. at a major electronics manufacturer. As an Outside Director, he has appropriately supervised management to formulate and complete the single-year business revitalization plan "Re-Futaba -Active Action (Resolution and Commitment)- " and the "Third Medium-term Management Plan." We have nominated him as a candidate for Outside Director in the expectation that he will continue to supervise management of the Company for its sustainable growth and medium - to long-term enhancement of corporate value. | ||||
Note: 1. Mr. Takemitsu Kunio is a candidate for Outside Director.
There are no special interests between Mr. Takemitsu Kunio and the Company..
Mr. Takemitsu Kunio is currently in office as an Outside Director of the Company and will have served for six years as Outside Director at the end of this General Meeting of Shareholders.
Mr. Takemitsu Kunio served at NEC Corporation. Although the Company has transactions with NEC Corporation such as product sales, the amount of transactions accounts for less than 0.1% of the respective consolidated net sales of the Company and NEC Corporation. The Company therefore judges that such transactional relationship does not have an effect on the independence of Mr. Takemitsu Kunio.
The Company has entered into an agreement with Mr. Takemitsu Kunio pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit his liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if he is re-elected.
The Company has registered Mr. Takemitsu Kunio as an independent officer with the Tokyo Stock Exchange pursuant to the regulations of the Tokyo Stock Exchange. If Mr. Takemitsu Kunio is re-elected, the Company plans to re-nominate him as an independent officer.
No. | Name (Date of birth) | Career summary, position, assignments and significant concurrent positions | Number of the shares of the Company held | |
5 | Masako Tanaka (December 4, 1958) [Re-elected] [Outside Director] [Independent Officer] | Apr. 1981 | Joined Furukawa Electric Co., Ltd. | 7,000 shares |
Apr. 2015 | Corporate Vice President, General Manager, Legal Department, Administration & CSR Division, Furukawa Electric Co., Ltd. | |||
May 2015 | Corporate Vice President, Deputy General Manager, Strategy Division and Head of Working-style Reform Project Team, Furukawa Electric Co., Ltd. | |||
Oct. 2017 | Corporate Vice President, Deputy General Manager, Strategy Division and General Manager, Human Resource Department, Furukawa Electric Co., Ltd. | |||
Apr. 2021 | Corporate Vice President, Deputy General Manager, Business Basic Transformation Division, Furukawa Electric Co., Ltd. | |||
Jun. 2021 | Outside Director (Audit and Supervisory Committee Member), Howa Machinery, Ltd. (to present) | |||
Mar. 2022 | Retired from Corporate Vice President, Furukawa Electric Co., Ltd. | |||
Jun. 2022 Oct. 2023 | Outside Director of the Company Outside Director, UCHIDA YOKO CO., Ltd. (to present) | |||
(Significant concurrent positions) Outside Director, UCHIDA YOKO CO., Ltd. Outside Director (Audit and Supervisory Committee Member), Howa Machinery, Ltd. | ||||
Reasons for recommendation of candidate for Outside Director and outline of expected roles She has abundant experience and broad insight in the personnel, CSR, and legal divisions of a major nonferrous metal manufacturer. She actively offers suggestions on the review of the personnel system as an Outside Director and on the formulation of successor development plans as the Chairperson of the Nomination and Compensation Committee. We have nominated her as a candidate for Outside Director in the expectation that he will continue to supervise management of the Company for its sustainable growth and medium - to long-term enhancement of corporate value. | ||||
Note: 1. Ms. Masako Tanaka is a candidate for Outside Director..
There are no special interests between Ms. Masako Tanaka and the Company.
Ms. Masako Tanaka is currently in office as an Outside Director of the Company and will have served for three year as Outside Director at the end of this General Meeting of Shareholders.
Ms. Masako Tanaka served at Furukawa Electric Co., Ltd. Although the Company has transactions with Furukawa Electric Co., Ltd. such as product sales, the amount of transactions accounts for less than 0.01% of the respective consolidated net sales of the Company and Furukawa Electric Co., Ltd. The Company therefore judges that such transactional relationship does not have an effect on the independence of Ms. Masako Tanaka.
Ms. Masako Tanaka is an Outside Director of UCHIDA YOKO CO., Ltd. and an Outside Director (Audit and Supervisory Committee Member) of Howa Machinery, Ltd. The Company has no business relationships with either company.
The Company has entered into an agreement with Ms. Masako Tanaka pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit her liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if she is re-elected.
The Company has registered Ms. Masako Tanaka as an independent officer with the Tokyo Stock Exchange pursuant to the regulations of the Tokyo Stock Exchange. If Ms. Masako Tanaka is re-elected, the Company plans to re-nominate her as an independent officer.
The terms of all three Directors who are Audit and Supervisory Committee Members will expire at the end of this General Meeting of Shareholders.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee Members.
This Proposal was deliberated in advance by the Nomination and Compensation Committee and consent has been obtained from the Audit and Supervisory Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No. | Name | Current position and assignments | Years in office as Director | Attendance at the meetings of the Board of Directors | Audit and Supervisory Committee Attendance | |
1 | [Re-elected] [Outside Director] [Independent Officer] | Tadashi Ohmura | Outside Director who is a full-time Audit and Supervisory Committee Member | 6 | 100% (16 out of 16 meetings) | 100% (14 out of 14 meetings) |
2 | [Re-elected] | Tatsuya Ikeda | Director who is a full-time Audit and Supervisory Committee Member | 8 | 100% (16 out of 16 meetings) | 100% (14 out of 14 meetings) |
3 | [Re-elected] [Outside Director] [Independent Officer] | Akihiro Ishihara | Outside Director who is an Audit and Supervisory Committee Member | 6 | 100% (16 out of 16 meetings) | 100% (14 out of 14 meetings) |
No. | Name (Date of birth) | Career summary, position, and assignments (Significant concurrent positions) | Number of the shares of the Company held | |
1 | Tadashi Ohmura (June 8, 1954) [Re-elected] [Outside Director] [Independent Officer] | Apr. 1978 | Joined Nippon Oil Corporation | 0 shares |
Mar. 1998 | Group Manager, President's Office 4, Nippon Oil Corporation | |||
Apr. 1999 | Head, Research Planning Office, The Institute of Energy Economics, Japan | |||
Mar. 2005 | General Manager, Planning Department, Nippon Oil Exploration Co., Ltd. | |||
Jan. 2007 | President, Nippon Oil Exploration U.S.A. Ltd. | |||
Mar. 2008 | Executive Officer, Nippon Oil Exploration Co., Ltd.; President, Nippon Oil Exploration U.S.A. Ltd. | |||
Jul. 2010 | Executive Officer, JX Nippon Oil & Gas Exploration Corporation; President, Nippon Oil Exploration U.S.A. Ltd. | |||
Mar. 2011 | Executive Officer, JX Nippon Oil & Gas Exploration Corporation; President, JX Nippon Oil Exploration U.S.A. Ltd. | |||
Jun. 2012 | Full-Time Corporate Auditor, JX Nippon Oil & Energy Corporation | |||
Jun. 2013 | Full-Time Corporate Auditor, JX Holdings, Inc. | |||
Jun. 2017 | Advisor, JXTG Holdings, Inc. | |||
Jun. 2018 | Retired as Advisor to JXTG Holdings, Inc. | |||
Jun. 2019 | Outside Director (Full-time Audit and Supervisory Committee Member) of the Company (to present) | |||
Reasons for recommendation of candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of expected roles He has a track record in the domestic management and planning division of a major petroleum product manufacturer and broad insight based on his abundant experience as a manager of an overseas subsidiary. He has contributed to strengthening the monitoring function and risk management as a Director who is an Audit and Supervisory Committee Member. The Company believes that he will continue to contribute to appropriate supervision and soundness of management for the Company's sustainable growth and medium - to long-term enhancement of corporate value, and therefore proposes him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. | ||||
Note: 1. Mr. Tadashi Ohmura is a candidate for Outside Director.
There are no special interests between Mr. Tadashi Ohmura and the Company.
Mr. Tadashi Ohmura is currently in office as an Outside Director (Audit and Supervisory Committee Member) of the Company and will have served as such for six years as of the end of this General Meeting of Shareholders.
Mr. Tadashi Ohmura previously served at JXTG Holdings, Inc., which has no business relationship with the Company.
The Company has entered into an agreement with Mr. Tadashi Ohmura pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit his liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if he is re-elected.
The Company has registered Mr. Tadashi Ohmura as an independent officer with the Tokyo Stock Exchange pursuant to the regulations of the Tokyo Stock Exchange. If Mr. Tadashi Ohmura is re-elected, the Company plans to re-nominate him as an independent officer.
No. | Name (Date of birth) | Career summary, position, and assignments (Significant concurrent positions) | Number of the shares of the Company held | |
2 | Tatsuya Ikeda (April 27, 1957) [Re-elected] | Apr. 1981 | Joined The Chiba Bank, Ltd. | 11,000 shares |
Jun. 2011 | Audit & Supervisory Board Member (Full-time) of the Company | |||
May 2013 | Resigned from Audit & Supervisory Board Member (Full-time) | |||
Jun. 2013 | Director; Senior Executive Officer; General- Manager, Corporate Planning Division | |||
Jun. 2014 | Director; Managing Executive Officer; General-Manager, Corporate Planning Division | |||
Apr. 2015 | Director; Managing Executive Officer; General-Manager, Corporate Planning Division *The position name in Japanese has changed (due to promotion). | |||
Jan. 2016 | Director; Managing Executive Officer in charge of Corporate Planning Division | |||
Jul. 2016 | Director; Managing Executive Officer in charge of CSR and Information System | |||
Jun. 2017 | Director (Full-time Audit & Supervisory Committee Member) (to present) | |||
Reasons for recommendation of candidate for Director who is an Audit and Supervisory Committee Member He has extensive experience and knowledge in banking and a wealth of experience in the corporate planning division of the Company, and contributes to appropriate supervision and ensuring of soundness of management from a position independent of business execution as a Director who is an Audit and Supervisory Committee Member. The Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member, based on the judgment that he will continue to contribute to appropriate supervision and soundness of management for the Company's sustainable growth and medium - to long- term enhancement of corporate value. | ||||
Note: 1. There are no special interests between Mr. Tatsuya Ikeda and the Company.
2. The Company has entered into an agreement with Mr. Tatsuya Ikeda pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit his liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if he is re-elected.
No. | Name (Date of birth) | Career summary, position, and assignments (Significant concurrent positions) | Number of the shares of the Company held | |
3 | Akihiro Ishihara (June 14, 1969) [Re-elected] [Outside Director] [Independent Officer] | Apr. 1992 | Joined Mitsubishi Corporation | 0 shares |
Aug. 2005 | Temporarily transferred to Mitsubishi Motors Corporation | |||
Mar. 2007 | Retired from Mitsubishi Corporation | |||
Sep. 2008 | Registered as an Attorney-at-law | |||
Sep. 2008 | Joined Atsumi Partners | |||
Apr. 2010 | Joined Kidoguchi Law Firm | |||
Dec. 2012 | Established Ishihara Law Office; President (to present) | |||
Nov. 2013 | Audit & Supervisory Board Member of Global Engineering Co., Ltd. | |||
Jun. 2019 | Outside Director (Audit and Supervisory Committee Member) of the Company (to present) | |||
Oct. 2022 Jun. 2024 | Audit & Supervisory Board Member, LIMNO Co., Ltd. Retired as Audit & Supervisory Board Member, LIMNO Co., Ltd. (to present) | |||
(Significant concurrent positions) Attorney-at-law and President, Ishihara Law Office | ||||
Reasons for recommendation of candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of expected roles He has a wealth of practical experience in general trading companies and automobile manufacturers, as well as expert knowledge as an attorney. He has actively made recommendations as a Director who is an Audit and Supervisory Committee member regarding the strengthening of the Company's management structure and compliance. The Company believes that he will continue to contribute to appropriate supervision and soundness of management for the Company's sustainable growth and medium - to long-term enhancement of corporate value, and therefore proposes him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. | ||||
Note: 1. Mr. Akihiro Ishihara is a candidate for Outside Director.
There are no special interests between Mr. Akihiro Ishihara and the Company.
Mr. Akihiro Ishihara is currently in office as an Outside Director (Audit and Supervisory Committee Member) of the Company and will have served as such for six years as of the end of this General Meeting of Shareholders.
The Company has entered into an agreement with Mr. Akihiro Ishihara pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit his liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if he is re-elected.
The Company has registered Mr. Akihiro Ishihara as an independent officer with the Tokyo Stock Exchange pursuant to the regulations of the Tokyo Stock Exchange. If Mr. Akihiro Ishihara is re-elected, the Company plans to re-nominate him as an independent officer.
In preparation for a shortage in the number of Directors who are Audit and Supervisory Committee Members as provided for in laws and regulations, the Company proposes the election of one substitute Director who is an Audit and Supervisory Committee Member.
This Proposal was deliberated in advance by the Nomination and Compensation Committee and consent has been obtained from the Audit and Supervisory Committee.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Candidate for substitute Director who is an Audit and Supervisory Committee MemberName (Date of birth) | Career summary, position, and assignments (Significant concurrent positions) | Number of the shares of the Company held | |
Masako Tanaka (December 4, 1958) [Re-elected] [Outside Director] [Independent Officer] | Apr. 1981 | Joined Furukawa Electric Co., Ltd. | 7,000 shares |
Apr. 2015 | Corporate Vice President, General Manager, Legal Department, Administration & CSR Division, Furukawa Electric Co., Ltd. | ||
May 2015 | Corporate Vice President, Deputy General Manager, Strategy Division and Head of Working-style Reform Project Team, Furukawa Electric Co., Ltd. | ||
Oct. 2017 | Corporate Vice President, Deputy General Manager, Strategy Division and General Manager, Human Resource Department, Furukawa Electric Co., Ltd. | ||
Apr. 2021 | Corporate Vice President, Deputy General Manager, Business Basic Transformation Division, Furukawa Electric Co., Ltd. | ||
Jun. 2021 | Outside Director (Audit and Supervisory Committee Member), Howa Machinery, Ltd. (to present) | ||
Mar. 2022 | Retired from Corporate Vice President, Furukawa Electric Co., Ltd. | ||
Jun. 2022 Oct. 2023 | Outside Director of the Company Outside Director, UCHIDA YOKO CO., Ltd. (to present) | ||
Apr. 1981 | Joined Furukawa Electric Co., Ltd. | ||
(Significant concurrent positions) Outside Director, UCHIDA YOKO CO., Ltd. Outside Director (Audit and Supervisory Committee Member), Howa Machinery, Ltd. | |||
Reasons for recommendation of candidate for substitute Outside Director who is an Audit and Supervisory Committee Member and outline of expected roles Ms. Masako Tanaka is the Director (excluding Directors who are Audit and Supervisory Committee Members) proposed in Proposal 2. Therefore, the Company has decided to nominate him as a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member, based on the judgment that he would promptly fulfill his responsibilities as an Audit and Supervisory Committee Member in the event that the number of Directors who are Audit and Supervisory Committee Members falls below the number required by laws and regulations. | |||
Note: 1. Ms. Masako Tanaka is a candidate for substitute Outside Director.
There are no special interests between Ms. Masako Tanaka and the Company.
Ms. Masako Tanaka is currently in office as an Outside Director of the Company and will have served for three year as Outside Director at the end of this General Meeting of Shareholders.
Ms. Masako Tanaka served at Furukawa Electric Co., Ltd. Although the Company has transactions with Furukawa Electric Co., Ltd. such as product sales, the amount of transactions accounts for less than 0.01% of the respective consolidated net sales of the Company and Furukawa Electric Co., Ltd. The Company therefore judges that such transactional relationship does not have an effect on the
independence of Ms. Masako Tanaka.
Ms. Masako Tanaka is an Outside Director of UCHIDA YOKO CO., Ltd. and an Outside Director (Audit and Supervisory Committee Member) of Howa Machinery, Ltd. The Company has no business relationships with either company.
If Ms. Masako Tanaka assumes office as Director who is an Audit and Supervisory Committee Member, the Company plans to enter into an agreement with him pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit his liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations.
If Ms. Masako Tanaka a assumes office as Director who is an Audit and Supervisory Committee Member, the Company plans to nominate him as an independent officer pursuant to the regulations of the Tokyo Stock Exchange.
Composition and Expertise of the Directors and Executive Officers at the end of this Ordinary General Meeting of Shareholders
[Directors]
Name | Position and assignments | Expertise, experience, etc. | ||||||||
Independence (Outside) | Finance & Accounting | Legal & Risk management | Personnel affairs & Human resource development | Sustainability | Technology & R&D | Production & quality | Sales & Marketing | Global experience | ||
Motoaki Arima | President and Representative Director, Chief Executive Officer | ● | ● | ● | ||||||
Toshihide Kimizuka | Senior Managing Executive Officer; in charge of the Administration Division | ● | ● | ● | ● | ● | ||||
Masaharu Tomita | Managing Executive Officer, in charge of Business Division | ● | ● | ● | ● | |||||
Takemitsu Kunio | ● | ● | ● | ● | ● | |||||
Masako Tanaka | ● | ● | ● | ● | ||||||
Tadashi Ohmura | Full-time Audit and Supervisory Committee Member | ● | ● | ● | ● | ● | ||||
Tatsuya Ikeda | Full-time Audit and Supervisory Committee Member | ● | ● | ● | ● | |||||
Akihiro Ishihara | Audit and Supervisory Committee Member | ● | ● | ● | ● | |||||
[Executive Officers]
Name | Position and assignments | Expertise, experience, etc. | ||||||||
Corporate planning | Finance & Accounting | Legal & Risk management | Personnel affairs & Human resource development | Sustainability | Technology & R&D | Production & quality | Sales & Marketing | Global experience | ||
Eiji Jinno | Executive Officer General-Manager, Robotics Solution Business Center | ● | ● | ● | ● | |||||
Kazuhito Nakamura | Executive Officer General-Manager, System Solution Business Center | ● | ● | ● | ||||||
Akihiro Nonaka | Executive Officer General-Manager, Core Technology Development Center | ● | ● | ● | ||||||
Mikiya Takahashi | Executive Officer General-Manager, Machinery & Tooling Business Center | ● | ● | |||||||
Koji Ishikawa | Executive Officer General-Manager, Corporate Administration Division | ● | ● | ● | ||||||
Toru Matsuki | Executive Officer General-Manager, Corporate Planning Division | ● | ● | ● | ● | |||||
[Reference]
Directors and Officers Liability Insurance ContractThe Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance covers damages and litigation expenses to be borne by the insured in the event of claims for damages submitted by shareholders, the Company, employees or other third parties arising from acts in the course of their duties as directors and officers of the Company during the term of the policy.
If each of the candidates is elected as Director and assumes office, he/she will be insured under the directors and officers liability insurance contract.
The term of the directors and officers liability insurance contract is one year. The Company plans to renew this insurance policy upon resolution by the Board of Directors before the expiration of the term.
Opinion of the Audit and Supervisory CommitteeWith respect to the nomination and compensation of Directors (excluding Directors who are Audit and Supervisory Committee Members), three of the four members of the Audit and Supervisory Committee were present as committee members and the remaining one as an observer at the "Nomination and Compensation Committee," which is an advisory body to the Board of Directors set up voluntarily and constituted by six members (plus two observers). They confirmed policies for nomination of Directors, a method to calculate compensation for Directors, etc., while expressing their opinions on them.
Consequently, the Audit and Supervisory Committee has judged that the procedures for nomination of Directors (excluding Directors who are Audit and Supervisory Committee Members) are appropriate, and that the candidates are suitably qualified as Directors of the Company as a result of considering their expertise and abundant experiences.
For compensation for Directors, the Audit and Supervisory Committee has judged that the procedures for its findings on compensation for Directors (excluding Directors who are Audit and Supervisory Committee Members) at the "Nomination and Compensation Committee" reported to the Board of Directors are appropriate, and that the methods to consider and calculate specific amounts of compensation and their contents are also reasonable when checked with the "Policy concerning determination of compensation for Directors" on the condition that objectivity and transparency are guaranteed.
Policies and Procedures for the Nomination of Candidates for DirectorsIn selecting candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members), the Board of Directors considers the overall balance of insight, knowledge, experience, ability, and so forth of each candidate that are required to execute duties and consults beforehand with the optional Nomination and Compensation Committee, more than half of the members of which are Outside Directors, on qualified individuals.
When the Board of Directors selects candidates for Directors who are Audit and Supervisory Committee Members, it consults with the Nomination and Compensation Committee based on the above, and further, proposes candidates to the Audit and Supervisory Committee and obtains its consent before making decisions.
Criteria for the Independence of Outside DirectorsIn addition to the independence standards set forth by financial instruments exchanges, the Company elects an Outside Director who meets the following criteria:
A person who does not execute material business (any Director, Audit and Supervisory Board Member, executive officer, or important employee) of a major shareholder (any shareholder who holds 10% or more of the voting rights of the total shareholders) of the Company;
A person who does not execute material business of a major business partner (any major business partner of the Company where the annual amount of payments or receipts pertaining to transactions between the Company and such business partner in the most recent fiscal year exceeds 2% of the amount of the consolidated net sales of the Company or such business partner);
A person who is not an attorney-at-law, certified public accountant, consultant (of any kind), or education specialist who receives a large amount of compensation or donation (for an individual, an amount of ¥10 million or more, and for a corporation/organization, an amount exceeding 1% of its consolidated net sales in the most recent fiscal year) from the Company.
The Company markets a wide range of products in each of the Electronic Systems segment and the Machinery & Tooling segment. It therefore believes that constructing long-term and stable relationships with its business partners is beneficial for smooth promotion of businesses and will eventually contribute to improvement of the Company's corporate value. This is the reason for the Company to hold cross-held shares.
Regarding its cross-held shares, the Company reports the capital cost, the actual return, the status of trade, etc. of each stock issue to the Board of Directors, and comprehensively considers whether to continue holding or reduce the shares of the issue, in each semiannual period.
If the consideration results in the determination that specific cross-held shares do not serve the purpose or are not appropriate, the Company intends to reduce the shares after discussing the reduction with a corresponding business partner.
(The number of cross-held share issues)
78th fiscal year | 79th fiscal year | 80th fiscal year | 81st fiscal year | 82nd fiscal year (ended Mar. 31, 2025) | |
Number of issues | 21 | 21 | 20 | 18 | 17 |