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.
Securities Code: 5184 March 6, 2025
To our shareholders:
President: Hiroyuki Soga
NICHIRIN CO., LTD.
98-1, Edo-machi, Chuo-ku, Kobe
Notice of the 141st Annual General Meeting of Shareholders
Notice is hereby given that the 141st Annual General Meeting of Shareholders of NICHIRIN CO., LTD. (the "Company") will be held as described below.
When convening this general meeting, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted this information on each website below. Please access either of the following websites to review the information.
[Company's website] https://www.nichirin.co.jp/(in Japanese)
(Please access the above website and select "IR Information" and "General meeting of shareholders information" from the menu.)
[Website where General Meeting of Shareholders' materials are posted] https://d.sokai.jp/5184/teiji/(in Japanese)
[TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(in Japanese)
(Please access the above website of Tokyo Stock Exchange, Inc. (TSE), search for information by entering "NICHIRIN" for the issue name (company name) or "5184" for the securities code, and then select "Basic information" and "Documents for public inspection/PR information" to review such information.)
If you are unable to attend the meeting in person, you may exercise your voting rights via the internet, etc. or in writing. Please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:05 p.m. on Wednesday, March 26, 2025 (JST).
[Voting via the internet]
Please access the Company's designated website for exercising voting rights (https://www.web54.net) (in Japanese). Then, using the "Voting Code" and "Password" indicated on the enclosed voting form, please follow the instructions on the screen and enter your approval or disapproval of the proposals by the deadline for exercising your voting rights as indicated above.
[Voting in writing (by mail)]
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to the Company by postal mail so that your vote is received by the above-mentioned deadline.
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- Date and Time: Thursday, March 27, 2025, at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.)
- Venue: 100, Minami Ekimae-cho, Himeji-shi, Hyogo Korin, 3rd floor, Hotel Nikko Himeji
- Purpose of the Meeting Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 141st fiscal year (from January 1, 2024, to December 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
- The Non-consolidated Financial Statements for the 141st fiscal year (from January 1, 2024, to December 31, 2024)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Eight Directors
Proposal No. 3 Election of One Audit & Supervisory Board Member
Proposal No. 4 Revision of Amount of Restricted Stock Remuneration to Directors (Excluding Outside Directors)
4. Resolutions to be resolved:
- Among matters for which measures for providing information in electronic format are to be taken, the following matters are not provided in the documents delivered to shareholders who have requested the delivery of paper-based documents as provided for by the provisions of laws and regulations and the Company's Articles of Incorporation. Accordingly, the documents that are delivered to shareholders who have requested the delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Accounting Auditor when they create their respective audit reports.
- "Systems to ensure the appropriateness of business activities and the status of operation of such systems" in the Business Report
- "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
- If a shareholder exercises the voting rights in duplicate via the internet and in writing (by mail), the vote exercised via the internet shall be deemed valid. Also, if a shareholder exercises the voting rights more than once via the internet, the last vote shall be deemed valid.
- If a shareholder exercises the voting rights in writing (by mail) and does not indicate their approval or disapproval of a proposal on the voting form, it shall be deemed that they have indicated their approval of the proposal.
- You are kindly requested to present the enclosed voting form to the receptionist when you attend the meeting in person.
- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each aforementioned website.
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Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 Appropriation of Surplus
The Company's basic policy is to continue paying a stable dividend while taking into account business performance and achieving the necessary level of retained earnings as well as securing shareholder returns for the future. Besides basic policy, the Company recognizes shareholder returns as an important management policy. With the goal of a consolidated dividend payout ratio of 38% in fiscal 2024, it will determine the specific amount of dividends while taking into consideration the payment of stable dividends and business performance trends.
Considering the above policies and other factors, the Company proposes to pay the commemorative dividends to celebrate its 110th founding anniversary as well as the ordinary dividends as follows:
-
Year-enddividends
The Company has given consideration to matters including the business performance of the fiscal year, and it proposes to pay year-end dividends as follows: - Allotment of dividend property to shareholders and its amount
¥101 per common share of the Company (ordinary dividends of ¥96 and the commemorative dividends of ¥5)
Total dividend: ¥1,330,242,114
(Reference) The annual dividends for the 141st fiscal year, including the interim dividend, will be ¥176 per share. - Effective date of dividends of surplus March 28, 2025
- Allotment of dividend property to shareholders and its amount
-
Other appropriation of surplus
In relation to the other appropriation of surplus, considering financial risks related to warranty and recall issues, the Company proposes the following: - Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: | ¥200,000,000 |
- Item of surplus to be increased and amount of increase
Reserve for product warranties: | ¥200,000,000 |
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Proposal No. 2 Election of Eight Directors
The terms of office of all eight Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of eight Directors.
The candidate for Director is as follows:
Candidate | Name | Career summary, position and areas of responsibility in the Company | Number of the | |
Company's | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
shares owned | ||||
Apr. 1981 | Joined the Company | |||
Dec. 2003 | Executive General Manager of Production | |||
Headquarters | ||||
Mar. 2004 | Director | |||
Dec. 2006 | Executive General Manager of Overseas | |||
Headquarters | ||||
Ryuichi Maeda | Mar. 2007 | Managing Director | ||
Mar. 2013 | Representative Director | |||
(May 11, 1958) | 33,104 | |||
Managing Executive Officer | ||||
Reappointment | ||||
Mar. 2015 | Representative Director and President | |||
1 | President and CEO | |||
Oct. 2019 | Chairman of SUZHOU NICHIRIN AUTOMOBILE | |||
PARTS CO., LTD. | ||||
Mar. 2023 | Representative Director and Chairman of the | |||
Company (current position) | ||||
Chairman and Executive Officer (current position) | ||||
Reasons for nomination | ||||
Ryuichi Maeda has played an important role in enhancing the corporate value of the Group through his abundant | ||||
experience, extensive knowledge, and strong leadership in developing and strengthening the governance of the Group. | ||||
The candidate meets the quality requirements for a Director as defined by the Company, and we expect him to | ||||
demonstrate his skills, particularly in the areas of "corporate management and management strategy" and "innovation." | ||||
He is also judged to be able to contribute to further sustainable enhancement of the Company's corporate value through | ||||
his management experience and abundant knowledge and experience in the business of the Company. Accordingly, we | ||||
have continued to nominate him as a candidate for the position of Director. |
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Candidate | Name | Career summary, position and areas of responsibility in the Company | Number of the | ||
Company's | |||||
No. | (Date of birth) | and significant concurrent positions outside the Company | |||
shares owned | |||||
Apr. 1988 | Joined the Company | ||||
Oct. 2016 | Chief Executive Officer of HUTCHINSON | ||||
NICHIRIN BRAKE HOSES, S.L. (current | |||||
NICHIRIN SPAIN S.L.U.) | |||||
Mar. 2017 | Executive Officer of the Company | ||||
Mar. 2019 | Director | ||||
Hiroyuki Soga | Senior Executive Officer | ||||
Apr. 2019 | Chairman of the Board of Directors of NICHIRIN | 23,290 | |||
(April 3, 1965) | |||||
SPAIN S.L.U. | |||||
Reappointment | |||||
Mar. 2021 | Managing Executive Officer of the Company | ||||
Mar. 2022 | Representative Director | ||||
2 | Mar. 2023 | Representative Director and President (current | |||
position) | |||||
President and CEO (current position) | |||||
Apr. 2023 | Executive General Manager of Production | ||||
Headquarters (current position) | |||||
Reasons for nomination | |||||
Hiroyuki Soga, over the course of more than 20 years of overseas assignments, has carried out diverse and challenging | |||||
missions, including the establishment and closure of subsidiaries, and is currently a representative director, president, and | |||||
CEO, with primary responsibility for the production department. The candidate meets the quality requirements for a | |||||
Director as defined by the Company, and is expected to play an appropriate role in both leading and supervising business | |||||
activities, particularly in "corporate management and management strategy" and "initiatives aimed at further increasing | |||||
the corporate value of the Group." He is also judged to possess the experience and abilities appropriate for a Director of | |||||
the Company. Accordingly, we have continued to nominate him as a candidate for the position of Director. |
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Candidate | Name | Career summary, position and areas of responsibility in the Company | Number of the | |
Company's | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
shares owned | ||||
Apr. 1991 | Joined the Company | |||
Apr. 2012 | Deputy General Manager of the Accounting Dept. | |||
Apr. 2014 | General Manager of the Accounting Dept. | |||
Mar. 2015 | General Manager of the Finance and Accounting | |||
Dept. | ||||
Mar. 2017 | Executive Officer | |||
Mar. 2019 | Senior Executive Officer | |||
Hironari Namba | Mar. 2021 | Director (current position) | ||
(January 9, 1969) | Managing Executive Officer | 16,240 | ||
Reappointment | Apr. 2023 | Executive General Manager of Administration | ||
Headquarters (current position) | ||||
3 | Mar. 2024 | Senior Managing Executive Officer (current position) | ||
Europe Region Director-General (current position) | ||||
Apr. 2024 | Chairman of the Board of Directors of NICHIRIN | |||
SPAIN S.L.U. (current position) | ||||
Significant concurrent positions outside the Company | ||||
Chairman of the Board of Directors of NICHIRIN SPAIN S.L.U. | ||||
Reasons for nomination | ||||
Hironari Namba, after being assigned to a North American subsidiary from the accounting department, has served as | ||||
head of the finance and accounting departments, and is currently a senior managing executive officer, responsible for the | ||||
Administration Headquarters. The candidate meets the quality requirements for a Director as defined by the Company, | ||||
and is expected to play an appropriate role in both leading and supervising business activities, particularly in "improving | ||||
and accelerating the reliability of financial closing business activities" and "financial strategy" of the Group. He is also | ||||
judged to possess the experience and abilities appropriate for a Director of the Company. Accordingly, we have continued | ||||
to nominate him as a candidate for the position of Director. | ||||
Apr. 1988 | Joined the Company | |||
Mar. 2005 | Deputy General Manager of the Kobe Sales Dept. | |||
Apr. 2010 | General Manager of SHANGHAI NICHIRIN | |||
AUTOMOBILE ACCESSORIES CO., LTD. | ||||
Mar. 2015 | Executive Officer of the Company | |||
Hideki Kikumoto | General Manager of the Kobe Sales Dept. | |||
Mar. 2019 | Director (current position) | |||
(November 14, 1965) | 21,850 | |||
Senior Executive Officer | ||||
Reappointment | ||||
Mar. 2020 | Chairman of NICHIRIN RUBBER (SHANGHAI) | |||
4 | CO., LTD. | |||
Mar. 2021 | Managing Executive Officer of the Company (current | |||
position) | ||||
Apr. 2023 | Executive General Manager of Sales Headquarters | |||
(current position) | ||||
Reasons for nomination | ||||
Hideki Kikumoto has experience in sales and as president of a Chinese subsidiary, and is currently a managing executive | ||||
officer responsible for the Sales Headquarters. The candidate meets the quality requirements for a Director as defined by | ||||
the Company. In particular, the Company expects him to promote "strategies to expand business" by utilizing his | ||||
extensive knowledge of domestic and foreign automotive and non-automotive companies and to play an appropriate role | ||||
in both supervision as well as direction of business activities. He is also judged to possess the experience and abilities | ||||
appropriate for a Director of the Company. Accordingly, we have continued to nominate him as a candidate for the | ||||
position of Director. |
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Candidate | Name | Career summary, position and areas of responsibility in the Company | Number of the | |
Company's | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
shares owned | ||||
Apr. 1989 | Joined the Company | |||
Dec. 2006 | Executive of Technical Dept. (Deputy General | |||
Manager) | ||||
Dec. 2008 | Executive of the Technical Dept. (General Manager) | |||
Apr. 2014 | General Manager of Technical Dept. | |||
Apr. 2018 | Director and President of NICHIRIN (THAILAND) | |||
Shinichiro Endo | CO., LTD. | |||
(June 11, 1966) | Jun. 2022 | Director and President of PT. NICHIRIN | 9,530 | |
Reappointment | INDONESIA | |||
Apr. 2023 | Sr. General Manager of the Company | |||
5 | Mar. 2024 | Director (current position) | ||
Executive Officer (current position) | ||||
Executive General Manager of Technical | ||||
Headquarters and ASEAN Region Director-General | ||||
(current position) | ||||
Reasons for nomination | ||||
Shinichiro Endo served as General Manager of Technical Department of the Company and President of an overseas | ||||
subsidiary. He participated in the Company's management as a Sr. General Manager (employed Director) and assumed | ||||
the position of Director in 2024. The candidate meets the quality requirements for a Director as defined by the Company. | ||||
In particular, the automotive parts, which are the Company's main products, are undergoing a major transformation, | ||||
including the shift to EVs, and the Company expects the candidate to promote product development in response to this | ||||
transformation and play an appropriate role in directing and supervising the execution of business activities. He is also | ||||
judged to possess the experience and abilities appropriate for a Director of the Company. Accordingly, we have continued | ||||
to nominate him as a candidate for the position of Director. | ||||
Apr. 1978 | Joined NIPPON FINE CHEMICAL CO., LTD. | |||
Apr. 2000 | General Manager of Pharmaceutical Manufacturing | |||
Dept. | ||||
Nov. 2002 | General Manager of Pharmaceutical Manufacturing | |||
Plant | ||||
Susumu Yano | Jun. 2003 | Corporate Officer, Deputy General Manager of | ||
Production Technology Division and General | ||||
(April 19, 1955) | ||||
Manager of Takasago Plant | ||||
Reappointment | - | |||
Outside | Jun. 2004 | Director, General Manager of Production Technology | ||
Independent | Division | |||
6 | Jun. 2006 | Representative Director, President | ||
Mar. 2016 | Director of the Company (current position) | |||
Jun. 2020 | Representative Director, Chairman of NIPPON FINE | |||
CHEMICAL CO., LTD. | ||||
Jun. 2022 | Director, Chairman | |||
Reasons for nomination and overview of expected role | ||||
Susumu Yano gained his abundant experience and extensive knowledge as the corporate manager of a listed company | ||||
manufacturing and selling fine chemicals and cosmetic ingredients. We expect that he will contribute to the sustainable | ||||
enhancement of the Company's corporate value by providing advice on the Company's overall management, and that he | ||||
will also supervise directors and officers from an independent standpoint in a timely and appropriate manner. | ||||
Accordingly, we have continued to nominate him as a candidate for the position of outside Director. At the conclusion of | ||||
his current term of office, his tenure as outside Director of the Company will have been nine years. |
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Candidate | Name | Career summary, position and areas of responsibility in the Company | Number of the | ||
Company's | |||||
No. | (Date of birth) | and significant concurrent positions outside the Company | |||
shares owned | |||||
Apr. 1998 | Joined Nissho Iwai Corporation (current Sojitz | ||||
Corporation) | |||||
Jul. 2005 | Seconded to Sojitz (Malaysia) Sdn. Bhd. | ||||
Apr. 2008 | Seconded to Sojitz Taiwan Corporation | ||||
Oct. 2013 | Joined Taiyo Koko Co., Ltd. as General Manager of | ||||
Development Dept. | |||||
Jun. 2014 | Director and General Manager of Development Dept. | ||||
Kazufumi Suzuki | Jun. 2015 | Managing Director | |||
(February 11, 1976) | Jun. 2017 | Director and Vice President | - | ||
Reappointment | |||||
Jun. 2018 | Representative Director and President (current | ||||
Outside | |||||
Independent | position) | ||||
Mar. 2019 | Director of the Company (current position) | ||||
7 | Jun. 2021 | Audit & Supervisory Board Member of NIPPON | |||
FINE CHEMICAL CO., LTD. (current position) | |||||
Significant concurrent positions outside the Company | |||||
Representative Director and President of Taiyo Koko Co., Ltd. | |||||
Outside Audit & Supervisory Board Member of NIPPON FINE | |||||
CHEMICAL CO., LTD. | |||||
Reasons for nomination and overview of expected role | |||||
Kazufumi Suzuki, in addition to overseas experience at a general trading company, has abundant experience and | |||||
extensive knowledge as a management executive of a company engaged in the manufacture and sale of ferroalloys. We | |||||
expect that he will contribute to the sustainable enhancement of the Company's corporate value by providing advice on | |||||
the Company's overall management, and that he will also supervise directors and officers from an independent standpoint | |||||
in a timely and appropriate manner. Accordingly, we have continued to nominate him as a candidate for the position of | |||||
outside Director. At the conclusion of his current term of office, his tenure as outside Director of the Company will have | |||||
been six years. | |||||
Oct. 2004 | Graduated from the Training and Research Institute | ||||
for Court Officials of the Supreme Court of Japan | |||||
Registered as an attorney at law | |||||
Joined H. Okada International Law Offices | |||||
Attorney at law (current position) | |||||
Miki Kimura | Feb. 2012 | Registered as an attorney in the State of New York | |||
(June 21, 1979) | Mar. 2018 | Audit & Supervisory Board Member of the Company | - | ||
Reappointment | |||||
Mar. 2021 | Director (current position) | ||||
Outside | |||||
Jun. 2022 | Audit & Supervisory Board Member of Saint Marc | ||||
Independent | |||||
Holdings Co., Ltd. (current position) | |||||
8 | Significant concurrent positions outside the Company | ||||
Attorney at law of H. Okada International Law Offices | |||||
Outside Audit & Supervisory Board Member of Saint Marc Holdings | |||||
Co., Ltd. | |||||
Reasons for nomination and overview of expected role | |||||
Miki Kimura has not involved in the corporate management by assuming positions other than as the outside Director and | |||||
the outside Audit & Supervisory Board Member in the past; however, she will contribute to strengthening the governance | |||||
system, etc. by drawing on her advanced specialized knowledge as an attorney at law to advise and supervise the Group's | |||||
legal risks as it expands its global operations. We also believe that the gender-sensitive composition of the Board of | |||||
Directors will enable the Board to engage in diverse discussions that differ from conventional thinking. Accordingly, we | |||||
have continued to nominate her as a candidate for the position of outside Director. At the conclusion of her current term | |||||
of office, her tenure as outside Director of the Company will have been four years. | |||||
(Notes) 1. | There is no special interest between the candidates for Director and the Company. Note that H. Okada International Law | ||||
Offices, which Miki Kimura belongs to, has concluded an advisory contract with the Company; however, the advisory fee |
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of the Company represents less than 1% of the total revenue of H. Okada International Law Offices. Accordingly, the Company judged that there is no special interest in the advisory contract and the independence as the outside Director is not impaired.
- Susumu Yano, Kazufumi Suzuki and Miki Kimura are candidates for outside Director.
- Miki Kimura served as a non-executive officer (Audit & Supervisory Board Member) of the Company in the past.
- The Company has registered Susumu Yano, Kazufumi Suzuki and Miki Kimura as Independent Directors as stipulated by Tokyo Stock Exchange, and if this proposal is resolved and approved as originally proposed, the Company will continue to register them as Independent Directors.
- Miki Kimura's name on the family register is Miki Harigai.
- The Company has entered into agreements with Susumu Yano, Kazufumi Suzuki, and Miki Kimura limiting their liability for damages in accordance with Article 427, paragraph (1) of the Companies Act. If this proposal is resolved and approved as originally proposed, the Company plans to renew these agreements with them. The maximum amount of liability under this agreement is the amount provided for under laws and regulations.
- The Company has entered into the following Directors and Officers liability insurance (D&O insurance) contract as provided for in Article 430-3, paragraph (1) of the Companies Act, and each candidate will become insured under the said insurance contract if this proposal is resolved and approved as originally proposed. The Company plans to renew this
insurance contract with the same coverage on July 31, 2025, which is the midway of each candidate's term of office.
(i) | Details of insurance: | Directors and Officers liability insurance (D&O insurance) covers damages (legal |
indemnification, the litigation costs) suffered from claim for damages filed during | ||
the period of insurance, which is attributable to actions (including inaction) taken by | ||
corporate directors and officers in the course of business operation executed under | ||
their assumed positions. However, the D&O insurance does not cover the lawsuit | ||
filed against corporations and illegal acts. | ||
(ii) | Persons insured: | The Directors, Audit & Supervisory Board Members, Executive Officers, and the |
employees equivalent to the above-mentioned positions of the Company and its |
subsidiaries.
(iii) Premium payment obligation: The entire premium payment is borne by the Company.
[Reference] Skills matrix of candidates for Director
Expertise and experience of the candidates for Director | ||||||||||
Corporate | Overseas | Manufacturing | Technology, | Legal | Internal | Corporate | Innovation | |||
Business | Development, | Sales | Finance and | Compliance | Strategy and | |||||
Management | International | (Production | Environment, | Accounting | and Risk | Control and | Business | and Digital | ||
and Quality) | Governance | (IT) | ||||||||
Experience | and Energy | Management | Strategy | |||||||
Ryuichi | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||
Maeda | ||||||||||
Hiroyuki | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||
Soga | ||||||||||
Hironari | 〇 | 〇 | 〇 | 〇 | 〇 | |||||
Namba | ||||||||||
Hideki | 〇 | 〇 | 〇 | 〇 | 〇 | |||||
Kikumoto | ||||||||||
Shinichiro | 〇 | 〇 | 〇 | 〇 | 〇 | |||||
Endo | ||||||||||
Susumu | 〇 | 〇 | ||||||||
Yano | ||||||||||
Kazufumi | 〇 | 〇 | ||||||||
Suzuki | ||||||||||
Miki | 〇 | 〇 | 〇 | |||||||
Kimura | ||||||||||
* The above list does not represent all of the experience and knowledge possessed by each candidate for Director.
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Proposal No. 3 Election of One Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Shinichi Takahata will expire at the conclusion of this meeting. Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
Additionally, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidate for Audit & Supervisory Board Member is as follows:
Name | Career summary, position in the Company, and significant concurrent positions | Number of the | ||
Company's shares | ||||
(Date of birth) | outside the Company | |||
owned | ||||
Apr. 1993 | Joined Nissho Iwai Corporation (current Sojitz | |||
Corporation) | ||||
Oct. 1999 | Retired from Nissho Iwai Corporation | |||
Nov. 1999 | Joined Taiyo Koko Co., Ltd. | |||
Jun. 2013 | Retired from Taiyo Koko Co., Ltd. | |||
Joined THE SUZUKI MENTHOL CO., LTD. as Advisor | ||||
Shinichi Takahata | Aug. 2013 | Director and General Manager of General Affairs Dept. | ||
(December 3, 1969) | Aug. 2015 | Managing Director | - | |
Reappointment | ||||
Jun. 2017 | Outside Director of Taiyo Koko Co., Ltd. (current position) | |||
Outside | ||||
Independent | Aug. 2019 | Representative Director and President of THE SUZUKI | ||
MENTHOL CO., LTD. (current position) | ||||
Mar. 2021 | Audit & Supervisory Board Member of the Company | |||
(current position) | ||||
Significant concurrent positions outside the Company | ||||
Representative Director and President of THE SUZUKI MENTHOL CO., LTD. | ||||
Outside Director of Taiyo Koko Co., Ltd. | ||||
Reasons for nomination | ||||
After accumulating experience in the finance and accounting departments of a trading company and a company that manufactures | ||||
and sells ferroalloys, Shinichi Takahata is currently demonstrating his management skills as an officer of companies. Accordingly, | ||||
we have continued to nominate him as a candidate for outside Audit & Supervisory Board Member as we believe that he can apply | ||||
his knowledge on financial accounting and experience in corporate management to perform the duties of an Audit & Supervisory | ||||
Board Member from an independent perspective. At the conclusion of his current term of office, his tenure as outside Audit & | ||||
Supervisory Board Member of the Company will have been four years. | ||||
(Notes) 1. There is no special interest between the candidate and the Company. |
- Shinichi Takahata is a candidate for outside Audit & Supervisory Board Member.
- The Company has registered Shinichi Takahata as an Independent Audit & Supervisory Board Member as stipulated by Tokyo Stock Exchange, and if this proposal is resolved and approved as originally proposed, the Company will continue to register him as an Independent Audit & Supervisory Board Member.
- The Company has entered into an agreement with Shinichi Takahata limiting his liability for damages in accordance with Article 427, paragraph (1) of the Companies Act. If this proposal is resolved and approved as originally proposed, the Company plans to renew these agreements with him. The maximum amount of liability under this agreement is the amount provided for under laws and regulations.
- The Company has entered into the following Directors and Officers liability insurance (D&O insurance) contract as provided for in Article 430-3, paragraph (1) of the Companies Act, and the candidate will become insured under the said insurance contract if this proposal is resolved and approved as originally proposed. The Company plans to renew this
insurance contract with the same coverage on July 31, 2025, which is the midway of the candidate's term of office.
(i) | Details of insurance: | Directors and Officers liability insurance (D&O insurance) covers damages (legal |
indemnification, the litigation costs) suffered from claim for damages filed during | ||
the period of insurance, which is attributable to actions (including inaction) taken by | ||
corporate directors and officers in the course of business operation executed under | ||
their assumed positions. However, the D&O insurance does not cover the lawsuit | ||
filed against corporations and illegal acts. | ||
(ii) | Persons insured: | The Directors, Audit & Supervisory Board Members, Executive Officers, and the |
employees equivalent to the above-mentioned positions of the Company and its | ||
subsidiaries. |
- Premium payment obligation: The entire premium payment is borne by the Company.
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