Date | Friday, June 24, 2022, from 10:00 a.m. |
Venue: | Head Office of the Company 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo |
Agenda 1: Partial amendments to the Articles of Incorporation (1)
(Amendments to enable general meetings of shareholders to be held without a designated location)
This proposal was approved and adopted as originally proposed.
On June 16, 2021, the “Act Partially Amending the Act on Strengthening Industrial Competitiveness, Etc.” was enforced, enabling listed companies to hold a general meeting of shareholders without a designated location (so-called virtual-only general meeting of shareholders) under certain conditions by stipulating them in their Articles of Incorporation. The Company&s basic policy is to hold a hybrid attendance-type virtual general meeting that combines a real general meeting of shareholders and a virtual general meeting of shareholders. However, the Company believes that it is important from a corporate risk management perspective to have the option of holding a virtual-only general meeting of shareholders in order to ensure the holding of a general meeting of shareholders and the continuation of business in the event of emergencies such as the occurrence of various infectious diseases and natural disasters in the future. Based on these considerations, necessary amendments have been made to the Articles of Incorporation of the Company to allow the Company to hold a virtual-only general meeting of shareholders only in emergency situations, such as the occurrence of various infectious diseases and natural disasters.
Agenda 2: Partial Amendments to the Articles of Incorporation (2)
(Amendments to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders)
This proposal was approved and adopted as originally proposed.
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, necessary amendments have been made to the Articles of Incorporation of the Company.
Agenda 3: Appropriation of surplus
This proposal was approved and adopted as originally proposed. (The year-end dividend is ¥13 per share)
Agenda 4: Election of eight (8) Directors
This proposal was approved and adopted as originally proposed.
Seven (7) Directors, Messrs. Yoshinori Yamashita, Seiji Sakata, Akira Oyama, and Masami Iijima, Ms. Mutsuko Hatano, and Messrs. Keisuke Yokoo and Sadafumi Tani were reelected and reassumed their offices, and one (1) Director, Mr. Kazuhiko Ishimura was newly elected and assumed his office.
Mr. Masami Iijima, Ms. Mutsuko Hatano, Messrs. Keisuke Yokoo, Sadafumi Tani and Kazuhiko Ishimura are Outside Directors.
Agenda 5: Payment of bonuses to Directors
This proposal was approved and adopted as originally proposed. Bonuses amounting to ¥29.69 million will be paid to five (5) Directors (excluding Outside Directors) in office during FY2021.
Video Message from Management
1.DIRECTORS
The Company&s Directors as of June 24, 2022 are as follows:
* | Director: | Yoshinori Yamashita |
Director: | Seiji Sakata | |
Director: | Akira Oyama | |
** | Director: | Masami Iijima |
** | Director: | Mutsuko Hatano |
** | Director: | Keisuke Yokoo |
** | Director: | Sadafumi Tani |
** | Director: | Kazuhiko Ishimura |
Note:* denotes a Representative Director.
** denotes Outside Directors.
2.AUDIT & SUPERVISORY BOARD MEMBERS
The Company&s Audit & Supervisory Board Members as of June 24, 2022 are as follows:
Audit & Supervisory Board Member (Full-time): | Kazuhiro Tsuji | |
Audit & Supervisory Board Member (Full-time): | Shinji Sato | |
** | Audit & Supervisory Board Member: | Yo Ota |
** | Audit & Supervisory Board Member: | Shoji Kobayashi |
** | Audit & Supervisory Board Member: | Yasunobu Furukawa |
Note:** denotes Outside Audit & Supervisory Board Members.