On the conclusion of the 147th Annual General Shareholders' Meeting
June 29, 2011
On June 29, 2011, the following agenda was proposed at the 147th Annual General Shareholders' Meeting. All agenda items discussed at the meeting were approved as proposed.
- Appropriation of retained earnings
A year-end dividend of ¥14.0 per share was agreed upon.
- 12 directors appointed
Ten members of the previous board of directors — Messrs. Michio Kariya, Makoto Kimura, Kyoichi Suwa, Kazuo Ushida, Masami Kumazawa, Toshiyuki Masai, Yasuyuki Okamoto, Norio Hashizume, Kenji Matsuo and Koukei Higuchi — were reappointed as directors. Messrs. Junichi Itoh and Kenichi Kanazawa were newly appointed. Messrs. Kenji Matsuo and Koukei Higuchi are external directors as defined by the Corporation Law.
- Appointment of three corporate auditors
Messrs. Yoshimichi Kawai, Haruya Uehara and Hiroshi Hataguchi were newly appointed as corporate auditors. Messrs. Haruya Uehara and Hiroshi Hataguchi are external corporate auditors, under the Corporation Law.
- Presentation of retirement benefits to retiring director and corporate auditors; and settlement of the retirement benefits resulting from the termination of the Company’s retirement benefits plan for directors and auditors
Retirement benefits will be permitted for the retiring director, Mr. Ichiro Terato, and the three retiring corporate auditors, Messrs. Mamoru Kajiwara, Toyoshi Nakano and Masatoshi Kamijyo, for services rendered during their terms in office, in keeping with the company' prescribed standards. Decisions regarding amounts, dates and methods of payment for the retiring director will be left to the discretion of the board of directors. Decisions regarding amounts, dates and methods of payment for the retiring corporate auditors will be left to the discretion of the board of directors for their services as directors, and to the council of corporate auditors for their services as auditors.
Likewise, retirement benefits are extended to the aforementioned ten reappointed directors, two new auditors, and Mr. Yoshimichi Kawai who is newly appointed as auditor after retirement from directorship. These payments are made according to the standards of the Company, to reward efforts and achievements of the recipients during their services in office until the end of the 147th fiscal term. Decisions regarding amounts and methods of payment to directors will be left to the discretion of the board of directors, while such decisions regarding auditors will be left to the discretion of the council of corporate auditors. The schedule for payments derived from the termination of the retirement benefits plan will be activated after the retirement dates of directors, auditors and officers.
- Payment of bonuses to directors
Based on business performance for the 147th fiscal term and other criteria, it was determined that compensation to the ten board of directors members (excluding two external directors) serving at the end of the 147th term would total 164,220,000 yen.
- Review of amount of compensation for directors and auditors
The total amount of compensation to the board of directors members was reviewed and fixed at 650 million yen (not including interlocking directorates employee compensation) annually, replacing the previous monthly allowances and provision of stock acquisition rights in the form of stock options. The total amount of compensation to auditors was also reviewed and fixed at 100 million yen annually, replacing the previous monthly allowances.
It was determined that, in each fiscal year, stock acquisition rights in the form of stock options would be allotted to members of the aforementioned board of directors (excluding external directors) as share warrants for the maximum annual amount of 170 million yen (not including interlocking directorates employee compensation) on the condition that the same amount of compensation claims as the amount payable and the amount to be paid upon exercise of stock acquisition rights are offset, within the allotment limit of 3,200 in number of stock acquisition rights.
The information is current as of the date of publication. It is subject to change without notice.