Response to Large-Scale Purchase Actions under the ESV Plan
First written in FY2016. 8 of 11 entries say "Restated". Latest entry: FY2021.
- FY2021RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
The Company reconfirmed its policy of responding individually within the scope of applicable laws and regulations following the abolition of the ESV Plan. - FY2020-Q3RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations. In expressing and disclosing the Board's opinion and other views, the Company will establish an independent committee comprising outside directors and outside audit & supervisory board members to ensure objectivity, seek the committee's advice on the Board's opinion, and give maximum respect to its recommendations.」
The Company reconfirmed, as individual measures following the abolition of the ESV Plan, requesting information from an acquirer, expressing and disclosing the Board's opinion, securing time for consideration, and using an independent committee. - FY2020-Q1RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
The Company reconfirmed its policy of responding individually within the scope of applicable laws and regulations and expressing and disclosing the Board of Directors' opinion following the abolition of the ESV Plan. - FY2019RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
The Company reconfirmed its individual response within the scope of applicable laws and regulations and its use of an independent committee following the abolition of the ESV Plan. - FY2019-Q3RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations. In expressing and disclosing the Board's opinion and other views, the Company will establish an independent committee comprising outside directors and outside audit & supervisory board members to ensure objectivity, seek the committee's advice on the Board's opinion, and give maximum respect to its recommendations.」
The Company reconfirmed, as individual measures following the abolition of the ESV Plan, requests for information, expression and disclosure of the Board's opinion, securing time for consideration, and use of an independent committee. - FY2019-Q1RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations. In expressing and disclosing the Board's opinion and other views, the Company will establish an independent committee comprising outside directors and outside audit & supervisory board members to ensure objectivity, seek the committee's advice on the Board's opinion, and give maximum respect to its recommendations.」
The Company reconfirmed, as individual measures following the abolition of the ESV Plan, requests for information, expression and disclosure of the Board's opinion, securing time for consideration, and use of an independent committee. - FY2018-Q2RestatedAnnual report
「Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations. In expressing and disclosing the Board's opinion and other views, the Company will establish an independent committee comprising outside directors and outside audit & supervisory board members to ensure objectivity, seek the committee's advice on the Board's opinion, and give maximum respect to its recommendations.」
The Company reconfirmed, as individual measures following the abolition of the ESV Plan, requests for information, expression and disclosure of the Board's opinion, securing time for consideration, and use of an independent committee. - FY2018-Q1ReframedAnnual report
「After carefully considering the opinions of shareholders, including institutional investors in Japan and overseas, recent developments concerning takeover defense measures, and the spread of the Corporate Governance Code, while closely monitoring changes in the external environment, the Company decided not to continue this response policy and to abolish it after the end of fiscal 2016. Going forward, when a person seeks to make a large-scale purchase of the Company's shares, the Company will request the necessary and sufficient information for shareholders to make an appropriate decision, express and disclose the Board of Directors' opinion and other views, and seek to secure time for shareholders' consideration, while taking appropriate measures within the scope permitted by the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations.」
After abolishing the ESV Plan, the Company organized its response around individual measures within the scope of applicable laws and regulations, including requesting information from an acquirer, expressing and disclosing the Board's opinion, and securing time for consideration. - FY2017-Q3DroppedAnnual report
「At a Board of Directors meeting held on 22 December 2016, the Company decided not to continue the ESV Plan after the end of fiscal 2016 and to abolish it, and on the same date disclosed "Non-Continuation (Abolition) of the Response Policy (Takeover Defense Measure) Concerning Large-Scale Purchases of the Company's Shares."」
The Company disclosed its decision not to continue and to abolish the ESV Plan, which had previously been continued, after the end of fiscal 2016. - FY2017-Q1RestatedAnnual report
「The Board of Directors decided each year to continue the ESV Plan, including on 28 April 2015, and further resolved at a Board meeting held in April 2016 to continue the ESV Plan.」
The Company reconfirmed the continuation of the ESV Plan, its policy for responding to large-scale purchases. - FY2016First statedAnnual report
「At a Board of Directors meeting held on 28 April 2005, the Company decided on a response policy, the ESV Plan, comprising rules concerning large-scale purchases of the Company's shares, referred to below as the Large-Scale Purchase Rules. The Board subsequently decided each year to continue the ESV Plan, including on 28 April 2015, and resolved at a Board meeting held in April 2016 to continue the ESV Plan.」
The Company continued its policy covering acquisitions of 20% or more of voting rights, including information provision, an evaluation period and countermeasures when necessary.