Resolutions for the General Meeting of Shareholders
Ordinary (114th term)Appropriation of surplus
Election of 5 directors (excluding directors who are Audit and Supervisory Committee members)
Election of 4 Directors Serving as Audit and Supervisory Committee Members
Payment of directors’ bonuses
Issuance of share acquisition rights as stock options to the directors responsible for the execution of business, executive officers and equivalent personnel, and employees of the Company and its subsidiaries
Partial amendments to the Articles of Incorporation
Shareholder ProposalRemoval of 2 directors excluding directors who are Audit and Supervisory Committee members (Ishida (石田) and Kasuga (春日))
Shareholder ProposalRemoval of 2 directors who are Audit and Supervisory Committee members (Ohno (大野) and Yamazaki (山崎))
Shareholder Proposal
One shareholder submitted Proposals Nos. 6 through 8. Proposal No. 6 calls for introducing a mandatory retirement age for directors, Proposal No. 7 calls for the removal of Tateaki Ishida (石田建昭) and Hiroshi Kasugai (春日井博), and Proposal No. 8 calls for the removal of Tetsuji Ohno (大野哲嗣) and Joichi Yamazaki (山崎穣一). The Board of Directors opposes all of them.
A shareholder proposal is a resolution submitted by a shareholder, rather than by the company.| Item | Details |
|---|---|
| Type of shareholders' meeting | Ordinary (114th term) |
| Matters for resolution | Proposal 1: Appropriation of surplus, Proposal No. 2: Election of 5 directors (excluding directors who are Audit and Supervisory Committee members), Proposal No. 3: Election of 4 Directors Serving as Audit and Supervisory Committee Members, Proposal No. 4: Payment of directors’ bonuses, Proposal No. 5: Issuance of share acquisition rights as stock options to the directors responsible for the execution of business, executive officers and equivalent personnel, and employees of the Company and its subsidiaries, Proposal No. 6: Partial amendments to the Articles of Incorporation, Proposal No. 7: Removal of 2 directors excluding directors who are Audit and Supervisory Committee members (Ishida (石田) and Kasuga (春日)), Proposal No. 8: Removal of 2 directors who are Audit and Supervisory Committee members (Ohno (大野) and Yamazaki (山崎)) |
| Shareholder Proposal | One shareholder submitted Proposals Nos. 6 through 8. Proposal No. 6 calls for introducing a mandatory retirement age for directors, Proposal No. 7 calls for the removal of Tateaki Ishida (石田建昭) and Hiroshi Kasugai (春日井博), and Proposal No. 8 calls for the removal of Tetsuji Ohno (大野哲嗣) and Joichi Yamazaki (山崎穣一). The Board of Directors opposes all of them. |
| Director nominee | 9 candidates. Of the 5 directors who are not Audit and Supervisory Committee Members, 0 are new candidates and 2 are outside directors. Of the 4 directors serving as Audit and Supervisory Committee Members, 1 is a new candidate and 3 are outside directors. In total, there is 1 new candidate and 5 outside directors. |
Items this document does not state (2)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The stated reasons are to provide stable and continuous shareholder returns and enhance corporate value, apply the director candidates' knowledge and experience to management, oversight and audits, link bonuses to performance for the fiscal year, and align the interests of stock option recipients with those of shareholders to improve performance. The reasons given for opposing the shareholder proposals are that directors should be selected based on their qualifications and abilities rather than their age, and that the directors subject to removal have adequately fulfilled their responsibilities.