Corporate Governance

Latest Update :
Jun.26, 2009

Basic Policy for Corporate Governance

Minebea has adopted the five principles as its basic policy for management, which are Minebea shall "be a company where our employees are proud to work", "earn and preserve the trust of our valued customers", "respond to our shareholders' expectations", "work in harmony with the local community", and "promote and contribute to global society". Under this basic management policy, Minebea's business objective is to fulfill its social responsibilities to the various stakeholders, such as shareholders, customers, the local community, global society, and employees, and maximize its corporate value. In order to achieve this business objective, Minebea has approached the enhancement and reinforcement of corporate governance as a key management theme. Also, in order to ensure the health of the management of the company and strengthen corporate governance, we are promoting the establishment, maintenance and expansion of an internal control system.

Basic Explanation of Company's Organization

We have a ten-member Director system in response to the need for highly strategic business judgments and timely action. At the same time, by having an executive officer system, we delegate significant authority from the Board of Directors to Executive Officers, and clearly divide the role of management / supervision functions from execution functions.

Moreover, aimed at obtaining advice on all aspects of our corporate management and strengthening the Board of Director's functions to supervise the organizations of execution, we include two external board members in the ten Board of Directors.

Furthermore, regarding the Board of Corporate Auditors, in order to strengthen and enhance its auditing functions, we have the Board of five members (including three external corporate auditors).

In addition to holding the Board of Corporate Auditors' meetings and attending the Board of Directors' meetings and other important meetings, the corporate auditors, in conjunction with the Independent Auditors, and the Internal Audit Department, audit domestic offices, subsidiaries, and overseas subsidiaries, to carry out auditing the activities of directors.

Go back to top of this page

Summary of Management Decisions, Supervision and Various Functions

(a) Supervision of Management

Minebea's Supervision of Management is done by the ten-member Board of Directors who will make significant strategic business judgments that can facilitate prompt and highly strategic decision making. We have included two external Board members in the Board of Directors aimed at obtaining advice of our corporate management and strengthening the Board of Directors' functions to supervise the organizations of execution.

(b) Execution Function of Management

The executive officer system delegates operational management authority to Minebea's executive officers to ensure the efficient performance and enhancement of business operations.

(c) Monitoring of Management

Minebea has built a monitoring system made of five corporate auditors, of which three are external corporate auditors.
Also, there are no titles for the Board members in order to enhance the monitoring of each Board member.

(d) Summary of each organization

(e) Overview of Operational Functions, Business Supervision and Internal Controls

The following section provides an overview of Minebea's operational and oversight functions as well as internal controls.

Go back to top of this page

Number of Directors

The Articles of Incorporation state that Minebea shall have no more than 10 Directors.

Necessary Resolutions for Selecting Directors

Minebea stipulates in its Articles of Incorporation that Directors shall be selected by a majority of those shareholders holding voting rights at shareholder meetings at which one-third or more of the shareholders holding voting rights are in attendance.

The Articles of Incorporation stipulates that Board members shall not be elected via cumulative voting.

Bodies Deciding Issues Such as Surplus Dividends

In order to maintain mobility of capital policy, Minebea stipulates in its Articles of Incorporation that surplus as defined by Company Law Article 454, Paragraph 5, can be distributed as dividend (interim dividend) upon resolution of the Board of Directors.

Bodies Deciding Treasury Stock Acquisition

In order to quickly address change in the management environment, and pursuant to Company Law Article 165, Paragraph 2, Minebea stipulates in its Articles of Incorporation that it has the right to acquire treasury stock when so decided at a Board of Directors meeting.

Requirements for Special Resolutions at General Shareholders Meetings

In order to ensure that the will of shareholders with voting rights is reflected in proposals requiring special resolutions, Minebea stipulates in its Articles of Incorporation these proposals shall be passed by a two-thirds majority of those shareholders holding voting rights at shareholder meetings defined by Company Law Article 309, Paragraph 2, attended by one-third or more of the shareholders holding voting rights.

Enhancement of Internal Control System

Based on the "Basic Policy for Internal Control System", Minebea has comprehensively implemented such systems as the compliance system, information storage system, risk management system, efficiently performing duties system, group company control system, and auditing system, and is working to further strengthen them. (For details, please refer to "Basic Policy for Internal Control System and its Enhancement Situation.")
On June 1, 2009, Minebea established the CSR Promotion Division with an eye to further boosting its internal control system. Comprised of the Internal Auditing Office, Internal Control Promotion Office, and Compliance Office, the new division is working to seamlessly integrate Minebea's systems for internal controls and financial reporting with Company Law.

Basic Policy for Internal Control System and its Enhancement Situation

By establishing an internal control system that disciplines business management, we will reinforce corporate governance and strongly fulfill the company's social responsibilities, as well as further increase corporate value.
For this purpose, in order to ensure the health of the management of the company, Minebea has resolved the basic policies for the internal control system, based on the Company Law, at the Board of Directors Meeting.

(Structure of Internal Control System, etc.)

(a) Structure to assure that Board Members', Executive Officers' and employees' execution of duties conform to laws and articles of incorporation (Compliance system)

1. Minebea has set up a management structure regarding compliance and established a Minebea Group Code of Conduct in order to have group company Directors, Executive Officers and Employees follow laws, articles of incorporation and corporate philosophy.
2. This Group Code of Conduct has set the specific standards that have to be observed for labor, safety and health, environment protection, and ethical management. In order to enforce this, the Compliance Committee was established to control the Group's compliance efforts in a cross-section manner, as well as educating officers and staff members.
3. The Minebea Group will have nothing to do with antisocial influences that threaten social order or safety. It will not acquiesce to unreasonable demands, and it will work uncompromisingly in cooperation with external authorized institutions such as police and lawyers.
4. The activities of the Compliance Committee will be reported regularly or accordingly to the Board of Directors.
5. External directors in the Board of Directors will be appointed in order to have the check-and-balance system that assures the legality of the Board Members' execution of duties.

(b) Storage and management of information related to execution of duties by Board Members and Executive Officers (information storage system)

1. The Board of Directors has established the Minebea Group Document Management Rules for maintaining documents (including electronic records) and other relevant materials.
2. If the documents should be kept for a certain period of time or at a certain location, the preservation period and location must follow these rules except in cases where there are specific provisions in any law. The documents are stored by a method as it can be viewed within 2 days, if there is an inspection request from a Board Member or Corporate Auditor.

(c) Rules for Risk of Loss Management and other Structures (Risk Management Structure)

1. Minebea established "Minebea Group Basic Regulations for Risk Management" that systematically sets up risk management. The Chief Officer of the risk management of Minebea Group shall be the Representative Director, President and Chief Executive Officer, and the Risk Management Committee is under his direct control.
2. Based on these Regulations, the individual risks will be monitored continuously by each responsive organization, and we also assume and classify specific risks in advance, and develop a quick, adequate communication and emergency structure in case of an emergency.
3. The Risk Management Committee will regularly review above structure, verify specific items and report the status of risk management including such verification results to the Board of Directors regularly, or whenever necessary.

(d) Structure that assures the execution of duties by the Board Members and Executive Officers are efficiently done (system for an Efficient Execution of Duties)

1. Minebea has a ten-member Director system to facilitate prompt and strategic decision making. At the same time, by introducing an Executive Officer system, we have delegated significant authority from the Board of Directors to Executive Officers, clearly divide the role of management / supervision functions from execution functions, and heighten the organization's agility.
2. While everyone at Minebea shares the same vision in working toward a common goal, the leaders of each business headquarters, business unit and division decide on their own specific targets and how to achieve them.
   Their performance results are converted into verifiable data via an IT system and are regularly reviewed by the Board of Directors after being analyzed by each relevant business headquarters, business unit and division. Leveraging the inherent strength of this process, enables us to sweep away obstacles to efficiency, bring everyone closer to achieving their goals, and lay a solid foundation upon which we can build a more efficient organization.

(e) Structures to ensure that the Operations of the Company's and its Affiliated Companies are adequate (Management of Group Companies)

1. Minebea's business headquarters, business units and divisions take all necessary steps to provide effective guidance on group company business operations.
2. Our common commitment to legal and ethical standards is reflected in the Minebea Group Code of Conduct.
3. In order to increase the effects of the internal control system audits for Group Companies currently done by the Corporate Auditors, we maintain a cooperative posture toward the Corporate Auditors.
4. We set numerical goals for each group company, review them regularly, and provide relevant organizations with feedback after performing a thorough performance review.
5. The Internal Auditing Office regularly audits the Group Companies.

(f) Structures to ensure that the Audits by the Corporate Auditors are effective (Audit System matters)

1. Issues concerning when a Corporate Auditor requests for an employee to assist him/her.
   When such employee is required, he/she is properly set, and we assist the audit.
2. Independence from the Board of Directors of the employee mentioned in the preceding paragraph 1. hereof
   • (1) The audit support by such employee is done under the Corporate Auditor's directions and orders.
   • (2) The Board of Corporate Auditors' opinion is respected on the personnel changes and personnel evaluation regarding such employee.
3. Structure of Board Members', Executive Officers' and employees' report to the Corporate Auditor, and other reporting structure to the Corporate Auditor
   • (1) The Board Members report the following to the Board of Corporate Auditors
     (i) Matters discussed at the Senior Executive Officers Council
     (ii) Matters that might cause the company a significant loss
     (iii) Monthly business conditions that is important
     (iv) Important matters regarding internal audit status and risk management
     (v) Significant violations of law or articles of incorporation
     (vi) Status of calls to the compliance hotline and its contents
     (vii) Other important matters related to compliance
     (viii) Matters related to request for approval decided by Board Members or Executive Officers
     (ix) Agreements executed by Board Members or Executive Officers?
     (x) Matters related to litigations
   • (2) Executive officers directly report (ii) through (v) in the previous paragraph (1) hereof to the Board of Corporate Auditors.
     Also, if the employee discovers a significant fact related to (ii) and (v) in the previous paragraph (1) hereof, he/she may directly report it to the Board of Corporate Auditors
4. Other matters in order to ensure the efficiency of the Corporate Auditors audit
   • (1) The Corporate Auditor has an opportunity to interview Board Members, Executive Officers and important employees, as well as hold informal meetings regularly with Representative Director, President and Chief Executive Officer and the Independent Auditor respectively.
   • (2) The Internal Auditing Office carries out the internal audit items requested by the Corporate auditors based on discussions with the Corporate Auditors and reports those results to the Corporate Auditors.

Go back to top of this page

Internal Audits, Audits by Corporate Auditors and Accounting Audits

Internal audits are conducted by the Internal Auditing Office, which has been established under the CSR Promotion Division. Internal audits are designed to correct nonconforming or inappropriate operational procedures and improve the quality and efficiency of operations in accordance with internal audit regulations.
The Board of Corporate Auditors is comprised of five members (three standing corporate auditors and two corporate auditors), three of which are external corporate auditors. The corporate auditors, working in line with the audit policy laid down by the Board of Corporate Auditors, attend Board of Directors' meetings and other key meetings. They also work in conjunction with the Internal Auditing Office to audit domestic offices, subsidiaries, and overseas affiliates, as well as the activities of the directors through an audit inspection of business operations and assets.

The Board of Corporate Auditors meets with Minebea's independent auditor, KPMG AZSA & Co., four times a year to confirm information regarding the performance of audit systems, plans and implementation, as well as to exchange opinions. In witnessing the financial audits of domestic offices and subsidiaries, as well as overseas subsidiaries, the Board is also able to get a clear picture of Minebea's financial status on a regular basis.

Financial audits are conducted by KPMG AZSA & Co. on the basis of an audit contract with Minebea and pursuant to the Company Law and the Financial Instruments and Exchange Law. The most recent financial audit of Minebea was performed by certified public accountants, Toshiharu Kawai, Yoshihiko Nakamura, and Danya Sekiguchi, who were assisted by four other certified public accountants and 16 assistant certified public accountants. The Board of Auditors reviews the details of the audit contract and compensation packages for the financial auditors to ensure the integrity of the auditing process by verifying the independence of the audit company.

Outline of External Directors' and External Corporate Auditors' Personal Relationships, Capital or Bushiness Relationships and Other Interests

Of the Company's two external directors, Takashi Matsuoka is senior managing director of Keiaisha Co., Ltd. Keiaisha Co., Ltd. is a shareholder which owns a 3.76% interest in the Company, and at the same time, does business with the Company on a regular basis. Regarding the Company's external Corporate Auditors, there are no applicable matters.

Compensation for Directors and Corporate Auditors

Compensation for Minebea's directors and corporate auditors for the year ended March 31, 2009 was as follows.

Go back to top of this page

Limiting Liability of Directors and Corporate Auditors

Pursuant to Company Law Article 426, Paragraph 1, Minebea stipulates in its Articles of Incorporation that the Board of Directors has the authority to limit liability of Directors and Corporate Auditors (including former Directors and Corporate Auditors) for compensation of damages for acts defined in Company Law Article 423, Paragraph 1. This is in order to create an environment in which Directors and Corporate Auditors perform their full capacity to carry out the duties which are expected of them.

Content and Summary of Contracts Limiting Liability

A contract pursuant to Company Law Article 427, Paragraph 1, is in force between the External Directors, the External Corporate Auditors and Minebea. This contract limits compensation for damages detailed in Company Law, Article 423, Paragraph 1. The maximum amount of compensation for damages based on this contract is prescribed by law. In addition, these limitations on liability are limited to situations when the External Directors and External Corporate Auditors' duties which are the cause of the liability are well intentioned and lacking in negligence.

Compensation for Independent Auditors

Other Compensation

Our consolidated subsidiary, NMB-Minebea Thai Ltd. paid 98 million yen to KPMG Phoomchai Audit Ltd., which belongs to the same KPMG network as KPMG AZSA & Co., as compensation for certification services. NMB (USA) Inc. paid 106 million to KPMG LLP as compensation for certification services. Minebea Electronics & Hi-Tech Components (Shanghai) Ltd. paid 28 million yen to KPMG Huazhen as compensation for certification services.

Non-auditing Services Provided by Independent Auditors

We provide compensation to Independent Auditors for non-auditing services including financial investigations as well as training related to internal control systems and International Financial Reporting Standards (IFRS).

Policy on Determining Compensation for Independent Auditors

The Group has no policy for determining compensation for auditors.

Countermeasures to Large-Scale Acquisitions of Minebea Shares (Takeover Defense Measures)

At its board of directors meeting held on May 8, 2008, Minebea Co., Ltd. (the "Company") board of directors determined a basic policy regarding persons who control decisions on the Company's financial and business policies (the "Basic Policy") and resolved to introduce its plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) (the "Plan") as a measure to prevent decisions on the Company's financial and business policies from being controlled by persons deemed as inappropriate under the Basic Policy. The Plan was initially in effect until the end of the Company's 62nd ordinary general shareholders meeting held on June 27, 2008 when the shareholders decide whether to approve the renewal of the Plan. The Plan was approved and put in effect until the end of the Company's 65th ordinary general shareholders meeting to be held in June, 2011.

(a) Basic Policy regarding Persons Who Control Decisions on the Company's Financial and Business Policies

The Company believes that the persons who control decisions on the Company's financial and business policies need to be persons who fully understand the details of the Company's financial and business affairs and the source of the Group's corporate value and who will make it possible to continually and persistently ensure and enhance the Group's corporate value and, in turn, the common interests of its shareholders.
The Company believes that ultimately its shareholders as a whole must make the decision on any proposed acquisition that would involve a transfer of corporate control of the Company. Also, the Company would not reject a large-scale acquisition of the shares in the Company if it would contribute to the corporate value of the Group and, in turn, the common interests of its shareholders.
Nonetheless, there are some forms of corporate acquisition that benefit neither the corporate value of the target company nor the common interests of its shareholders including without limitation, those with a purpose that would obviously harm the corporate value of the target company and the common interests of its shareholders, those with the potential to substantially coerce shareholders into selling their shares, those that do not provide sufficient time or information for the target company's board of directors and shareholders to consider the details of the large-scale acquisition or for the target company's board of directors to make an alternative proposal and those that require the target company to discuss or negotiate with the acquirer in order to procure more favorable terms for shareholders than those presented by the acquirer.
In order for the Group to ensure and enhance the corporate value and, in turn, the common interests of its shareholders, it is necessary for the Group to efficiently and continuously develop new products, cultivate new markets and revolutionize production technology in the mid- to long-term based on the Group's original vertically integrated manufacturing system, drive to be a company that leads the competition through manufacturing and technological excellence based on advanced ultra-precision machining technology and mass production techniques for mechatronic products that are the source of the Group's corporate value.
Unless the acquirer in a proposed large-scale acquisition of the shares in the Company understands the source of the corporate value and the characteristics that are indispensable to enhance the corporate value of the Group, as well as the details of the financial and business affairs of the Company, and will ensure and realize these elements over the medium-to-long-term, the corporate value of the Group and the common interests of its shareholders would be harmed.
Therefore, the Company believes that persons who would make a large-scale acquisition of the shares in the Company in a manner that does not contribute to the corporate value of the Group or the common interests of its shareholders would be inappropriate to become persons who control decisions on the Company's financial and business policies. The Company believes that it is necessary to ensure the corporate value of the Group and, in turn, the common interests of its shareholders by taking the necessary and reasonable countermeasures for the purpose of deterring acquisitions that are detrimental to the corporate value of the Group and, in turn, the common interests of its shareholders.

(b) Special measures for Realization of Basic Policy

The Group's business objective is to fulfill its social responsibilities to the various stakeholders, such as shareholders, business partners, local communities, the international society and employees, and maximize its corporate value.
While the Group fully endeavors to realize its direction and vision set forth in the middle-term business plan ending in the 2010 March Term as well as to achieve the target for the plan of the current fiscal year, it will improve and enhance decision making and execution bodies relevant to corporate management to promote the establishment, maintenance and development of its internal control system in order to strengthen the corporate governance.

(c) Measures to prevent control over decisions on the Company's financial and business policies by persons deemed as inappropriate under the Basic Policy

The Company established at its board of directors meeting held on May 8, 2008 a basic policy regarding persons who control decisions on the Company's financial and business policies and introduced a plan of countermeasures against large-scale acquisitions of the shares in the Company (takeover defense measures) (hereinafter referred to as the "Plan") as a measure to prevent decisions on the Company's financial and business policies from being controlled by persons deemed as inappropriate under the Basic Policy, and the Plan was proposed, resolved and approved at the 62nd Ordinary General Meeting of Shareholders that was held on June 27, 2008. The specific measures to prevent control over decisions on the Company's financial and business policies by persons deemed as inappropriate under the Basic Policy are as stated below. Please refer to "Approval of Renewal of Countermeasures to Large-Scale Acquisitions of Minebea Shares (Takeover Defense Measures)"

1. Purpose of Plan
   The purpose of the Plan is to ensure and enhance the corporate value of the Group and, in return, the common interests of its shareholders by deterring acquisitions that are detrimental to the corporate value of the Group and the common interests of its shareholders by ensuring that all shareholders have the necessary and adequate information and time to make appropriate decisions in the case of large-scale acquisitions of the shares in the Company, and by securing the opportunity to negotiate with the acquirer or through similar actions.
2. Targeted Acquisitions
   The Plan will be applied in cases where (1) a purchase or other acquisition that would result in the holding ratio of share certificates of a holder amounting to 20% or more of the share certificates issued by the Company, (2) a tender offer that would result in the ownership ratio of share certificates of share certificates of the party conducting the tender offer and the ownership ratio of share certificates of a person having a special relationship after the tender offer totaling at least 20% of the share certificates issued by the Company, or any similar action, or a proposal for such action (except for those separately approved by the Company's board of directors; the "Acquisition") takes place. The party effecting the Acquisition (the "Acquirer") shall follow the procedures set out beforehand in the Plan.
3. Request to the Acquirer for the Provision of Information, Consideration and Recommendation by the Independent Committee, Resolutions of the Board of Directors, etc.
   The Company will require any Acquirer conducting an Acquisition to submit to the Company before effecting the Acquisition, necessary information for examination of the Company and an undertaking that the Acquirer will comply with the procedures established under the Plan. The Plan is monitored by an independent committee (currently a three-member committee composed of an outside director, an outside corporate auditor and an outside expert, who are highly independent from the management of the Company) which will be provided with information from the Acquirer, opinion and materials supporting such opinions and an alternative proposal (if any) from the Company's board of directors. The Independent Committee may at the cost of the Company obtain advice from independent third parties (including financial advisers, certified public accountants, attorneys, consultants or any other experts). The Independent Committee should conduct its consideration of the Acquisition terms, collection of information on the materials such as the business plans of the Acquirer and the Company's board of directors and comparison thereof, and consideration of any alternative plan presented by the Company's board of directors, discussion and negotiation with the Acquirer, disclosure of information, etc.
   If after the consideration, discussion and negotiation with the Acquirer, etc., the Independent Committee determines that the Acquisition by the Acquirer falls under any of the conditions established for the implementation of the gratis allotment of Stock Acquisition Rights, such as it does not comply with the procedures set forth in the Plan, or will cause apparent infringement on the Minebea Group's corporate value and interest of Minebea and its shareholders, and that the implementation of the gratis allotment of Stock Acquisition Rights is reasonable, the Independent Committee will recommend the implementation of the gratis allotment of Stock Acquisition Rights to Minebea's Board of Directors according to the Rules of the Independent Committee. The Minebea Board of Directors will pass a resolution relating to the implementation or non-implementation of a gratis allotment of Stock Acquisition Rights respecting to the maximum extent any recommendation from the Independent Committee. Once the Minebea Board of Directors passes the resolution, it will promptly disclose an outline of the resolution, and any other matter that it deems appropriate for disclosure.
4. Outline of the Gratis Allotment of Stock Acquisition Rights
   The Company will allot Stock Acquisition Rights to those shareholders who are listed on its final register of shareholders on the Allotment Date, at a ratio of one Stock Acquisition Right for every one share in the Company held.The number of shares in the Company to be acquired upon exercise of each Stock Acquisition Right shall, in principle, be one share. The amount per share in the Company to be contributed upon exercise of the Stock Acquisition Rights will be an amount separately determined in the Gratis Allotment Resolution within the range of a minimum of one yen and a maximum of the amount equivalent to one-half of the fair market value of one share in the Company during a period from one month to three months long as separately determined in the Gratis Allotment Resolution.
   As a general rule, the following parties may not exercise the Stock Acquisition Rights (the parties falling under (1) through (6) below shall collectively be referred to as "Non-Qualified Parties"):
   (1) Specified Large Holders; a party who is a holder of share certificates issued by the Company and whose holding ratio of share certificates is at least 20% (including any party who is deemed to fall under the above by the Company's board of directors)
   (2) Joint Holders of Specified Large Holders;
   (3) Specified Large Purchasers; a person who makes a public announcement of purchase of share certificates issued by the Company through a tender offer and whose ratio of ownership of share certificates is at least 20% when combined with the ratio of ownership of share certificates of a person having a special relationship (including any party who is deemed to fall under the above by the Company's board of directors)
   (4) Persons having a Special Relationship with Specified Large Purchasers;
   (5) Any transferee of, or successor to, the Stock Acquisition Rights of any party falling under (1) through (4) without the approval of the Company's board of directors; or
   (6) Any Affiliated Party of any party falling under (1) through (5).
   Any acquisition of the Stock Acquisition Rights by assignment requires the approval of the Company's board of directors. At any time on or before the date immediately prior to the Exercise Period Commencement Date, the Company may acquire all of the Stock Acquisition Rights without consideration. The Company may also acquire all of the Stock Acquisition Rights that have not been exercised before or on the day immediately prior to date determined by the Company's board of directors, that are held by parties other than Non-Qualified Parties and, in exchange, deliver shares in the Company in the number equivalent to the number of the Applicable Number of Shares for every one Stock Acquisition Right.
5. Effective Period of the Plan
   The effective period of the Plan shall be the period until the conclusion of the ordinary general meeting of shareholders relating to the final fiscal year ending within three years after the conclusion of the 62nd Shareholders Meeting held on June 27, 2008. However, if, before the expiration of the effective period, the Company's shareholders meeting or board of directors passes a resolution to abolish the Plan, the Plan will be abolished at that time.
6. Impact on Shareholders and Investors Upon Introduction of the Plan
   Even after introduction, if no actual gratis allotment of Stock Acquisition Rights is implemented, the Plan will have no direct or material impact on shareholders and investors. When the Company's board of directors passes a resolution for a gratis allotment of Stock Acquisition Rights, there may be a case that the shares the Company's shareholders hold in the Company may be diluted if they do not properly follow the procedures for Exercising Stock Acquisition Rights. However, if the Company acquires the Stock Acquisition Rights of shareholders and, in exchange, deliver shares in the Company, in principle, there will be no subsequent dilution of the shares in the Company they hold.

(d) Decisions and Reasoning of the Company's Board of Directors regarding Above Measures

The Company has implemented such measures as establishing the mid-term business plan, strengthening its corporate governance practices and maintaining stable shareholder return policy to continually and persistently enhance the Group's corporate value and the common interests of the Company's shareholders. These measures will indisputably contribute to the realization of the Basic Policy.
The Plan is a mechanism to maintain the corporate value of the Group and the common interests of its shareholders when the Acquisition is to be effected. Therefore, the Plan is in compliance with the Basic Policy.
The Company believes that the Plan would not be detrimental to the common interests of the Company's shareholders, and that it has not been implemented for the purpose of maintaining the positions of the directors and the statutory auditors of the Company due to the reasons that the Plan fully satisfies the three principles set out in "the Guidelines Regarding Takeover Defense for the Purposes of Ensuring and Enhancing Corporate Value and Shareholders' Common Interests", that it was resolved by the Company's 62nd ordinary general shareholders meeting, put in effect for the following three years and may be abolished at any time when the Company's shareholders meeting or board of directors passes a resolution to abolish it so that it places high value on the intent of shareholders, that the Independent Committee composed of an outside director and others was set up and it would make substantive determinations as to whether or not to trigger the Plan, that the Independent Committee may obtain the advice of independent third parties at the cost of the Company, etc.

It ends about main text.

Go back to top of this page

• Terms and Conditions
• Security
• Protection of Personal Information