This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation.
Convocation Notice
Securities Code: 8572 (Date of dispatch) May 31, 2024 (Commencement date of measures for electronic provision of information) May 24, 2024
To Shareholders with Voting Rights
Masataka Kinoshita
President & CEO
ACOM CO., LTD.
9-1, Higashi Shinbashi 1-chome,
Minato-ku, Tokyo, Japan
CONVOCATION NOTICE FOR THE 47TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
We are pleased to inform you that the 47th Ordinary General Meeting of Shareholders of the Company will be held as described below.
In convening this General Meeting of Shareholders, the Company provides information contained in the reference documents, etc. for the general meeting of shareholders electronically (matters to be provided electronically), which is posted on the Company's website on the Internet. Please access the Company's website below to confirm the available information.
Company's website (https://www.acom.co.jp/corp/english/ir/stock/shareholders_meeting/)
In addition to the Company's website, the matters to be provided electronically have been posted on the website of the Tokyo Stock Exchange (TSE) and can be viewed by accessing the TSE website (TSE Listed Company Search) below, entering and searching the issue name (ACOM) or securities code (8572), selecting "Basic information" and "Documents for public inspection/PR information," and then check the field of "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."
TSE website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the General Meeting, you may exercise your voting rights via the Internet or in writing, so we kindly ask you to exercise your voting rights by 5:00 p.m. on Thursday, June 20, 2024, Japan time after a careful review of the Reference Documents for the General Meeting of Shareholders.
1. Date and Time: Friday, June 21, 2024, at 10:00 a.m. (Reception scheduled to open at 9:30 a.m.)
2. Place: | 15th floor, Tokyo Shiodome Building, located at 9-1, Higashi Shinbashi 1-chome, |
Minato-ku, Tokyo, Japan |
Live Steaming of General Meeting of Shareholders
We will live stream this General Meeting of Shareholders via the Internet and will accept questions on this General Meeting of Shareholders in advance of the meeting. For more details, please refer to the Guidance on Live Streaming of General Meeting of Shareholders.
1
3. Agenda of the Meeting: Matters to be reported:
Matters to be resolved: Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
- The Business Report, Consolidated Financial Statements, and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 47th fiscal year (from April 1, 2023, to March 31, 2024)
- Non-consolidatedFinancial Statements for the 47th fiscal year (from April 1, 2023, to March 31, 2024)
Dividends from Surplus
Election of Seven Directors (Excluding Those Serving as Audit and Supervisory Committee Members)
Election of One Director Serving as an Audit and Supervisory Committee Member
2
Reference Documents for General Meeting of Shareholders
Proposal No. 1: Dividends from Surplus
We position returns of profit to shareholders as one of our management issues, and our basic policy is to "increase shareholder returns based on high profitability and appropriate capital adequacy."
The Company proposes to pay a year-end dividend for the 47th fiscal year as follows.
Matters concerning the year-end dividend
- Type of dividend property Cash
- Matters concerning the distribution of dividend property and the total amount to be distributed
6 yen per share (common stock) | Total amount: 9,399,683,868 yen |
- Effective date of dividends from surplus June 24, 2024
3
Proposal No. 2: Election of Seven Directors (Excluding Those Serving as Audit and Supervisory Committee Members)
All six Directors (excluding those serving as Audit and Supervisory Committee Members; the same shall apply hereinafter in this proposal) will complete their terms of office at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, in order to further reinforce the supervisory function, the Company proposes that the number of Outside Directors be increased by one and that seven Directors be elected.
We have received an opinion from the Audit and Supervisory Committee to the effect that there were no matters of concern with respect to this proposal.
Candidates for Directors are as follows.
List of candidates for Directors:
No. | Name | Current position and assignment at the Company | Remarks |
and significant concurrent positions | |||
1 | Shigeyoshi Kinoshita | Chairman | Reappointed |
2 | Hiroshi Naruse | Deputy Chairman | Reappointed |
In charge of Internal Audit Department | |||
3 | Masataka Kinoshita | President and Chief Executive Officer | Reappointed |
Deputy President and Deputy Chief Executive Officer | |||
4 | Takashi Kiribuchi | Head of System Development & Administration Division | Reappointed |
In charge of Corporate Planning Department, System | |||
Development Department, System Operation Department, | |||
System Planning Office, and System Management Office | |||
Senior Managing Director and Senior Executive Managing | |||
Officer | |||
5 | Tomomi Uchida | In charge of General Affairs Department, Credit Supervision | Reappointed |
Department, and Compliance for Credit Supervision Office | |||
(Significant concurrent positions) | |||
Director of GeNiE Inc. | |||
Director | |||
(Significant concurrent positions) | |||
Managing Corporate Executive, Group Head and CDTO, | |||
Retail & Digital Business Group of Mitsubishi UFJ Financial | |||
6 | Tadashi Yamamoto | Group, Inc. | Reappointed |
Member of the Board of Directors, Managing Executive | |||
Officer, Unit Head, and CDTO (CEO), Retail & Digital | |||
Business Group (in charge of Digital Service Planning | |||
Division) of MUFG Bank, Ltd. | |||
Director of Biz Forward, Inc. | |||
(Significant concurrent positions) | |||
Trustee of The Society for the Consumers of Kansai (scheduled | Newly appointed | ||
7 | Michelle Tan | to retire) | Outside Director |
Director of IntaSect Research Institute, Inc. | |||
Independent | |||
President of OSAKA CONSUMERS' CO-OPERATIVE | |||
Director | |||
UNION (scheduled to retire) | |||
Director of Ethical Business Research Institute |
4
No. | Name (date of birth) and | Career summary, position, assignment | |||
other remarks | and significant concurrent positions | ||||
April 1973 | Joined Marubeni Corporation | ||||
Reappointed | April 1978 | Joined Japan Consumer Finance Co., Ltd. | |||
Shigeyoshi Kinoshita | December 1980 | Joined the Company | |||
(April 14, 1949) | February 1983 | Director and Chief General Manager, General Affairs | |||
Department of the Company | |||||
Cumulative years of service as | May 1984 | Director and Chief General Manager, Accounting | |||
Department of the Company | |||||
Director of the Company: | |||||
August 1986 | Managing Director of the Company | ||||
41 years | |||||
June 1988 | Managing Director and Head of Business Promotion | ||||
Record of attendance at the | Division of the Company | ||||
Board of Directors meetings in | October 1991 | Representative and Senior Managing Director of the | |||
the fiscal year ended March | October 1992 | Company | |||
1 | 31, 2024: | Representative and Senior Managing Director and Head | |||
Attendance at | of the Loan Sales Division of the Company | ||||
October 1996 | Representative Director and Deputy President of the | ||||
12 out of 12 meetings | |||||
(100%) | Company | ||||
June 2000 | Representative Director and President of the Company | ||||
Number of shares of the | June 2003 | President and Chief Executive Officer of the Company | |||
Company held: | June 2010 | Chairman, President and Chief Executive Officer of the | |||
3,507,260 shares | Company | ||||
June 2021 | Chairman of the Company (to present) | ||||
(Reason for nomination as a candidate for Director) | |||||
As Director, Mr. Shigeyoshi Kinoshita has an excellent track record of serving as the driving force of the | |||||
Company and the Group for a number of years, backed by his wealth of experience and sophisticated insight | |||||
into general management as Representative Director of the Company. It is believed he will contribute further | |||||
to the growth and development of the Company and the Group. Therefore, the Company proposes his | |||||
election as a Director. |
5
No. | Name (date of birth) and | Career summary, position, assignment | |||
other remarks | and significant concurrent positions | ||||
April 1981 | Joined The Mitsubishi Trust and Banking Corporation | ||||
June 2008 | Executive Officer, Assistant Director and General | ||||
Manager, Trust Assets Planning Division of Mitsubishi | |||||
UFJ Trust and Banking Corporation (MUTB) | |||||
Reappointed | |||||
Director and President of Mitsubishi UFJ Global | |||||
Hiroshi Naruse | |||||
Custody S.A. | |||||
(December 4, 1958) | May 2010 | Executive Officer and General Manager, System | |||
Planning Division of MUTB | |||||
June 2010 | Executive Officer of Mitsubishi UFJ Financial Group, | ||||
Cumulative years of service as | Inc. | ||||
Director of the Company: | April 2011 | Representative Director and President of Mitsubishi UFJ | |||
3 years | Trust Systems Co., Ltd. | ||||
June 2011 | Managing Director of MUTB | ||||
Record of attendance at the | |||||
June 2013 | Senior Managing Director of MUTB | ||||
Board of Directors meetings in | Managing Executive Officer of Mitsubishi UFJ | ||||
the fiscal year ended March | Financial Group, Inc. | ||||
31, 2024: | June 2014 | Representative Director and President of MU Trust | |||
2 | Attendance at | Apple Planning Company, Ltd. | |||
12 out of 12 meetings | June 2016 | Director, Deputy President and Executive Officer of | |||
(100%) | MUTB | ||||
May 2018 | Senior Managing Corporate Executive of Mitsubishi | ||||
Number of shares of the | UFJ Financial Group, Inc. | ||||
April 2019 | Representative Director, President of The Master Trust | ||||
Company held: | |||||
Bank of Japan, Ltd. | |||||
0 shares | |||||
April 2021 | Advisor to The Master Trust Bank of Japan, Ltd. | ||||
June 2021 | Deputy Chairman of the Company (to present) | ||||
(Assignment) | |||||
In charge of Internal Audit Department | |||||
(Reason for nomination as a candidate for Director) |
Mr. Hiroshi Naruse has extensive insight and an excellent track record as a corporate manager, gained through his career as Executive Officer and Corporate Executive at Mitsubishi UFJ Financial Group, Inc. and as General Manager, Executive Officer and Director at The Mitsubishi UFJ Trust and Banking Corporation. Since assuming the position of Director, he has used his insight and track record to contribute to strengthening the functions of the Board of Directors of the Company. He is expected to fully play a role further in conducting highly effective supervision of the management of the Company and the Group. Therefore, the Company proposes his election as a Director.
6
No. | Name (date of birth) and | Career summary, position, assignment | |||
other remarks | and significant concurrent positions | ||||
April 2003 | Joined ABeam Consulting Ltd. | ||||
September 2005 | Joined the Company | ||||
October 2009 | General Manager, Credit Supervision Division of the | ||||
Company | |||||
January 2010 | General Manager, Corporate Planning Department of | ||||
Reappointed | the Company | ||||
Masataka Kinoshita | |||||
April 2010 | General Manager, Guarantee Business Department of | ||||
(September 19, 1977) | the Company | ||||
April 2012 | General Manager, Business Promotion Department of | ||||
Cumulative years of service as | the Company | ||||
Director of the Company: | April 2013 | Chief General Manager, Business Planning Department | |||
9 years | April 2014 | of the Company | |||
Record of attendance at the | Executive Officer and Chief General Manager, | ||||
Business Planning Department of the Company | |||||
Board of Directors meetings in | |||||
June 2014 | Executive Managing Officer, Deputy Head of Credit | ||||
the fiscal year ended March | |||||
Business Promotion Division and Chief General | |||||
31, 2024: | |||||
Manager, Business Planning Department of the | |||||
Attendance at | |||||
3 | Company | ||||
12 out of 12 meetings | April 2015 | Executive Managing Officer and Deputy Head of | |||
(100%) | Credit Business Promotion Division of the Company | ||||
Number of shares of the | June 2015 | Managing Director of the Company | |||
Company held: | June 2015 | Executive Managing Officer and Head of Credit | |||
12,203,120 shares | Business Promotion Division of the Company | ||||
June 2016 | Executive Managing Officer of the Company | ||||
June 2017 | Deputy President of the Company | ||||
June 2017 | Deputy Chief Executive Officer of the Company | ||||
June 2021 | President of the Company (to present) | ||||
June 2021 | Chief Executive Officer of the Company (to present) | ||||
(Reason for nomination as a candidate for Director) |
Mr. Masataka Kinoshita has served as General Manager, Executive Officer, and Officer in charge of the loan business, guarantee business, business planning, human resources, system, corporate planning and other divisions of the Company, and has the wealth of knowledge and track. Since assuming the position of Director, he has used that knowledge and experience in leading the Company and the Group as President, thereby fulfilling his role and responsibilities. He is expected to contribute further to the growth and development of the Company and the Group. Therefore, the Company proposes his election as a Director.
7
No. | Name (date of birth) and | Career summary, position, assignment | ||||||||
other remarks | and significant concurrent positions | |||||||||
March 1982 | Joined the Company | |||||||||
April 2004 | General Manager, System Department of the Company | |||||||||
July 2005 | General Manager, Public Relations Department of the | |||||||||
Company | ||||||||||
October 2005 | Chief General Manager, Public Relations Department of | |||||||||
the Company | ||||||||||
April 2011 | Chief General Manager, Treasury Department | of | the | |||||||
Reappointed | Company | |||||||||
Takashi Kiribuchi | ||||||||||
April 2015 | Executive Officer and Chief General Manager, Treasury | |||||||||
(October 25, 1961) | Department of the Company | |||||||||
June 2017 | Executive Officer and Chief General Manager, | |||||||||
Cumulative years of service as | Corporate Planning Department of the Company | |||||||||
Director of the Company: | June 2020 | Managing Director of the Company | ||||||||
4 years | June 2020 | Executive Managing Officer and Chief General | ||||||||
Record of attendance at the | Manager, | System | Development | & Administration | ||||||
Division of the Company | ||||||||||
Board of Directors meetings in | ||||||||||
April 2021 | Executive | Managing Officer, | Head of | System | ||||||
the fiscal year ended March | ||||||||||
Development & | Administration | Division | of | the | ||||||
31, 2024: | ||||||||||
Company | ||||||||||
Attendance at | ||||||||||
4 | June 2021 | Senior Managing Director of the Company | ||||||||
12 out of 12 meetings | June 2021 | Senior Executive Managing Officer and Head of System | ||||||||
(100%) | Development & Administration Division of the | |||||||||
Number of shares of the | Company | |||||||||
Company held: | June 2023 | Deputy President of the Company (to present) | ||||||||
16,300 shares | June 2023 | Deputy Chief Executive Officer and Head of System | ||||||||
Development & Administration Division of the | ||||||||||
(Assignment) | Company (to present) | |||||||||
Head of System Development & Administration Division | ||||||||||
In charge of Corporate Planning Department, System Development | ||||||||||
Department, System Operation Department, System Planning Office and | ||||||||||
System Management Office | ||||||||||
(Reason for nomination as a candidate for Director) |
Mr. Takashi Kiribuchi has served as General Manager of the Accounting, System, Public Relations, Investor Relations and Corporate Planning divisions as well as Executive Officer, and has a wealth of experience with, and extensive insight into, corporate divisions. Since assuming the position of Director, he has used his wealth of experience and sophisticated insight to perform his role and responsibilities as Senior Managing Director. He is expected to contribute to promoting the Company's and the Group's strategies for further growth. Therefore, the Company proposes his election as a Director.
8
No. | Name (date of birth) and | Career summary, position, assignment | |||
other remarks | and significant concurrent positions | ||||
October 1982 | Joined the Company | ||||
April 2003 | General Manager, Business Promotion Department III | ||||
of the Company | |||||
October 2005 | General Manager, Business Promotion Department II of | ||||
the Company | |||||
April 2007 | Chief General Manager, Credit Business Management | ||||
Department of the Company | |||||
December 2007 | Chief General Manager, Marketing Department of the | ||||
Company | |||||
October 2008 | Head of East Japan Branch of the Company | ||||
April 2011 | Chief General Manager, Business Promotion | ||||
Department of the Company | |||||
Reappointed | April 2013 | Executive Officer and Chief General Manager, | |||
Tomomi Uchida | |||||
Business Promotion Department of the Company | |||||
(December 27, 1961) | June 2015 | Executive Managing Officer, Deputy Head of Credit | |||
Business Promotion Division, and Chief General | |||||
Cumulative years of service as | Manager, Business Promotion Department of the | ||||
Director of the Company: | Company | ||||
5 years | April 2016 | Executive Managing Officer and Deputy Head of | |||
Record of attendance at the | Credit Business Promotion Division of the Company | ||||
June 2016 | Executive Managing Officer and Head of Credit | ||||
Board of Directors meetings in | |||||
Business Promotion Division of the Company | |||||
the fiscal year ended March | |||||
June 2018 | Executive Managing Officer, Head of Credit | ||||
31, 2024: | |||||
Supervision Division, and Chief General Manager, | |||||
Attendance at | |||||
5 | Credit Supervision Department I of the Company | ||||
12 out of 12 meetings | October 2018 | Executive Managing Officer, Head of Credit | |||
(100%) | Supervision Division, and Chief General Manager, | ||||
Number of shares of the | Credit Supervision Department II of the Company | ||||
Company held: | June 2019 | Managing Director of the Company | |||
3,000 shares | April 2020 | Executive Managing Officer, Head of Credit | |||
Supervision Division of the Company | |||||
June 2021 | Senior Managing Director of the Company (to present) | ||||
June 2021 | Senior Executive Managing Officer and Head of Credit | ||||
Supervision Division of the Company | |||||
May 2022 | Director of GeNiE Inc. (to present) | ||||
April 2024 | Senior Executive Managing Officer of the Company (to | ||||
(Assignment) | present) | ||||
In charge of General Affairs Department, Credit Supervision Department | |||||
and Compliance for Credit Supervision Office | |||||
(Significant concurrent positions) | |||||
Director of GeNiE Inc. | |||||
(Reason for nomination as a candidate for Director) |
Mr. Tomomi Uchida has a wealth of knowledge and a strong track record related to promoting the loan business, the Company's major business, gained through his career as General Manager of the Loan Business divisions and Credit Supervision divisions, as well as an Executive Officer of the Company. Since assuming the position of Director, he has used that knowledge and record of performance to perform his role and responsibilities as Senior Managing Director. He is expected to contribute to further business growth and enhanced business performance of the Company and the Group. Therefore, the Company proposes his election as a Director.
9
No. | Name (date of birth) and | Career summary, position, assignment | |||
other remarks | and significant concurrent positions | ||||
April 1992 | Joined The Bank of Tokyo, Ltd. | ||||
May 2017 | Deputy General Manager, East Asia Planning Division, | ||||
East Asia Headquarters of The Bank of Tokyo-Mitsubishi | |||||
April 2018 | UFJ, Ltd. | ||||
Deputy General Manager, East Asia Planning Division, | |||||
May 2018 | East Asia Headquarters of MUFG Bank, Ltd. | ||||
General Manager, Credit Policy & Planning Division of | |||||
MUFG Bank, Ltd. | |||||
General Manager, Credit Policy & Planning Division of | |||||
June 2018 | Mitsubishi UFJ Financial Group Inc. | ||||
Executive Officer, General Manager, Credit Policy & | |||||
Planning Division of MUFG Bank, Ltd. | |||||
Executive Officer, General Manager, Credit Policy & | |||||
Reappointed | Planning Division of Mitsubishi UFJ Financial Group, | ||||
Tadashi Yamamoto | Inc. | ||||
(May 23, 1969) | April 2021 | Executive Officer, General Manager, Corporate Planning | |||
Division of MUFG Bank, Ltd. | |||||
Cumulative years of service as | Executive Officer, General Manager, Corporate Planning | ||||
Division of Mitsubishi UFJ Financial Group Inc. | |||||
Director of the Company: | April 2022 | ||||
Managing Executive Officer & CSO (in charge of | |||||
1 year | Corporate Planning Division excluding Finances & | ||||
Record of attendance at the | Resources Management, Global Business, and | ||||
Chairmanship Bank Office) & in charge of CPM and | |||||
Board of Directors meetings in | Corporate Administration Division, of MUFG Bank, Ltd. | ||||
the fiscal year ended March | Managing Executive Officer & Group Deputy CSO of | ||||
31, 2024: | Mitsubishi UFJ Financial Group, Inc. | ||||
June 2022 | Member of the Board of Directors, Managing Executive | ||||
Attendance at | |||||
Officer & CSO (in charge of Corporate Planning Division | |||||
7 out of 7 meetings | excluding Finances & Resources Management, Global | ||||
(100%) | Business, and Chairmanship Bank Office) & in charge of | ||||
6 | *The Board of Directors | CPM and Corporate Administration Division, of MUFG | |||
meetings held before Mr. | April 2023 | Bank, Ltd. | |||
Member of the Board of Directors, Managing Executive | |||||
Yamamoto's assumption of | Officer, Unit Head, and CDTO (CEO), Digital Service | ||||
office as Director on June 23, | Unit (in charge of Digital Service Planning Division) of | ||||
2023 are not counted. | MUFG Bank, Ltd. | ||||
Managing Corporate Executive, Group Head and CDTO, | |||||
Number of shares of the | Digital Service Business Group of Mitsubishi UFJ | ||||
Financial Group, Inc. | |||||
Company held: | June 2023 | Director of the Company (to present) | |||
0 shares | April 2024 | Managing Corporate Executive, Group Head and CDTO, | |||
Retail & Digital Business Group of Mitsubishi UFJ | |||||
Financial Group, Inc. (to present) | |||||
Member of the Board of Directors, Managing Executive | |||||
Officer, Unit Head, and CDTO (CEO), Retail & Digital | |||||
Business Group (in charge of Digital Service Planning | |||||
Division) of MUFG Bank, Ltd. (to present) | |||||
(Significant concurrent positions) | |||||
Managing Corporate Executive, Group Head and CDTO, Retail & Digital | |||||
Business Group of Mitsubishi UFJ Financial Group, Inc. | |||||
Member of the Board of Directors, Managing Executive Officer, Unit Head, | |||||
and CDTO (CEO), Retail & Digital Business Group (in charge of Digital | |||||
Service Planning Division) of MUFG Bank, Ltd. | |||||
Director of Biz Forward, Inc. |
(Reason for nomination as a candidate for Director)
Mr. Tadashi Yamamoto has a wealth of knowledge and experience, gained through his career as General Manager, Executive Officer and Corporate Executive at Mitsubishi UFJ Financial Group, Inc. and as General Manager, Executive Officer and Member of the Board of Directors at MUFG Bank, Ltd. After his assumption of the position of Director, he is expected to fully play a role in conducting supervision of the management of the Company based on his knowledge and experience. Therefore, the Company proposes his election as a Director.
10
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Acom Co. Ltd. published this content on 23 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2024 07:32:03 UTC.