Note: 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 damages arising from the translation.
December 22, 2021 | |
To all parties concerned: | |
Company | Fujitec Co., Ltd. |
(Stock Code 6406) | |
Representative | Takakazu Uchiyama |
President and CEO | |
Contact | Masashi Tsuchihata |
Director, Senior Executive Operating Officer, | |
General Manager of Finance HQ | |
(TEL 072-622-8151) |
Notice Concerning Amendment to Corporate Governance Guidelines
Fujitec Co., Ltd. hereby announces that it has resolved at a meeting of its Board of Directors held on December 22, 2021 to amend the "Corporate Governance Guidelines" announced on June 22, 2021, as per the attached document.
Actions for Sustainability (Article 7), Composition and Diversity of the Board of Directors (Article 12, Paragraph 3) and Evaluation of Effectiveness of the Board of Directors (Article 22) have been amended.
Established November 6th, 2015
Partially amended May 12th, 2017
Partially amended November 9th, 2018
Partially amended June 21st, 2019
Partially amended February 9th, 2021
Partially amended June 22nd, 2021
Partially amended December 22nd, 2021
(* Underlined parts indicate amendment.)
Fujitec Co., Ltd.
Corporate Governance Guidelines
Preamble
The Corporate Governance Guidelines (the "Guidelines") set forth basic matters concerning corporate governance for Fujitec Co., Ltd. (the "Company") and aim to contribute to the sustainable growth and improvement of the mid- to long-term corporate value of the Company. The Guidelines shall be disclosed in a timely and appropriate manner when amended.
Chapter 1. General Rules
(Basic Concepts)
Article 1 The Company shall make efforts to improve its corporate governance in line with the following basic concepts:
- the Company shall respect shareholders' rights and secure equal treatment of shareholders.
- the Company shall take into account interests of stakeholders, including shareholders, and appropriately cooperate with them.
- the Company shall disclose its information properly and ensure transparency.
- the Company shall carry out effective oversight by the Board of Directors of execution of operations.
- the Company shall engage in constructive dialogue with shareholders who have investment policies corresponding to
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the mid- and long-term interests of shareholders.
Chapter 2. Securing the Rights and Equal Treatment of Shareholders
(Securing the Equal Treatment of Shareholders)
Article 2 The Company shall treat shareholders equally in accordance with their shares and make disclosure in a timely and appropriate manner so as to avoid any information gaps among them.
(Basic Strategy for Capital Policy)
Article 3 In order to achieve the sustainable growth and improvement of mid- to long-term corporate value of the Company, the Company shall implement its capital policy considering capital costs.
(Policy with respect to Cross-Shareholding and Standards with respect to Voting Rights as to Cross-Shareholding)
Article 4 | When the Board of Directors reasonably determines that the |
acquisition and holding of shares issued by business partners, etc. will | |
maintain and strengthen business relationships with such business | |
partners, etc. and contribute to the sustainable growth and | |
improvement of the mid-tolong-term corporate value of the Company, | |
the Company shall acquire and hold such shares. | |
2 | With respect to the shares held by the Company in accordance with the |
provision set forth in paragraph 1 hereof (the "Cross-Shareholdings"), | |
the Board of Directors shall review and determine whether the | |
Company continues to hold or reduces by disposition all or part of the | |
Cross-Shareholdings through detailed examination of the advantages, | |
risks, balance with capital costs, etc. associated with the holding of the | |
Cross-Shareholdings, which is periodically conducted every year. | |
3 | The Company shall review and determine whether or not it exercises |
its voting rights as to the Cross-Shareholdings by taking into account | |
the compliance with the provision set forth in paragraph 1 hereof and |
the contribution to the soundness in the management, sustainable growth and improvement of the corporate value of a company issuing shares, as well as considering and reviewing the contribution to the
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improvement of the corporate value and the mid-tolong-term interests of the Company.
(Related Party Transactions)
Article 5 | When the Company engages in transactions with its directors or major |
shareholders, the Company shall ensure the reasonableness of terms | |
and conditions of such transactions by resolution of Board of Directors, | |
pursuant to law and the Company's internal regulations (including, but | |
not limited to, Rules of the Board of Directors), in which independent | |
directors and independent auditors shall participate. | |
2 | The reasonableness of terms and conditions of such transactions shall |
be subject to post-audit by corporate auditors and/or accounting | |
auditors. | |
3 | The Company shall prevent situations where related party |
transactions would harm the interests of the Company or the common | |
interests of its shareholders through prior or subsequent procedures | |
set forth in this Article. |
Chapter 3. Taking into Account the Interests of Stakeholders | |
(Relationship with Stakeholders) | |
Article 6 | In order to achieve the sustainable growth and improvement of mid- to |
long-term corporate value of the Company, the Board of Directors shall | |
take into account the interests of not only the Company's shareholders | |
but also other stakeholders, including but not limited to, the Company's | |
employees, customers, business partners, creditors, local community, | |
and other relevant parties. | |
2 | In order to properly operate and manage a defined benefit pension plan, |
the Company shall establish a Pension Investment Committee | |
consisting of members, etc. (nominated from the Finance and Personnel | |
Departments) headed by the General Manager of the Finance | |
Department. | |
3 | By referring to the suggestion of an investment consulting company |
from the standpoint of its expertise and conflict of interests, the | |
Pension Investment Committee shall determine the Company's basic |
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policies and its operational guidelines with respect to the Company's investment, select investment products, and conduct periodic evaluation of investing institutions to ensure the operational status of their investment.
(Actions for Sustainability) Article 7
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(Whistle-Blowing)
Article 8 | The Company shall promote the establishment and utilization of the |
"Compliance Hotline" on a Group-wide basis in its offices, including but | |
not limited to, the main offices of its subsidiaries, to collect information | |
from its employees that could not be collected easily through its | |
organizational ladder and to conduct investigations into such | |
information and, if the Company identifies a violation or suspected | |
violation of laws and regulations, the Company shall take appropriate | |
measures to rectify or remedy such violation or suspected violation. | |
2 | The Company shall not treat any employee unfavorably on the ground |
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Fujitec Co. Ltd. published this content on 07 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 January 2022 06:17:03 UTC.