Reference Documents for General Meeting of Shareholders
Proposals and references
Proposal No. 1 Appropriation of Surplus
Our Nippon Kayaku Group regards profit return to our shareholders as important. In our mid- term business plan "KAYAKU Vision 2025 (KV25 )" that has started from our fiscal year 2022, we have targeted a dividend payout ratio of 40% or higher, taking stable and continuous profit return and sufficiency of retained earnings into consideration. Furthermore, while securing sufficient retained earnings, we will flexibly acquire treasury stocks as part of our profit return. Retained earnings will be allocated to R&D investments, capital investments and other investments in order to achieve sustainable growth for future development. We will continue to enhance cooperate value aiming to achieve ROE of 8% or higher in the final year of KV25.
Based on this policy, the Company proposes the appropriation of surplus for this fiscal year as follows.
1.Matters related to the year-end dividend
(1) Type of dividend property Cash
(2) Allotment of dividend property to shareholders and the total amount
Dividends | 22.50 yen per common share of Company stock |
Total amount | 3,732,092,663 yen |
(3) Effect date of appropriation of surplus ; June 27, 2024
Since the Company has paid 22.50 yen per 1 share as interim dividend, annual dividend for this fiscal year will be 45.00 yen per common share.
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Proposal No. 2 Election of Ten (10) Directors
The terms of office of all ten (10) Directors will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, we hereby propose to elect ten (10) Directors, who consist of seven (7) candidates for re-election and three (3) candidates for new election.
(The list of candidates for Directors)
Attribute Information | Attendance at Board | |||
Candidate | Current Position and | for Company | ||
Name | (New Election) | of Directors meeting | ||
number | Responsibilities in Company | |||
(Independent) | during the fiscal year | |||
(Outside) | ||||
1 | Atsuhiro Wakumoto | President | 14 of 14 meetings | |
Representative Director | (100%) | |||
Senior Managing Director | 14 of 14 meetings | |||
2 | Yoshitsugu Ishida | |||
Member of board of Directors | (100%) | |||
3 | Shigeyuki Kawamura | Managing Director | 11 of 11 meetings | |
Member of board of Directors | (100%) | |||
4 | Yo Ota | Outside Director | (Independent) | 13 of 14 meetings |
Member of board of Directors | (Outside) | (92%) | ||
5 | Yasuyuki Fujishima | Outside Director | (Independent) | 14 of 14 meetings |
Member of board of Directors | (Outside) | (100%) | ||
6 | Seiichi Fusamura | Outside Director | (Independent) | 12 of 14 meetings |
Member of board of Directors | (Outside) | (85%) | ||
7 | Ikuko Akamatsu | Outside Director | (Independent) | 11 of 11 meetings |
Member of board of Directors | (Outside) | (100%) | ||
8 | Hiroshi Shimada | Managing Director | (New Election) | - |
9 | Shinji Inoue | Senior Director | (New Election) | - |
10 | Makoto Takeda | Senior Director | (New Election) | - |
(Notice) The records of attendance of Mr. Shigeyuki Kawamura and Ms. Ikuko Akamatsu are based on only the Board of Directors meetings held after they have been appointed as a director on June 28, 2023.
(Independence Standards and Qualification for Outside Officers)
Company has set for the following independence standards of outside officers (Outside Directors and Outside Audit & Supervisory Board Members). The outside officer concerned is judged to be independent of Company if he or she does not constitute any of the following
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- A supplier who sees Company and important subsidiaries of Company (hereafter, "Company Group") as a main customer, or a person who is an executive director, executive officer, or other employee of the parent company or main subsidiaries of that supplier (hereafter "Executive");
- A main customer of Company or an Executive at that customer;
- An Executive at a main financial institution from which Company borrows or the parent or a subsidiary of that financial institution;
- An attorney, certified public accountant (CPA), licensed tax accountant or other consultant who has received funds or other assets exceeding a certain amount, other than officer remuneration, from Company Group (the person affiliated with the group when the entity receiving the assets is a corporation, association, or other group);
- A person who has received donations or aid exceeding 10 million yen a year from Company (an Executive of the group when the entity receiving the donation or aid is a corporation, association, or other group);
- A main shareholder of Company Group or an Executive of that shareholder;
- A company that has accepted directors from Company Group or an Executive of the parent company or a subsidiary of that company;
- A person who constituted (1) through (7), above, in the past five years;
- The spouse or close relatives within the second degrees when the person who falls under (1) to
- above is in an important position; or
- The spouse or close relatives within the second degrees when the person is a director, executive officer, or manager of Company or a subsidiary of Company.
(Notes)
1. "Important subsidiaries of Company" in (1) refer to subsidiaries that comprise 20% or more of any one of Company's (non-consolidated) sales, total assets, income, or borrowings in the most recent fiscal year.
"A supplier who sees Company Group as a main customer" in (1) refers to a "supplier who received payment of 2% or more of that entity's annual consolidated sales for the most recent fiscal year from Company Group."
- "A main customer of Company" in (2) refers to "a customer who paid Company 2% or more of Company's annual consolidated sales for the most recent fiscal year."
- "Main financial institution" in (3) refers to "an entity that lends an amount equaling 2% or more of Company's consolidated assets for the most recent fiscal year to Company.
- "A certain amount" in (4) refers to whichever is higher "10 million yen a year" or "2% of the annual sales of an attorney and or the corporation, association or other organization to which the attorneys belong.
- "Main shareholder" in (6) refers to a shareholder who holds 10% or more of the voting rights (including both direct and indirect ownership).
- "A person in an important position" in (9) refers to employees who are directors (excluding outside directors), executive officers, persons responsible for operational execution, or upper
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level management of department manager or above, as well as attorneys affiliated with the law firm who have a position of partner and employee or higher; CPAs affiliated with the accounting firm who have a position of partner and employee or higher; trustees, directors, auditors, or other officers affiliated with a foundation, incorporated organization, educational corporation or other corporation; and other persons reasonably and objectively judged to be of similar importance.
The candidates for Director are as follows.
(Re-election)
Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | |||
Company owned by | ||||||
number | (Date of birth) | significant concurrent positions | ||||
Candidate | ||||||
April 1979 | Joined Company | |||||
August 2007 | Manager of Marketing Dept., Global Business | |||||
Division and Manager of Marketing Dept., Japan | ||||||
Business Division, Safety Systems Group | 76,555 | |||||
August 2008 | General Manager of Global Business Division and | |||||
Manager of Marketing Dept., Global Business | ||||||
Division and Manager of Marketing Dept., Japan | ||||||
Business Division, Safety Systems Group | ||||||
August 2009 | General Manager of Global Business Division and | |||||
Atsuhiro | Manager of Marketing Dept., Global Business | Number of years as | ||||
Division, Safety Systems Group | ||||||
Wakumoto | Member of the | |||||
August 2010 | General Manager of Marketing Division and Manager | Board | ||||
(March 15, | of Global Marketing Dept., Marketing Division, | |||||
1 | 1957) | Safety Systems Group | ||||
August 2012 | Director, Company | |||||
General Manager of Marketing Division, Safety | ||||||
Re-election | Systems Group | |||||
June 2016 | Member of the board of Directors | |||||
Managing Director | 8 years | |||||
April 2018 | General Manager of Marketing & Sales Division, | |||||
Safety Systems Group | ||||||
June 2018 | Head of Safety Systems Group | |||||
June 2019 | President (current) | |||||
Representative Director (current) | ||||||
[Special interests between Company and the above candidate ] None [Reason for selection as a candidate for Director]
Mr. Atsuhiro Wakumoto has been led the safety systems business for many years and currently serving as a President and Representative Directors. The Company has continuously selected him as a candidate for a Director in consideration of the fact that he has extensive global experience and has advanced knowledge of the overall business of the Company.
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Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | ||||
Company owned by | |||||||
number | (Date of birth) | significant concurrent positions | |||||
Candidate | |||||||
April 1981 | Joined Company | ||||||
August 2004 | General Manager of Administration Dept., Safety | ||||||
System Division | |||||||
August 2007 | General Manager of Planning & Coordination Dept., | ||||||
Safety System Division | |||||||
August 2010 | General Manager of Planning & Coordination Dept., | ||||||
Safety System Group | 58,505 | ||||||
Yoshitsugu | June 2016 | Director, Company | |||||
April 2018 | General Manager of Strategic Planning Division, | ||||||
Ishida | Safety System Group | ||||||
2 | (September 8, | June 2019 | Member of the board of Directors (current) | ||||
1958) | Managing Director | ||||||
Head of Safety Systems Group | Number of years as | ||||||
June 2021 | Head of Financial Group and General Manager of | ||||||
Member of the | |||||||
Re-election | Information Systems Division, Financial Group | Board | |||||
August 2021 | Head of Financial Group | ||||||
June 2023 | Senior Managing Director (current) | ||||||
In charge of Corporate Planning Division, Corporate | |||||||
Communications Division, Finance & Accounting | 5 years | ||||||
Division, and Information Systems Division (current) | |||||||
[Special interests between Company and the above candidate ] None | |||||||
[Reason for selection as a candidate for Director] | |||||||
Mr. Yoshitsugu Ishida has been in charge of the Strategic Planning Division, Safety System business for | |||||||
many years and currently serving as a Member of the Board of Directors and Senior Managing Director. | |||||||
The Company continuously selected him as a candidate for a Director since he has extensive experience | |||||||
of global business and advanced knowledge of the overall business of the Company. | |||||||
April 1987 | Joined Company | Number of shares of | |||||
June 2008 | General Manager of Purchasing Division, Himeji | ||||||
Company owned by | |||||||
Plant | |||||||
Candidate | |||||||
June 2010 | General Manager of Planning and Purchasing | ||||||
Division, Himeji Plant | |||||||
June 2016 | Chairman & General Manager of Kayaku Safety | 16,037 | |||||
Systems (Huzhou) Co., Ltd. | |||||||
June 2019 | General Manager of Strategic Planning | ||||||
Division, Safety Systems Group | |||||||
Shigeyuki | June 2020 | Directors, Company | Number of years as | ||||
April 2021 | Deputy Director of Safety Systems Group and | Member of the | |||||
kawamura | General Manager of Strategic Planning | Board | |||||
3 | |||||||
(June 30, | Division, Safety Systems Group | ||||||
June 2021 | Senior Director | ||||||
1963) | |||||||
Re-election | Head of Safety Systems Group | ||||||
1 years | |||||||
April 2022 | Managing Director (current) | ||||||
June 2023 | Member of the board of Directors (current) | ||||||
In charge of Mobility & Imaging Business Unit, Head | |||||||
of Safety Systems Group (current) | |||||||
[Special interests between Company and the above candidate ] None [Reason for selection as a candidate for Director]
Mr. Shigeyuki Kawamura has been engaged in the plant management sector, leading the safety systems business for many years and currently serving as a Member of the Board of Directors and Managing Director. The Company continuously selected him as a candidate for a Director in consideration of the fact that he has extensive global experience such as being engaged in management of overseas subsidiaries and has advanced knowledge of the overall business of the Company.
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Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | ||||
Company owned by | |||||||
number | (Date of birth) | significant concurrent positions | |||||
Candidate | |||||||
April 1993 | Registered lawyer | ||||||
Joined Nishimura Tokiwa Law office | |||||||
February 2001 | Registered lawyer in New York State, USA | ||||||
April 2001 | Appointed Civil Affairs Bureau, the Ministry of | ||||||
Justice (charge of the Commercial Law, the office of | 0 | ||||||
counselor) | |||||||
January 2003 | Partner of Nishimura Tokiwa Law office | ||||||
Yo Ota | August 2004 | Outside Audit & Supervisory Board Member of | |||||
(October 3, | Company | ||||||
June 2005 | Outside Director of DKK Co., Ltd. | ||||||
1967) | |||||||
4 | July 2007 | Partner of Nishimura & Asahi (Gaikokuho Kyodo | |||||
Number of years as | |||||||
Jigyo) (current) | Member of the | ||||||
April 2013 | Professor, Graduate Schools for Law and Politics, | Board | |||||
Re-election | |||||||
The University of Tokyo | |||||||
Independent | |||||||
Outside | June 2016 | Member of the board of Directors, Company (current) | |||||
8 years | |||||||
June 2017 | Outside Audit & Supervisory Board Member of Ricoh | ||||||
Co., Ltd. (current) | |||||||
[Special interests between Company and the above candidate ] None | |||||||
[Reason for selection as a candidate for Outside Director and overview of expected role] | |||||||
Mr. Yo Ota has extensive experience and advanced knowledge as a lawyer. He served as Outside Audit & | |||||||
Supervisory Board Member of the Company, and he is well acquainted with the Company. The Company | |||||||
continuously selected him as a candidate for Outside Director for strengthening supervisory functions of | |||||||
the Board of Directors. The Company expects him to perform the role to strengthen corporate governance | |||||||
of the Company with his thorough knowledge of corporate legal affairs including corporate governance. | |||||||
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Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | |||||||
Company owned by | ||||||||||
number | (Date of birth) | significant concurrent positions | ||||||||
Candidate | ||||||||||
July 1969 | Joined Ministry of International Trade and | |||||||||
Industry (presently Ministry of Economy, Trade | ||||||||||
and Industry). | ||||||||||
July 1997 | Economic Planning Agency Representative to the | |||||||||
Economic Planning Agency Bank of Japan Policy | ||||||||||
Board | 7,000 | |||||||||
July 1998 | Japan Ambassador Extraordinary and | |||||||||
Plenipotentiary to Panama, Ministry of Foreign | ||||||||||
Affairs | ||||||||||
June 2002 | Managing Executive Officer, Nissho Iwai Corp. | |||||||||
Yasuyuki | (presently Sojitz Corp.) | |||||||||
November 2002 | Outside Director, Wacom Co., Ltd. | |||||||||
Fujishima | April 2003 | Senior Managing Executive Officer, Member of | ||||||||
(March 25, | Number of years as | |||||||||
5 | Board of Directors, Nissho Iwai Corp. | |||||||||
Member of the | ||||||||||
1947) | October 2005 | Representative Director and Senior Managing | ||||||||
Board | ||||||||||
Executive Officer, Sojitz Corp. | ||||||||||
Re-election | ||||||||||
Executive Vice President, Sojitz Corp. | ||||||||||
Independent | April 2008 | |||||||||
Outside | August 2010 | Representative Director, President, Mutual Service | ||||||||
Aid Guarantee Corporation | ||||||||||
June 2016 | Member of the board of Directors, Company | |||||||||
(current) | 8 years | |||||||||
August 2017 | Representative Director, President, Ceremonial | |||||||||
Occasions Research Institute, Inc. | ||||||||||
November 2018 | Chairperson of Human Resources Development & | |||||||||
Employment Organization (current) | ||||||||||
[Special interests between Company and the above candidate ] None |
[Reason for selection as a candidate for Outside Director and overview of expected role]
The Company continuously selected Mr.Yasuyuki Fujishima as a candidate for Outside Director to make recommendation about overall business of the Company since he has extensive experience and knowledge as a management executive of general trading company. The Company expects him to perform the role of supervising management from an objective standpoint based on his management experience at other the companies.
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Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | ||||||
Company owned by | |||||||||
number | (Date of birth) | significant concurrent positions | |||||||
Candidate | |||||||||
July 1971 | Assistant Judge of Kyoto District Court | ||||||||
June 1998 | Director-General of Judicial System and Research | ||||||||
Dept., Minister's Secretariat, Ministry of Justice | |||||||||
December 2001 | Director-General of the Civil Affairs Bureau, Ministry | ||||||||
of Justice | |||||||||
October 2006 | President of the Saitama District Court | 0 | |||||||
December 2009 | President of the Sendai High Court | ||||||||
January 2011 | President of the Nagoya High Court | ||||||||
Seiichi | March 2012 | Retired from High Court | |||||||
April 2012 | Public member of Tokyo Metropolitan Government | ||||||||
Fusamura | Labor Relations Commission(Deputy Chairperson) | ||||||||
June 2012 | Outside Audit & Supervisory Board Member of | Number of years as | |||||||
(March 18, | Nippon Paper Industries Co., Ltd. | Member of the | |||||||
6 | 1947) | ||||||||
Registered Lawyer | Board | ||||||||
January 2013 | Chairperson of Public Security Examination | ||||||||
Re-election | Commission | ||||||||
Independent | August 2013 | Chairperson of Tokyo Metropolitan Government Labor | |||||||
Outside | Relations Commission | ||||||||
June 2016 | Outside Audit & Supervisory Board Member of The | 4 years | |||||||
Bank of Yokohama, Ltd. | |||||||||
June 2020 | Outside Audit & Supervisory Board Member of | ||||||||
Concordia Financial Group, Ltd. (current) | |||||||||
Member of the board of Directors, Company (current) | |||||||||
[Special interests between Company and the above candidate ] None
[Reason for selection and as a candidate for Outside Director and overview of expected role]
The Company continuously selected Mr. Seiichi Fusamura as a candidate for Outside Director to make recommendation about overall business of the Company since he has extensive experience and knowledge as a legal expert at the judicial branch although he has not been involved in the management of the company. The Company expects him to perform the role of supervising management from an independent and objective standpoint of Member of the board of Directors.
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Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | ||||||
Company owned by | |||||||||
number | (Date of birth) | significant concurrent positions | |||||||
Candidate | |||||||||
January 1995 | Joined Showa Ota & Co. (presently Ernst & Young | ||||||||
ShinNihon LLC) (Left in October 2010) | |||||||||
April 1997 | Registered as Certified Public Accountant | ||||||||
April 2008 | Registered as Certified Fraud Examiner | ||||||||
December 2010 | Chief Researcher, Management Training and | ||||||||
Consulting Division, Institute of Management, | 0 | ||||||||
SANNO University | |||||||||
April 2019 | Senior Researcher, Management Training and | ||||||||
Ikuko | Consulting Division, Institute of Management, | ||||||||
SANNO University | |||||||||
Akamatsu | |||||||||
July 2019 | Board Director, The Japanese Institute of Certified | ||||||||
(February 27, | Public Accountants (current) | Number of years as | |||||||
7 | 1968) | June 2020 | Outside Director of CAWACHI LIMITED | Member of the | |||||
Outside Audit & Supervisory Board Member of Toyo | Board | ||||||||
Seikan Group Holdings, Ltd. (current) | |||||||||
Re-election | June 2022 | Outside Director of Mitsubishi UFJ Securities | |||||||
Independent | |||||||||
Holdings Co., Ltd. | |||||||||
Outside | |||||||||
(Audit & Supervisory committee member) (current) | |||||||||
1 | |||||||||
June 2023 | Member of the board of Directors, Company (current) | ||||||||
[Special interests between Company and the above candidate ] None
[Reason for selection as a candidate for Outside Director and overview of expected role]
The Company has continuously selected Ms. Ikuko Akamatsu as a candidate for an Outside Director to make recommendations about overall business of the Company in consideration of the fact that she has extensive experience and knowledge as a Certified Public Accountant and Certified Fraud Examiner although she has not been directly involved in the business management. The Company expects her to provide appropriate advice and perform the role of supervising the management from an independent and objective standpoint.
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(New Candidate)
Candidate | Name | Brief biographical outlines, position and responsibility in Company, and | Number of shares of | |||
Company owned by | ||||||
number | (Date of birth) | significant concurrent positions | ||||
Candidate | ||||||
April 1989 | Joined Company | |||||
June 2018 | Representative Director of NIPPONKAYAKU FOOD | 16,022 | ||||
TECHNO CO.,LTD. | ||||||
Hiroshi | June 2020 | General Manager of Specialty Chemicals , | ||||
Shimada | International & IVD Division, Pharmaceuticals Group | |||||
June 2021 | Directors, Company | Number of years as | ||||
8 | (June 4, | General Manager of Planning & Coordination | Member of the | |||
1965) | ||||||
Division, Pharmaceuticals Group | Board | |||||
April 2023 | Managing Director (current) | |||||
New | June 2023 | In charge of Life Science Business Unit, Head of | ||||
- | ||||||
Pharmaceuticals Group (current) | ||||||
[Special interests between Company and the above candidate ] None | ||||||
[Reason for selection as a candidate for Director] | ||||||
Mr. Hiroshi Shimada has been in charge of the Pharmaceuticals Group for many years and currently | ||||||
serving as a Managing Director and involved in the management of domestic subsidiaries as a Director. | ||||||
The Company newly selected him as a candidate for a Director since he has extensive experience of | ||||||
business and advanced knowledge of the overall business of the Company. | ||||||
April 1988 | Joined Company | Number of shares of | ||||
December 2011 | Chairman & General Manager of Shanghai KAYAKU | Company owned by | ||||
Candidate | ||||||
International Trading Co., Ltd. | ||||||
Shinji | ||||||
June 2018 | General Manager of Color Materials Division, | 27,249 | ||||
Inoue | ||||||
Functional Chemicals Group | ||||||
Number of years as | ||||||
(February 6, | June 2020 | Directors, Company | ||||
9 | 1966) | April 2023 | Senior Director (current) | Member of the | ||
Board | ||||||
June 2023 | Head of Functional Materials Group, Fine Chemicals | |||||
New | Business Unit (current) | - | ||||
[Special interests between Company and the above candidate ] None | ||||||
[Reason for selection and as a candidate for Outside Director and overview of expected role] | ||||||
Mr. Shinji Inoue has been engaged in the Functional Chemicals business for many years, currently serving | ||||||
as a Senior Director and involved in the management of overseas subsidiaries as a Director. The Company | ||||||
newly selected him as a candidate for Director since he has extensive experience and advanced knowledge | ||||||
of the overall business of the Company. | ||||||
April 1988 | Joined Company | Number of shares of | ||||
June 2013 | General Manager of Secretarial Division, Strategic | Company owned by | ||||
Corporate Planning Group | Candidate | |||||
Makoto | June 2020 | General Manager of Human Resources Management | ||||
Takeda | Division, Administration Group | 8,402 | ||||
June 2021 | General Manager of General Affairs & Human | |||||
(July 17, | ||||||
10 | Resources Division, Administration Group | Number of years as | ||||
1964) | ||||||
April 2022 | Directors, Company | Member of the | ||||
April 2023 | Senior Director (current) | Board | ||||
New | ||||||
June 2023 | General Manager of Human Resources Division | |||||
- | ||||||
(current) | ||||||
[Special interests between Company and the above candidate ] None | ||||||
[Reason for selection and as a candidate for Outside Director and overview of expected role] | ||||||
Mr. Makoto Takeda has been in charge of Strategic Corporate Planning Group and Human Resources | ||||||
Management Division for many years and currently serving as Senior Director. The Company newly | ||||||
selected him as a candidate for Director since he has extensive experience of business and advanced | ||||||
knowledge of the overall business of the Company. | ||||||
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Nippon Kayaku Co. Ltd. published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2024 00:06:05 UTC.