Stock Code:7250
May 24, 2024
(Measures for electronic provision have commenced on May 17, 2024)
To Our Shareholders:
Tetsushi Ogawa
President, Member of the Board
100 Kyutoku-Cho, Ogaki, Gifu, Japan
NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you of the 100th ordinary general meeting of shareholders to be held as follows. For the convening of this ordinary general meeting of shareholders, information contained in the reference documents for this ordinary general meeting of shareholders, etc. (matters to be electronically provided) are provided electronically, and is posted on following website as "NOTICE OF THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS".
[The Company's website] https://www.pacific-ind.co.jp/eng/investor/meeting/
Please access the above website and select "Notice of 100th Ordinary General Meeting of Shareholders".
Also, please review the reference documents for the general meeting of shareholders, and exercise your voting rights no later than 17:00 on Friday, June 14, 2024(JST).
In addition to the above, the information is also posted on the following website on the Internet.
[Tokyo Stock Exchange's website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To check the information, please access the Tokyo Stock Exchange website and enter "PACIFIC INDUSTRIAL" in the "Issue name (company name)" box or the company's security code "7250" in the "Code" box and click the "Search" button. Then click the "Basic Information" button and select the "Documents for public inspection/PR information" tab, and click the button under "Filed information available for public inspection," "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")
- Date : 10:00 am, Saturday, June 15, 2024
- Place : The Kyokko room in the OGAKI FORUM HOTEL. 2-31 Mangoku, Ogaki, Gifu, Japan
- Objectives of the Meeting:
Reports:
- Business Report and Consolidated Financial Statements, as well as Results of the Audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 100th Fiscal Term (from April 1, 2023 to March 31, 2024).
- Financial Statements for the 100th Fiscal Term (from April 1, 2023 to March 31, 2024)
Agenda:
Proposal No.1: Partial Amendments to the Articles of Incorporation
Proposal No.2: Election of 5 Members of the Board (Excluding Members of the Board
Who Are Audit and Supervisory Committee Members)
Proposal No.3: Election of 4 Members of the Board Who Are Audit and Supervisory Committee Members
Proposal No.4: Compensation for Members of the Board (Excluding Members of the Board Who Are Audit and Supervisory Committee Members)
Proposal No.5: Compensation for Members of the Board Who Are Audit and Supervisory Committee Members
Proposal No.6: Compensation Plan, Etc. for Allotting Restricted Shares to Members of the Board (Excluding Members of the Board Who Are Audit and Supervisory Committee Members and Outside Members of the Board)
●In the event of any revision to the matters for electronic provision measures, the revised information will be posted on the respective websites where it is posted.
●For shareholders who have not requested the delivery of written documents, the Reference Document for the General Meeting of Shareholders and a part of the Business Report will be sent together.
The following items are not included documents to be delivered to shareholders who have requested delivery of documents pursuant to laws and the provisions of the Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following items.
・"Matters Regarding Share Acquisition Rights of the Company,""Status of the Accounting Auditor,""Company Structure, Policies, and Operational Status," and "The Policy for Determination of Dividends of Surplus" of the Business Report
・"Consolidated Statements of Changes in Equity,""Consolidated Statement of Cash Flows (Reference)" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
・"Non-consolidated Statements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" of the Non- consolidated Financial Statements
Proposal No.1: Partial Amendments to the Articles of Incorporation
1.Reason for the proposal
- The Company determined to transition from a company with an audit & supervisory board to a company with an audit and supervisory committee in which the Board of Directors includes audit and supervisory committee members who are responsible for audits and other supervision of the Members of the Board's execution of duties for the purpose of strengthening supervisory function of the Board of Directors and further enhancing the corporate governance framework. Accordingly, we will propose to make necessary revisions in the Articles of Incorporation, including establishing new provisions on the Audit and Supervisory Committee and Members of the board who are Audit and Supervisory Committee Members and deleting provisions on the Audit & Supervisory Board and Audit & Supervisory Board Members.
- We will propose to add business objectives in Article 2 (Purpose) in the current Articles of Incorporation in order to clarify our business description.
- Other necessary changes in line with the above-mentioned amendments, such as adjustment of the article numbers, shall be made.
2.Details of the amendments
The details of the amendments are as follows: the proposed amendments made to the Articles of Incorporation will go into effect upon the closing of this Ordinary General Meeting of Shareholders.
(Underlining indicates amended text.) | ||||||
Current Articles of Incorporation | Proposed Amendment | |||||
Chapter I | Chapter I | |||||
General Rules | General Rules | |||||
Article 1 (Texts omitted) | Article 1 (No change) | |||||
(Purpose) | (Purpose) | |||||
Article 2 The purpose of the Company shall be to engage | Article 2 (No change) | |||||
in the following businesses. | ||||||
(1) - (7) (Texts omitted) | (1) - (7) (No change) | |||||
(8) Processing of information by computer, | (8) Services related toinformation processing, | |||||
development/sale and lease of software, and | information | and | communications, | and | ||
sale and lease of information processing | information provision; development/sale of | |||||
equipment. | software; and manufacturing, sale,lease and | |||||
repair of equipment and systems thereof | ||||||
(9) - (11) (Texts omitted) | (9) - (11) (No change) | |||||
Article 3 - Article 4 (Texts omitted) | Article 3 - Article 4 (No change) | |||||
Chapter II | Chapter II | |||||
Stock | Stock | |||||
Article 5 - Article 11 (Texts omitted) | Article 5 - Article 11 (No change) | |||||
Current Articles of Incorporation | Proposed Amendment | ||
Chapter III | Chapter III | ||
General Meeting of Shareholders | General Meeting of Shareholders | ||
Article 12 - Article 16 (Texts omitted) | Article 12 - Article 16 (No change) | ||
Chapter IV | Chapter IV | ||
Members of the Board and the Board of Directors | Members of the Board and the Board of Directors | ||
(Board of Directors) | (Board of Directors) | ||
Article 17 The Company shall have the Board of Directors. | Article 17 The Company shall have the Board of Directors. | ||
(ii) For the convocation of a meeting of the Board | (ii) For the convocation of a meeting of the Board | ||
of Directors, a notice shall be sent to each | of Directors, a notice shall be sent to each Member | ||
Member of the Board and Audit & | of the Board at least two days before the date of the | ||
Supervisory Board Memberat least two days | meeting. However, the notice period may be | ||
before the date of the meeting. However, the | shortened in case of emergency. | ||
notice period may be shortened in case of | |||
emergency. | |||
(iii) In addition to the preceding paragraph, the | (iii) (No change) | ||
operation of the Board of Directors shall be in | |||
accordance with the Board of Directors | |||
regulations which are established by the Board | |||
of Directors. | |||
(Newly established) | (Delegation of Decision on Important Business Execution) | ||
Article 18 Pursuant to the provision of Article 399-13, | |||
Paragraph 6 of the Companies Act, the | |||
Company may, by resolutions of the Board of | |||
Directors, delegate the decision on important | |||
business execution, excluding matters listed | |||
in each item of Paragraph 5 of the same | |||
Article, to Members of the board in whole or | |||
part. | |||
(Number and Election of Members of the Board) | (Number and Election of Members of the Board) | ||
Article 18The number of Members of the Board shall not | Article 19The number of the Members of the Board, | ||
exceed ten (10)and the members of the board | excluding Members of the Board who are | ||
shall be elected by resolution of a General | Audit and Supervisory Committee Members, | ||
Meeting of Shareholders. | shall not exceed eight (8) and the number of | ||
Members of the Board who are Audit and | |||
Supervisory Committee Members shall not | |||
exceed five (5). Members of the board who | |||
are Audit and Supervisory Committee | |||
Members and other Members of the Board | |||
shall be elected separatelyby resolution of a | |||
General Meeting of Shareholders. | |||
(ii) Resolutions to elect members of the board shall | (ii) (No change) | ||
be adopted by a majority vote of shareholders | |||
present whose total holdings shall not be less | |||
than one-third (1/3) of the voting rights held by | |||
all shareholders entitled to exercise the voting | |||
rights. | |||
(iii) For a resolution to elect members of the board, | (iii) (No change) | ||
no cumulative voting shall be used. |
Current Articles of Incorporation | Proposed Amendment |
(Term of Office) | (Term of Office) |
Article 19The term of office of Members of the Board | Article 20The term of office of the Company'sMembers |
shall be from the date of their assumption of office until | of the Board, excluding Members of the Board |
the close of the Ordinary General Meeting of | who are Audit and Supervisory Committee |
Shareholders to be held for the last business | Members,shall be from the date of their |
year ending within one (1) year from their | assumption of office until the close of the |
election to office. | Ordinary General Meeting of Shareholders to |
be held for the last business year ending | |
within one (1) year from their election to | |
office. | |
(Newly established) | (ii) The term of office of Members of the Board |
who are Audit and Supervisory Committee | |
Members shall be from the date of their | |
assumption of office until the close of the | |
Ordinary General Meeting of Shareholders | |
to be held for the last business year ending | |
within two (2) years from their election to | |
office. | |
(Newly established) | (iii) The term of office of a Members of the |
Board who are Audit and Supervisory | |
Committee Members and who are appointed | |
to fill a vacancy left by a Members of the | |
Board who is an Audit and Supervisory | |
Committee Member retiring before the end | |
of his/her term shall be the remaining term of | |
office of the retired Members of the Board. | |
(Newly established) | (iv) The effective term of the resolution for |
election of a Substitute Members of the | |
Board who is an Audit and Supervisory | |
Committee Member under Article 329, | |
Paragraph 3 of the Companies Act shall | |
expire at the beginning of the Ordinary | |
General Meeting of Shareholders to be held | |
for the last business year ending within two | |
(2) years from his/her election, unless | |
shortened by resolution. | |
(Representative Members of the Board) | (Representative Directors) |
Article 20Members of the Board who represent the | Article 21Members of the Board who represent the |
Company shall not exceed three (3) and the | Companies shall not exceed three (3) and the |
Representative Members of the Board shall be | Representative Directors shall be appointed |
appointed by resolution of the Board of | from the Company's Members of the Board, |
Directors. | excluding Members of the Board who are |
Audit and Supervisory Committee Members, | |
by resolution of the Board of Directors. | |
(ii) Representative Directors shall represent the | (ii) (No change) |
Company and shall execute the Company's | |
operations. | |
Current Articles of Incorporation | Proposed Amendment | |||||
(Responsible Directors) | (Responsible Members of the Board) | |||||
Article 21The Board of Directors may appoint, by its | Article 22The Board of Directors may appoint, by its | |||||
resolution, a Chairman Member of the Board, | resolution, a Chairman Member of the Board, | |||||
a Vice Chairman Member of the Board, a | a Vice Chairman Member of the Board, a | |||||
President Member of the Board, and a limited | President Member of the Board, and a limited | |||||
number of Executive Vice President Members | number of Executive Vice President member | |||||
of the Board, Senior Managing Officer | of the Board, Senior Managing Officer | |||||
Members of the Board, and Managing Officer | Members of the Board, and Managing Officer | |||||
Members of the Board. | Members of the Board from the Company's | |||||
Members of the Board, excluding Members of | ||||||
the Board who are Audit and Supervisory | ||||||
Committee Members. | ||||||
(Resolution) | (Resolution) | |||||
Article 22- Article 23(Texts omitted) | Article 23- Article 24(No change) | |||||
(Omission of Board of Directors Meeting Resolution) | (Omission of Board of Directors Meeting Resolution) | |||||
Article 24The Company may, when all of the Directors | Article 25 The Company may, when all of the Directors | |||||
indicate their consent with the proposal | indicate their consent with the proposal | |||||
regarding a matter subject to resolution by the | regarding a matter subject to resolution by the | |||||
Board of Directors in writing or by | Board of Directors in writing or by | |||||
electromagnetic record, deem such indication | electromagnetic record, deem such indication | |||||
to be the resolution of the Board of Directors | to be the resolution of the Board of Directors | |||||
adopting the proposal, unless the Audit & | adopting the proposal. | |||||
Supervisory Board Members have stated their | ||||||
objection to that proposal. | ||||||
(Compensation, etc.) | (Compensation, etc.) | |||||
Article 25Compensation, etc. for the Members of the | Article 26Compensation, etc. for the Company's | |||||
Board shall be determined by resolution of a | Members of the Board shall be determined | |||||
General Meeting of Shareholders. | separately for Members of the Board who are | |||||
Audit and Supervisory Committee Members | ||||||
and other Members of the Boardby resolution | ||||||
of a General Meeting of Shareholders. | ||||||
Article 26- Article 27(Texts omitted) | Article 27- Article 28(No change) | |||||
Chapter V | Chapter V | |||||
Audit & Supervisory Board Members | Audit and Supervisory Committee | |||||
and Audit & Supervisory Board | ||||||
(Establishment of Audit & Supervisory Board Members | (Establishment of Audit and Supervisory Committee) | |||||
and Audit & Supervisory Board) | ||||||
Article 28The Company shall have Audit & Supervisory | Article 29The Company shall have an Audit and | |||||
Board Members and the Audit & Supervisory | Supervisory Committee. | |||||
Board. | ||||||
(Number and Election of Audit & Supervisory Board | (Deleted) | |||||
Members) | ||||||
Article 29 The number of the Company's Audit & | ||||||
Supervisory Board Members shall not | ||||||
exceed five (5) and the Audit & Supervisory | ||||||
Board Members shall be elected by | ||||||
resolution of a General Meeting of | ||||||
Shareholders. |
Current Articles of Incorporation | Proposed Amendment |
(ii) Resolutions to elect Audit & Supervisory | (Deleted) |
Board Members shall be adopted by a | |
majority vote of shareholders present whose | |
total holdings shall not be less than one-third | |
(1/3) of the voting rights held by all | |
shareholders entitled to exercise the voting | |
rights. | |
(Term of Office) | (Deleted) |
Article 30 The term of office of Audit & Supervisory | |
Board Members shall be from the date of their | |
assumption of office until the close of the | |
Ordinary General Meeting of Shareholders to | |
be held for the last business year ending | |
within four (4) years from their election to | |
office. | |
(Election of Substitute Audit & Supervisory Board Members) | (Deleted) |
Article 31 In the event of a vacancy in the office of Audit | |
& Supervisory Board Member, if a quorum is | |
satisfied and if it does not interfere with | |
business, the Company may not appoint a | |
substitute Audit & Supervisory Board | |
Member. | |
(ii) The term of office of an Audit & Supervisory | |
Board Member who is appointed as a | |
substitute Audit & Supervisory Board | |
Member shall be the remaining term of office | |
of the retired Audit & Supervisory Board | |
Member. | |
(Full-timeAudit & Supervisory Board Members) | (Full-timeAudit and Supervisory Committee Members) |
Article 32 The Audit & Supervisory Board shallelect | Article 30Full-timeAudit and Supervisory Committee |
full-timeAudit & Supervisory Board | Members may beelected by resolution of the |
Members from among the Audit & | Audit and Supervisory Committee. |
Supervisory Board Members. | |
. | (Convocation Procedures for Audit and Supervisory |
(Convocation) | Committee Meetings) |
Article 33 The Audit & Supervisory Board may | Article 31 To call an Audit and Supervisory Committee |
determine a convener in advance; provided, | meeting, a convocation notice shall be given |
however, that it shall not preclude other Audit | to each Audit and Supervisory Committee |
& Supervisory Board Members from | Member at least two (2) days prior to the date |
convening a meeting. | of such meetings. In urgent circumstances, |
this period may be shortened. | |
(ii) The convocation notice in the preceding | (ii) The Audit and Supervisory Committee |
paragraph shall be given to each Audit & | meeting may be held without the procedures |
Supervisory Board Members at least two (2) | for calling it if the consent of all Audit and |
days prior to the date of such meetings. In | Supervisory Committee Members is |
urgent circumstances, this period may be | obtained. |
shortened. | |
Current Articles of Incorporation | Proposed Amendment |
(Compensation, etc.) | (Deleted) |
Article 34 Compensation, etc. for Audit & Supervisory | |
Board Members shall be determined by | |
resolution of a General Meeting of | |
Shareholders. | |
(Exemption of Responsibility of Outside Audit & | (Deleted) |
Supervisory Board Members) | |
Article 35 The Company may enter into contract with the | |
Outside Audit & Supervisory Board Members | |
to restrict their liabilities in case of falling | |
under the legal requirement regarding the | |
liabilities of Article 423, Paragraph 1 of the | |
Companies Act. The maximum amount of | |
liability under this agreement shall be the | |
higher of either the previously fixed amount of | |
2 million YEN or more, or the legal minimum | |
liability. | |
(Newly established) | (Authorities of Audit and Supervisory Committee) |
Article 32 The Audit and Supervisory Committee shall | |
determine matters stipulated by laws and | |
regulations and exercise the authorities | |
necessary to perform their duties. | |
(Newly established) | (Resolution at Audit and Supervisory Committee |
Meetings) | |
Article 33 Unless otherwise provided by laws and | |
regulations, the resolution at an Audit and | |
Supervisory Committee meeting is passed by | |
a majority of the Audit and Supervisory | |
Committee Members present at the meeting | |
where the majority of the Audit and | |
Supervisory Committee Members entitled to | |
participate in the vote are present. | |
(Newly established) | (Audit and Supervisory Committee Regulations) |
Article 34 Matters related to the Audit and Supervisory | |
Committee shall be stipulated by laws and | |
regulations and the Articles of Incorporation | |
as well as the Audit and Supervisory | |
Committee Regulations provided by the Audit | |
and Supervisory Committee. | |
Chapter VI | Chapter VI |
Accounting Auditor | Accounting Auditor |
Article 36- Article 38(Texts omitted) | Article 35- Article 37(No change) |
(Compensation, etc. for Accounting Auditors) | (Compensation, etc. for Accounting Auditors) |
Article 39Compensation, etc. for Accounting Auditors | Article 38Compensation, etc. for Accounting Auditors |
shall be determined by the Representative | shall be determined by the Representative |
Member of the Board with the consent of the | Director with the consent of the Audit and |
Audit & Supervisory Board. | Supervisory Committee. |
Chapter VII | Chapter VII |
Accounting | Accounting |
Article 40- Article 43(Texts omitted)
Article 39- Article 42(No change)
Proposal No.2: Election of 5 Members of the board (Excluding Members of the Board Who Are
Audit and Supervisory Committee Members)
If Proposal 1 "Partial Amendments to the Articles of Incorporation" is approved as proposed, the
Company will transition to a company with an Audit and Supervisory Committee.
Therefore, As the terms of office of all six (6) current Members of the board will expire at the conclusion of this General Meeting of Shareholders, we propose the election of five (5) Members of the board (Excluding Members of the board who are Audit and Supervisory Committee Members) .
This proposal may only take effect on the condition that amendments to the Articles of Incorporation in Proposal 1 "Partial Amendments to the Articles of Incorporation" are adopted.
The nominees for Members of the Board are as follows:
Nomi | Board Meeting | |||||||||||||||||||||
nee | Name | Gender | Current posts, assignments in the Company and attribute | attendance in | ||||||||||||||||||
NO. | fiscal year 2023 | |||||||||||||||||||||
1 | Reappointment | Shinya Ogawa | Male | Chairman, Member of the Board | 13/13 | |||||||||||||||||
(100%) | ||||||||||||||||||||||
2 | Reappointment | Tetsushi Ogawa | Male | President, Member of the Board | 13/13 | |||||||||||||||||
Chief Officer, Corporate Planning Center, | (100%) | |||||||||||||||||||||
3 | Reappointment | Hisashi Kayukawa | Male | Senior Managing Officer, Member of the Board | 13/13 | |||||||||||||||||
Chief Officer, Valve & TPMS Business Group | (100%) | |||||||||||||||||||||
Senior Managing Officer, Member of the Board | 13/13 | |||||||||||||||||||||
4 | Reappointment | Terumi Noda | Male | Chief | Officer, Stamping & Plastic | Molding | ||||||||||||||||
(100%) | ||||||||||||||||||||||
Business Group | ||||||||||||||||||||||
6 | Reappointment | Masako Hayashi | Female | Outside Board Member and Independent Officer | 13/13 | |||||||||||||||||
(100%) | ||||||||||||||||||||||
(Reference)Skill Matrix of Members of the board | ||||||||||||||||||||||
Manufacturing/ | R&D/ | Legal/ | ||||||||||||||||||||
Management/ | Human | Environment/ | Finance/ | International | Sales and | |||||||||||||||||
Name | Technolo | Risk | ||||||||||||||||||||
Governance | Resource | Energy | Accounting | Experience | Procurement | |||||||||||||||||
gy | Management | |||||||||||||||||||||
Development | ||||||||||||||||||||||
Shinya Ogawa | ● | ● | ● | ● | ● | ● | ||||||||||||||||
Board | Tetsushi Ogawa | ● | ● | ● | ● | ● | ||||||||||||||||
Member | ||||||||||||||||||||||
Hisashi Kayukawa | ● | ● | ● | ● | ● | |||||||||||||||||
Terumi Noda | ● | ● | ● | ● | ● | |||||||||||||||||
Outside | ● | ● | ● | |||||||||||||||||||
Board | Masako Hayashi | |||||||||||||||||||||
Member | ||||||||||||||||||||||
1. Shinya Ogawa (September 8, 1947) Reappointment
- Brief personal history, posts and assignments in the Company
April 1973: | Joined Toyota Motor Co., Ltd. |
(Current Toyota Motor Corporation) | |
January 1981: | Left Toyota Motor Co., Ltd. |
February1981: | Joined Pacific Industrial Co., Ltd. |
June 1983: | Member of the Board |
June 1985: | Managing Officer, Member of the Board |
March 1989: | Senior Managing Officer, Member of the Board |
February 1990: | Executive Vice President, Member of the Board |
June 1996: | President, Member of the Board |
April 2023 | Chairman, Member of the Board (current position) |
- Number of the Company's shares owned: 1,476,266
■ Reason that the Company appointed Shinya Ogawa as a candidate for Member of the Board:
As President and Representative Director for many years, Shinya Ogawa implemented sustainability management with awareness of the improvement of corporate value and all stakeholders, and devoted himself to the growth and development of the company based on the corporate philosophy of technological development, respect for human rights and conservation of the global environment. Since April 2023, he has been responsible for the overall supervision of management as Chairman and Representative Director. The company has continued to nominate him as a candidate for Director because of his insight and wealth of experience as a business manager, which is backed by his track record.
2. Tetsushi Ogawa (August 16, 1978) Reappointment
- Brief personal history, posts and assignments in the Company
April 2005: | Joined Toyota Motor Corporation |
December 2010: | Left Toyota Motor Corporation |
January 2011: | Joined Pacific Industrial Co., Ltd. |
June 2011: | Operating Officer |
June 2013: | Managing Officer |
June 2015: | Senior Managing Officer, Member of the Board |
June 2018: | Executive Vice President, Member of the Board |
June 2021: | Vice President and Representative Director, |
April 2023: | President, Member of the Board |
Chief Officer, Corporate Planning Center (current position) |
- Number of the Company's shares owned: 87,416
■ Reason that the Company appointed Tetsushi Ogawa as a candidate for Member of the Board:
Tetsushi Ogawa aims to improve profitability through both growth strategies and on-site improvements, and demonstrated outstanding management capabilities in corporate restructuring based on M&A, strengthening of the governance structure and the creation of products pleasing to customers. As President and Representative Director since April 2023, he has taken on the challenge of reform as a group and worked on the creation of new value. In addition to his abundant management experience, the company has judged that his broad perspective and profound insight, including his field perspective, are essential to the management of our group and has continued to nominate him as a candidate for member of the board.
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Pacific Industrial Co. Ltd. published this content on 16 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2024 15:20:04 UTC.