Please note that the following is an English translation of the original Japanese version, prepared only for the convenience of shareholders residing outside Japan. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.
Securities Identification Code: 8410 May 31, 2024 (Date of commencement of electronic provision measures: May 20, 2024)
CONVOCATION NOTICE OF THE 23RD ORDINARY GENERAL
MEETING OF SHAREHOLDERS OF SEVEN BANK, LTD.
Dear Shareholder,
Notice is hereby given that the 23rd Ordinary General Meeting of Shareholders (the "Meeting") of Seven Bank, Ltd. (the "Bank") will be held as described below.
When convening the Meeting, the Bank has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Bank's website. Please access the website to view the information.
[The Bank's website] https://www.sevenbank.co.jp/english/ir/stock/meeting.html
In addition to the Bank's website shown above, the Bank also has posted this information on the website of Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), input the issue name (Seven Bank, Ltd.) or securities identification code (8410), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
[The TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
In lieu of attending the Meeting in person, you may exercise your voting rights in writing or by electronic means (e.g., the Internet). Please review the "Reference Materials for General Meeting of Shareholders" and exercise your voting rights by 5:30 p.m. on Friday, June 14, 2024.
Yours Sincerely,
Masaaki Matsuhashi, President and Representative Director
Seven Bank, Ltd.
6-1 Marunouchi 1-chome,
Chiyoda-ku, Tokyo
Shareholders with limited mobility or who require an interpreter may be accompanied by and seated with a caregiver or interpreter. Please inform the reception desk on the day of the Meeting.
Dedicated space is available in the venue for those in wheelchairs. Please ask for information at the reception desk.
1
Date and time | Monday, June 17, 2024, at 10 a.m. (Doors open at 9 a.m.) | |
Place | Ho-O-No-Ma (Main Hall) | |
Tokyo Prince Hotel | ||
3-1, Shibakoen 3-chome,Minato-ku, Tokyo | ||
Agenda of the Meeting | ||
Matters to be | 1. Business Report and Report on the Consolidated Financial Statements | |
Reported | for the 23rd Fiscal Period (from April 1, 2023 to March 31, 2024) and the | |
Results of Audit by the Accounting Auditor and the Audit & Supervisory | ||
Board on Said Consolidated Financial Statements. | ||
2. Report on the Non-consolidated Financial Statements for the 23rd Fiscal | ||
Period (from April 1, 2023 to March 31, 2024). | ||
Matters to be | Proposal 1 | Election of Eight (8) Directors |
Resolved | Proposal 2 | Election of One (1) Audit & Supervisory Board Member |
Proposal 3 | Election of One (1) Substitute Audit & Supervisory Board | |
Member |
Matters decided in convening the Meeting
- Should you indicate neither approval nor disapproval on each proposal in the Exercise of Voting Rights Form, it shall be treated as an approval vote.
- Should you wish to exercise non-uniform voting rights, please provide written or electronic notification to this effect, together with the reasons for your decision, no later than three days prior to the Meeting.
End
Notes:
- If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.
-
Certain matters omitted from the document to be delivered
The following matters will not be provided in the paper copy to shareholders who made a request for delivery of documents pursuant to the provisions of laws and regulations and Article 14, Paragraph 2 of the Articles of Incorporation of the Bank. Accordingly, the paper copy to be delivered to shareholders who made a request for delivery of documents constitutes only part of the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor to prepare the Audit Report. - "Matters concerning the Bank's subscription rights to shares, etc.," "System for ensuring the suitable maintenance of operations," "Basic policy concerning the current status of persons supervising the determination of financial and operational policy," "Matters concerning specific wholly owned subsidiaries," "Matters concerning transactions with the Bank's parent company and others," "Matters concerning accounting advisors," and "Other" in the Business Report;
- "Consolidated Statement of Changes in Net Assets" and the notes to the Consolidated Financial Statements, and;
- "Statement of Changes in Net Assets" and the notes to the Non-consolidated Financial Statements.
2
Guidance to the Exercise of Voting Rights
Voting rights are important rights of shareholders. Please exercise your voting rights after carefully reviewing the "Reference Materials for General Meeting of Shareholders" listed in the matters subject to the electronic provision measures.
There are three methods for the exercise of voting rights as follows.
Attending the General Meeting
Please present the enclosed Exercise of Voting Rights Form at the reception desk. Date and time of the General Meeting: Monday, June 17, 2024, at 10 a.m.
By mail
Please indicate your approval or disapproval of the proposals on the enclosed Exercise of Voting Rights Form, and return it so that it arrives by the following deadline.
Exercise deadline: Must arrive by 5:30 p.m., Friday, June 14, 2024
Via the Internet
Please access the voting service Web site (https://evote.tr.mufg.jp/) designated by the Bank and enter your approval or disapproval of the proposals by the following deadline.
Exercise deadline: No later than 5:30 p.m., Friday, June 14, 2024
Notes on the exercise of voting rights via the Internet
- Handling of exercise of voting rights via the Internet is suspended from 2:30 a.m. to 4:30 a.m. daily.
- If you have exercised your voting rights via the Internet, the vote exercised via the Internet shall prevail even if you exercise your voting rights by returning the Exercise of Voting Rights Form by mail.
- If you have exercised your voting rights more than once via the Internet, only the last vote shall prevail.
- Telecommunications and other charges that might be required to access the voting service Web site shall be borne by the shareholder.
- Please note that the exercise of voting rights using a personal computer or a smartphone, etc. may not be available depending on the Internet environment of each shareholder.
To Institutional Investors
As an alternative method for the exercise of voting rights for the Bank's General Meetings, the Electronic Voting Platform operated by Investor Communications Japan, Inc. is available.
For inquiries relating to the system, etc., please contact:
Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Division (Help Desk): 0120-173-027
Operating hours: 9:00 a.m. to 9:00 p.m.
3
Reference Materials for General Meeting of Shareholders
Proposal 1: Election of Eight (8) Directors
The term of office of all eight (8) incumbent Directors will expire at the end of this General Meeting of Shareholders. We therefore propose that you elect eight (8) Directors.
Candidates for the position of Director are as follows.
Candidate | Skill Matrix | |||||||||||||||||||||
Name | Corporate | Sales and | Product | Human | Financial | Legal Affairs | ||||||||||||||||
number | Development | Global | Resources & | Affairs and | & Risk | |||||||||||||||||
Management | Marketing | |||||||||||||||||||||
& IT | Labor | Finance | Management | |||||||||||||||||||
Yasuaki | Chairman and | 〇 | 〇 | 〇 | 〇 | |||||||||||||||||
1 | ||||||||||||||||||||||
Reappointed | Representative | |||||||||||||||||||||
Funatake | Director | |||||||||||||||||||||
Masaaki | President and | 〇 | 〇 | 〇 | ||||||||||||||||||
2 | ||||||||||||||||||||||
Reappointed | Representative | |||||||||||||||||||||
Matsuhashi | Director | |||||||||||||||||||||
Tsuyoshi | 〇 | 〇 | 〇 | |||||||||||||||||||
3 | ||||||||||||||||||||||
Reappointed | Director | |||||||||||||||||||||
Kobayashi | ||||||||||||||||||||||
Outside | ||||||||||||||||||||||
Makoto | Director | 〇 | 〇 | 〇 | 〇 | |||||||||||||||||
4 | ||||||||||||||||||||||
Reappointed | ||||||||||||||||||||||
Kigawa | Independent | |||||||||||||||||||||
Officer | ||||||||||||||||||||||
Outside | ||||||||||||||||||||||
Yukiko | Director | 〇 | 〇 | 〇 | ||||||||||||||||||
5 | ||||||||||||||||||||||
Reappointed | ||||||||||||||||||||||
Kuroda | ||||||||||||||||||||||
Independent | ||||||||||||||||||||||
Officer | ||||||||||||||||||||||
Outside | ||||||||||||||||||||||
Etsuhiro | Director | 〇 | 〇 | 〇 | ||||||||||||||||||
6 | ||||||||||||||||||||||
Reappointed | ||||||||||||||||||||||
Takato | Independent | |||||||||||||||||||||
Officer | ||||||||||||||||||||||
Outside | ||||||||||||||||||||||
Director | 〇 | 〇 | 〇 | |||||||||||||||||||
7 | Yuji Hirako | |||||||||||||||||||||
Reappointed | ||||||||||||||||||||||
Independent | ||||||||||||||||||||||
Officer | ||||||||||||||||||||||
Outside | ||||||||||||||||||||||
Director | 〇 | 〇 | ||||||||||||||||||||
8 | Tami Kihara | |||||||||||||||||||||
Reappointed | ||||||||||||||||||||||
Independent | ||||||||||||||||||||||
Officer | ||||||||||||||||||||||
Skill Matrix of Audit & Supervisory Board Members
Kazuhiko | Full-time Audit & | ||||||
Reappointed | |||||||
Supervisory | ○ | ○ | |||||
Ishiguro | |||||||
Board Member | |||||||
Ryoji Sakai | Full-time Audit | ||||||
& Supervisory | ○ | ○ | ○ | ||||
Board Member | |||||||
Outside Audit & | |||||||
Hideaki | Supervisory | ||||||
Board Member | ○ | ○ | |||||
Terashima | |||||||
Independent | |||||||
Officer | |||||||
Outside Audit & | |||||||
Chieko | Supervisory | ||||||
Board Member | ○ | ||||||
Ogawa | |||||||
Independent | |||||||
Officer |
If Proposals 1 and 2 are approved as proposed, the skills and matrix of Directors and Audit & Supervisory Board Members after this General Meeting of Shareholders will be as shown above. We utilize the skill matrix when appointing Directors and Audit & Supervisory Board Members, and aim for a well-balanced composition of members with diverse skills and expertise.
4
Number of | Attendance at | ||||
Candidate | Name | Biography, position and business in charge, and significant concurrent | meetings of the | ||
Company | Board of | ||||
number | (Date of birth) | positions | |||
shares owned | Directors during | ||||
fiscal 2023 | |||||
Apr. 1980 | Joined the Long-Term Credit Bank of Japan, Limited | ||||
(now SBI Shinsei Bank, Limited) | |||||
Jul. 2001 | Manager of Retail Business Development Division, | ||||
Shinsei Bank, Limited (now SBI Shinsei Bank, Limited) | |||||
Dec. 2001 | Joined the Bank | ||||
Oct. 2002 | General Manager of Business Development Division, | ||||
the Bank | |||||
May 2006 | General Manager of Project Development Division, the | ||||
Bank | |||||
Jun. 2006 | Executive Officer, General Manager of Project | ||||
Development Division, the Bank | |||||
Jun. 2008 | Director, Executive Officer, General Manager of | ||||
Business Promotion Division, the Bank | |||||
Jun. 2010 | Director, Managing Executive Officer, General | ||||
Manager of Planning Division, the Bank | |||||
Jun. 2013 | Director, Senior Managing Executive Officer, General | Attended | |||
Yasuaki Funatake | Manager of Planning Division, the Bank | all 15 | |||
1 | (November 29, 1956) | Apr. 2014 | Director, Senior Managing Executive Officer, the Bank | 227,600 | |
Reappointed | Jun. 2016 | Director, Executive Vice President, the Bank | meetings | ||
(100%) | |||||
Jun. 2018 | President and Representative Director, the Bank | ||||
Jun. 2018 | Director, Seven Pay Co., Ltd. | ||||
Jun. 2022 | Chairman and Representative Director, the Bank | ||||
(present post) | |||||
May 2023 | Director, Seven Card Service Co., Ltd. (present post) | ||||
[Significant Concurrent Positions] | |||||
Director, Seven Card Service Co., Ltd. | |||||
[Reasons for appointing the candidate for Director] | |||||
Mr. Yasuaki Funatake, as Chairman and Representative Director of | |||||
the Bank, possesses abundant experience and demonstrated | |||||
outstanding performance and insights in the Bank's overall | |||||
management. Therefore, the Bank judges him to be suitable to | |||||
control and supervise the Bank's overall management and a suitable | |||||
candidate for Director. | |||||
Apr. 1983 | Joined NEC Engineering, Ltd. (now NEC Platforms, | ||||
Ltd.) | |||||
Apr. 2002 | Joined NEC Corporation | ||||
Apr. 2003 | Joined the Bank | ||||
Apr. 2009 | General Manager of ATM Solution Division, the Bank | ||||
Jun. 2011 | Executive Officer, General Manager of ATM Solution | ||||
Division, the Bank | |||||
Jul. 2015 | Managing Executive Officer, General Manager of ATM | ||||
Solution Division, the Bank | |||||
Apr. 2016 | Managing Executive Officer, the Bank | Attended | |||
Jun. 2018 | Senior Managing Executive Officer, the Bank | ||||
Masaaki Matsuhashi | all 15 | ||||
2 | Jul. 2021 | Senior Managing Executive Officer, General Manager | 26,267 | ||
(April 6, 1962) | meetings | ||||
Reappointed | of Corporate Transformation Division, the Bank | ||||
Oct. 2021 | Senior Managing Executive Officer, the Bank | (100%) | |||
Jun. 2022 | President and Representative Director, the Bank | ||||
(present post) | |||||
[Business in Charge] | |||||
Internal Audit Division | |||||
[Reasons for appointing the candidate for Director] | |||||
Mr. Masaaki Matsuhashi, as President and Representative Director | |||||
of the Bank, has controlled the Bank's overall management and | |||||
possesses abundant experience, and demonstrated performance | |||||
and insight in promoting the Bank's management strategies. | |||||
Therefore, the Bank judges him to be a suitable candidate for | |||||
Director. |
5
Number of | Attendance at | ||||
Candidate | Name | Biography, position and business in charge, and significant concurrent | meetings of the | ||
Company | Board of | ||||
number | (Date of birth) | positions | |||
shares owned | Directors during | ||||
fiscal 2023 | |||||
Apr. 1981 | Joined The Long-Term Credit Bank of Japan, Limited | ||||
(now SBI Shinsei Bank, Limited) | |||||
Jun. 2000 | Joined The Industrial Bank of Japan, Limited (now | ||||
Feb. 2004 | Mizuho Bank, Ltd.) | ||||
Joined Seven-Eleven Japan Co., Ltd. | |||||
Sep. 2005 | Executive Officer and Senior Officer of the Corporate | ||||
Planning Department, Seven & i Holdings Co., Ltd. | |||||
May 2009 | Director, Executive Officer and Senior Officer of the | ||||
Corporate Planning Department and the Overseas | |||||
Planning Department, Seven & i Holdings Co., Ltd. | |||||
Dec. 2014 | Director, Executive Officer and Senior Officer of | ||||
Assistant to the President, Seven & i Holdings Co., | |||||
Ltd. | |||||
May 2015 | Deputy Director-General of Planning Division, the | ||||
Bank | |||||
Mar. 2017 | Director and Senior Managing Executive Officer, | ||||
Seven Financial Service Co., Ltd. | |||||
Mar. 2017 | Director and Senior Managing Executive Officer, | ||||
Mar. 2018 | Seven Card Service Co., Ltd. | ||||
Tsuyoshi Kobayashi | Director, Seven CS Card Service Co., Ltd. | Attended 10 | |||
Jun. 2018 | President and Representative Director, Seven Pay | ||||
3 | of 11 | ||||
(August 12, 1957) | Co., Ltd. | 32,900 | |||
meetings | |||||
Reappointed | Mar. 2022 | Executive Officer and General Manager of Financial | (90.9%) | ||
Business Strategy Office, Seven & i Holdings Co., Ltd. | |||||
Mar. 2023 | Chairman and Representative Director, Seven | ||||
Financial Service Co., Ltd. (present post) | |||||
Mar. 2023 | Chairman and Representative Director, Seven Card | ||||
Service Co., Ltd. (present post) | |||||
Apr. 2023 | Managing Executive Officer, Head of Financial | ||||
Jun. 2023 | services, Seven & i Holdings Co., Ltd. (present post) | ||||
Director, the Bank (present post) |
[Significant Concurrent Positions]
Managing Executive Officer, Seven & i Holdings Co., Ltd. Chairman and Representative Director, Seven Card Service Co., Ltd.
Chairman and Representative Director, Seven Financial Service Co., Ltd.
[Reasons for appointing the candidate for Director]
Mr. Tsuyoshi Kobayashi, as Managing Executive Officer of Seven & i Holdings Co., Ltd. and as Chairman and Representative Director of both Seven Card Service Co., Ltd. and Seven Financial Service Co., Ltd., possesses experience and demonstrated insight. Therefore, the Bank judges him to be a suitable candidate for Director.
6
Number of | Attendance at | ||||
Candidate | Name | Biography, position and business in charge, and significant concurrent | meetings of the | ||
Company | Board of | ||||
number | (Date of birth) | positions | |||
shares owned | Directors during | ||||
fiscal 2023 | |||||
Apr. 1973 | Joined The Fuji Bank, Limited (now Mizuho Bank, | ||||
Ltd.) | |||||
Apr. 2004 | Managing Director, Mizuho Corporate Bank, Ltd. (now | ||||
Mizuho Bank, Ltd.) | |||||
Apr. 2005 | Joined YAMATO TRANSPORT CO., LTD. (now | ||||
YAMATO HOLDINGS CO., LTD.) | |||||
Jun. 2005 | Managing Director, YAMATO TRANSPORT CO., | ||||
LTD. | |||||
Jun. 2006 | Representative Director and Senior Executive Officer, | ||||
YAMATO TRANSPORT CO., LTD. | |||||
Mar. 2007 | Representative Director, President and Executive | ||||
Officer, YAMATO TRANSPORT CO., LTD. | |||||
Apr. 2011 | Representative Director, President and Executive | ||||
Officer, YAMATO HOLDINGS CO., LTD. | |||||
Apr. 2015 | Representative Director and Chairman, YAMATO | ||||
HOLDINGS CO., LTD. | |||||
Jun. 2016 | Director, Komatsu Ltd. | ||||
Apr. 2018 | Director and Chairman, YAMATO HOLDINGS CO., | ||||
Makoto Kigawa | LTD. | Attended | |||
(December 31, 1949) | Jun. 2018 | Director, the Bank (present post) | |||
all 15 | |||||
4 | Reappointed | Apr. 2019 | Director, YAMATO HOLDINGS CO., LTD. | 0 | |
meetings | |||||
Independent Officer | Jun. 2019 | Director, Oki Electric Industry Co., Ltd. (present post) | |||
(100%) | |||||
Outside Director | |||||
Jun. 2019 | Special Adviser, YAMATO HOLDINGS CO., LTD. | ||||
Apr. 2020 | Corporate Auditor, The Higo Bank, Ltd. | ||||
Apr. 2022 | Director, The Higo Bank, Ltd. (present post) | ||||
Jun. 2022 | External Board Member, ICMG Co., Ltd. (present | ||||
post) | |||||
Jun. 2023 | Advisor, YAMATO HOLDINGS CO., LTD. |
[Significant Concurrent Positions]
Outside Director, Oki Electric Industry Co., Ltd. Outside Director, The Higo Bank, Ltd.
[Reasons for appointing the candidate for Outside Director and Outline of Expected Roles]
Mr. Makoto Kigawa's experience and insight as a manager at YAMATO HOLDINGS CO., LTD., etc., have genuinely contributed to the Bank's management. Therefore, the Bank judges him to be a suitable candidate for Outside Director. If he is elected as an Outside Director, the Bank expects him to continue providing supervision and guidance regarding management policies and business operations drawing on his experience and insight in corporate management.
7
Number of | Attendance at | ||||
Candidate | Name | Biography, position and business in charge, and significant concurrent | meetings of the | ||
Company | Board of | ||||
number | (Date of birth) | positions | |||
shares owned | Directors during | ||||
fiscal 2023 | |||||
Apr. 1986 | Joined Sony Corporation | ||||
Jan. 1991 | Representative Director, People Focus Consulting | ||||
Jun. 2010 | Audit & Supervisory Board Member, Astellas Pharma | ||||
Inc. | |||||
Mar. 2011 | Director, CAC Co., Ltd. (now CAC Holdings | ||||
Corporation) | |||||
Apr. 2012 | Director/Founder, People Focus Consulting | ||||
Jun. 2013 | Director, Marubeni Corporation | ||||
Jun. 2015 | Member of the Board, Mitsui Chemicals, Inc. | ||||
Jun. 2018 | Director, the Bank (present post) | ||||
Jun. 2018 | Director, Terumo Corporation (present post) | ||||
Jun. 2022 | Director, OBAYASHI CORPORATION (present post) | ||||
Yukiko Kuroda | Aug. 2022 | Director, Oracle Corporation Japan (present post) | Attended | ||
(September 24, 1963) | |||||
Mar. 2024 | Advisor/Founder, People Focus Consulting (present | all 15 | |||
5 | Reappointed | 0 | |||
Independent Officer | post) | meetings | |||
(100%) | |||||
Outside Director | [Significant Concurrent Positions] | ||||
Advisor/Founder, People Focus Consulting | |||||
Outside Director, Terumo Corporation | |||||
Independent Director, OBAYASHI CORPORATION | |||||
Outside Director, Oracle Corporation Japan | |||||
[Reasons for appointing the candidate for Outside Director and Outline | |||||
of Expected Roles] | |||||
Ms. Yukiko Kuroda's experience as a corporate manager and insight | |||||
related to the development of human resources who can handle | |||||
global business have genuinely contributed to the Bank's | |||||
management. Therefore, the Bank judges her to be a suitable | |||||
candidate for Outside Director. If she is elected as an Outside | |||||
Director, the Bank expects her to continue providing supervision and | |||||
guidance regarding management policies and business operations | |||||
drawing on her experience in corporate management and insight into | |||||
the development of human resources who can handle global | |||||
business. |
8
Number of | Attendance at | ||||
Candidate | Name | Biography, position and business in charge, and significant concurrent | Company | meetings of the | |
shares | Board of | ||||
(Date of birth) | positions | ||||
number | owned | Directors during | |||
fiscal 2023 | |||||
Apr. 1979 | Joined Ajinomoto Co., Inc. | ||||
Aug. 2002 | President, PT Ajinomoto Indonesia | ||||
Jul. 2007 | General Manager, Industrial Umami Seasonings | ||||
Dept., Amino Acids Company, Ajinomoto Co., Inc. | |||||
Jun. 2009 | Corporate Executive Officer, Ajinomoto Co., Inc. | ||||
Jun. 2009 | President, Ajinomoto do Brasil Indústria e Comércio | ||||
de Alimentos Ltda. | |||||
Jun. 2013 | Member of the Board & Corporate Vice President, | ||||
Ajinomoto Co., Inc. | |||||
Jun. 2013 | President, Ajinomoto Co., (Thailand) Ltd. | ||||
Jan. 2015 | President, Ajinomoto SEA Regional Headquarters Co., | ||||
Ltd. | |||||
Jun. 2015 | Member of the Board & Corporate Senior Vice | ||||
President, Ajinomoto Co., Inc. | |||||
Jun. 2016 | General Manager, Food Products Division, Ajinomoto | ||||
Co., Inc. | |||||
Etsuhiro Takato | Jun. 2017 | Representative Director & Corporate Senior Vice | Attended 14 | ||
President, Ajinomoto Co., Inc. | |||||
6 | (February 6, 1957) | Jun. 2019 | Member of the Board, Ajinomoto Co., Inc. | 6,900 | of 15 |
Reappointed | Jun. 2020 | Chairman, Umami Manufacturers Association of | meetings | ||
Independent Officer | (93.3%) | ||||
Outside Director | Jun. 2021 | Japan | |||
Advisor, Ajinomoto Co., Inc. | |||||
Mar. 2022 | Director, Milbon Co., Ltd. (present post) | ||||
Apr. 2022 | Director, TOKYO VERDY, Inc. (present post) | ||||
Jun. 2022 | Director, the Bank (present post) |
[Significant Concurrent Positions] Outside Board Director, Milbon Co., Ltd.
[Reasons for appointing the candidate for Outside Director and Outline of Expected Roles]
Mr. Etsuhiro Takato's experience and insight in corporate management, marketing, and global duties from working at Ajinomoto Co., Inc. have genuinely contributed to the Bank's management. Therefore, the Bank judges him to be a suitable candidate for Outside Director. If he is elected as an Outside Director, the Bank expects him to continue providing supervision and guidance regarding management policies and business operations drawing on his experience and insight in corporate management, marketing, and global duties.
9
Number of | Attendance at | ||||
Candidate | Name | Biography, position and business in charge, and significant concurrent | meetings of the | ||
Company | Board of | ||||
number | (Date of birth) | positions | |||
shares owned | Directors during | ||||
fiscal 2023 | |||||
Apr. 1981 | Joined ALL NIPPON AIRWAYS CO., LTD. (now ANA | ||||
HOLDINGS INC.) | |||||
Apr. 2010 | Director of Corporate Planning, ALL NIPPON | ||||
AIRWAYS CO., LTD. | |||||
Jun. 2011 | Executive Vice President, ALL NIPPON AIRWAYS | ||||
CO., LTD. | |||||
Apr. 2013 | Executive Vice President, ALL NIPPON AIRWAYS | ||||
CO., LTD. | |||||
Apr. 2015 | Executive Vice President, ANA HOLDINGS INC. | ||||
Jun. 2015 | Member of the Board of Directors, Executive Vice | ||||
President, ANA HOLDINGS INC. | |||||
Apr. 2017 | Member of the Board of Directors, ANA HOLDINGS | ||||
INC. | |||||
Apr. 2017 | President and CEO, ALL NIPPON AIRWAYS, CO., | ||||
Yuji Hirako | LTD. | Attended | |||
(January 25, 1958) | Apr. 2022 | Member of the Board, Vice Chairman, ANA | |||
all 11 | |||||
7 | Reappointed | HOLDINGS INC. | 600 | ||
meetings | |||||
Independent Officer | Jun. 2023 | Director, the Bank (present post) | |||
(100%) | |||||
Outside Director | Jun. 2023 | Director, JVCKENWOOD Corporation (present post) | |||
Apr. 2024 | Senior Advisor, ANA HOLDINGS INC. (present post) | ||||
[Significant Concurrent Positions] | |||||
Senior Advisor, ANA HOLDINGS INC. | |||||
External Director, JVCKENWOOD Corporation | |||||
[Reasons for appointing the candidate for Outside Director and Outline | |||||
of Expected Roles] | |||||
Mr. Yuji Hirako's experience and insight as a manager at ANA | |||||
HOLDINGS INC., etc. have genuinely contributed to the Bank's | |||||
management. Therefore, the Bank judges him to be a suitable | |||||
candidate for Outside Director. If he is elected as an Outside | |||||
Director, the Bank expects him to continue providing supervision and | |||||
guidance regarding management policies and business operations | |||||
drawing on his experience and insight in corporate management. | |||||
Apr. 1985 | Joined Ricoh Company, Ltd. | ||||
Apr. 2019 | Administrative Officer and General Manager of | ||||
Technology Management Division, Ricoh IT Solutions | |||||
Co., Ltd. | |||||
Apr. 2021 | General Manger of Digital Professionals Strategy | ||||
Center of Digital Strategy Department, Ricoh | |||||
Company, Ltd. | |||||
Apr. 2022 | Administrative Officer, Ricoh IT Solutions Co., Ltd. | ||||
Tami Kihara | Jul. 2022 | Director, Ricoh IT Solutions Co., Ltd. | Attended | ||
Jun. 2023 | Director, the Bank (present post) | ||||
(June 27, 1962) | |||||
all 11 | |||||
8 | Reappointed | 0 | |||
Apr. 2024 | Advisor, ILY. inc (present post) | meetings | |||
Independent Officer | |||||
[Reasons for appointing the candidate for Outside Director and Outline | (100%) | ||||
Outside Director | |||||
of Expected Roles] | |||||
Ms. Tami Kihara' experience and insight in corporate management | |||||
at Ricoh IT Solutions Co., Ltd. and HR strategy at Ricoh Company, | |||||
Ltd. have genuinely contributed to the Bank's management. | |||||
Therefore, the Bank judges her to be a suitable candidate for | |||||
Outside Director. If she is elected as an Outside Director, the Bank | |||||
expects her to continue providing supervision and guidance | |||||
regarding management policies and business operations drawing on | |||||
her experience and insight in corporate management and HR | |||||
strategy. |
Notes: 1. Mr. Yasuaki Funatake concurrently serves as Director of Seven Card Service Co., Ltd., which is the Bank's specified related business operator.
Mr. Tsuyoshi Kobayashi concurrently serves as Managing Executive Officer of Seven & i Holdings Co., Ltd., which is the Bank's specified related business operator, and as Chairman and Representative Director of both Seven Card Service Co., Ltd. and Seven Financial Service Co., Ltd.
There are no particular interests between the Bank and any of the other candidates for Director.
If the election of Mr. Tsuyoshi Kobayashi is approved as originally proposed, Mr. Kobayashi will become a non-executive Director.
- Mr. Makoto Kigawa, Ms. Yukiko Kuroda, Mr. Etsuhiro Takato, Mr. Yuji Hirako, and Ms. Tami Kihara are candidates for Outside Director of the Bank.
- Regarding Mr. Makoto Kigawa, Ms. Yukiko Kuroda, Mr. Etsuhiro Takato, Mr. Yuji Hirako, and Ms. Tami Kihara, who are currently serving as Outside Directors of the Bank, each candidate's length of service period as an Outside Director is six years for Mr. Makoto Kigawa and Ms. Yukiko Kuroda, and two years for Mr. Etsuhiro Takato, and one year for Mr. Yuji Hirako and Ms. Tami Kihara at the end of the 23rd Ordinary General Meeting of Shareholders.
- With Mr. Makoto Kigawa, Ms. Yukiko Kuroda, Mr. Etsuhiro Takato, Mr. Yuji Hirako, and Ms. Tami Kihara, the Bank currently has a contract for limitation of indemnity liability as provided in Article 423, Paragraph 1 of the Companies Act on the basis of the provisions of Article 427, Paragraph 1 of the Companies Act. (Provided, however, that the amount of the liability limitation under the contract is as
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Seven Bank Ltd. published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 00:07:02 UTC.