Note: This document has been translated from a part of 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.
(Stock Exchange Code 6023)
June 6, 2024
To Shareholders with Voting Rights:
Yoshinobu Hotta
President
Daihatsu Diesel Mfg. Co., Ltd.
1-30 Oyodo Naka 1-chome,Kita-ku, Osaka
NOTICE OF THE 64th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 64th Annual General Meeting of Shareholders of Daihatsu Diesel Mfg. Co., Ltd. (the "Company") will be held for the purposes as described below.
In convocation of this General Meeting of Shareholders, the Company has taken measures for electronic provision. The matters subject to measures for electronic provision are posted on the following website on the internet.
[The Company's website] https://www.dhtd.co.jp/en/ir/shareholders.html
Moreover, the information is also published on the Tokyo Stock Exchange (TSE) website. Please access TSE's website (Listed Company Search) and search for the information by entering the issue name (Daihatsu Diesel) or stock exchange code (6023) of the Company. Please select Basic information and Documents for public inspection/PR information to confirm the details.
[TSE website (Listed Company Search)]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
In lieu of attending the meeting in person, you can exercise your voting rights through the internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. Japan time on Wednesday, June 26, 2024.
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan time
2. Place: | Space 36 L, 36F, Umeda Sky Building Tower West |
1-30 Oyodo Naka 1-chome,Kita-ku, Osaka | |
(Please note that the venue is different from the previous year.) |
- 1 -
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
64th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Board of Statutory Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 64th Fiscal Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1: Distribution of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Ten (10) Directors
Proposal 4: Election of Two (2) Statutory Auditors
Proposal 5: Payment of Bonuses to Directors and Statutory Auditors
4. Matters Decided in Connection with this Convocation:
- The paper copy sent to shareholders who have requested it does not contain the following matters according to relevant laws and regulations and the provisions of Article 14 of the Company's Articles of Incorporation. The Statutory Auditors and the Accounting Auditor have audited the documents to be audited, including the following matters.
- "A System to Ensure the Compliance of the Execution of Duties by Directors and Employees with Laws and Regulations and the Articles of Incorporation" and "Outline of the Operating Status of the System to Ensure the Compliance of the Execution of Duties by Directors and Employees with Laws and Regulations and the Articles of Incorporation" in the Business Report.
- "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- "Non-consolidatedStatements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
- When a Voting Rights Exercise Form does not have indication of vote for or against the proposal
A Voting Rights Exercise Form with no indication of vote for or against the proposal shall be deemed as voting for the proposal. - When voting rights are exercised both in writing or through the internet
If voting rights are exercised both in writing and through the internet, the voting rights exercised through the internet shall be treated as the valid vote. - When voting rights are exercised through the internet more than once
If voting rights are exercised through the internet multiple times, the last vote shall be deemed valid.
- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- Should the matters subject to measures for electronic provision require revisions, the revised versions will be posted on
-
each of the websites on which they are posted.
The system for electronic provision of materials for general meetings of shareholders* was introduced according to the amendments to the Companies Act," which were enforced on September 1, 2022. In the system, in principle, shareholders access relevant websites and review the materials for general meetings of shareholders through the internet. Paper copies of these materials are sent as an exception only to shareholders requesting paper copies of the said materials by the record date for voting rights in the prescribed method.
*Refer to Reference Documents for the General Meeting of Shareholders, Business Report, Audit Reports, Non-consolidated Financial Statements, and | |
◎ | Consolidated Financial Statements |
Despite the above law amendments, paper copies of the materials for this Annual General Meeting of Shareholders were sent | |
to all shareholders as in the past. |
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Distribution of Surplus
The Company plans to distribute surplus for this year as follows, taking into consideration factors such as business performance for the year and the business environment while also paying attention to its internal reserves.
1. Matters Related to the Year-end Dividend
- Matters related to the allocation of dividend property to shareholders and its total amount: 49 yen per common share
Total of 1,550,809,330 yen
- Date the distribution of surplus comes into effect: June 28, 2024
2. Matters Related to the Distribution of Surplus
(1) Surplus item increased and amount
General reserve | 2,700,000,000 yen |
(2) Surplus item decreased and amount | |
Retained earnings brought forward | 2,700,000,000 yen |
- 3 -
Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The Company is required to make significant changes in its business and technology, with the recently
increasing environmental awareness and rapid progress in digital transformation. In order to articulate the policy focusing on the development of engines that are compatible with next-generation fuels and the utilization of digital technology under the mid- to long-term vision, and to build a new history, Article 1 (Trade Name) of the Articles of Incorporation of the Company shall be amended as follows.
2. Details of amendments
Details of the amendments are as follows.
(Amended parts are underlined.) | ||||
Current Articles of Incorporation | Proposed Amendments | |||
Chapter 1 General Provisions | Chapter 1 General Provisions | |||
(Trade Name) | (Trade Name) | |||
Article 1 The name of the Company shall be | Article 1 The name of the Company shall be | |||
DAIHATSU DIESEL MFG. CO., LTD. | DAIHATSU INFINEARTH MFG. CO., | |||
LTD. | ||||
(Supplementary Provisions) | ||||
1 | The amendment to Article 1 (Trade Name) | |||
shall be effective from May 2, 2025. In case, | ||||
however, a day different from the said day is | ||||
specified as an effective day at the Board of | ||||
Directors' meetings to be held until May 1, | ||||
2025, the amendment shall be effective from | ||||
the day newly specified. | ||||
2 These supplementary provisions shall be deleted | ||||
after the lapse of the effective day of the | ||||
amendment to Article 1 (Trade Name). |
- 4 -
Proposal 3: Election of Ten (10) Directors
The terms of office of all of the current Directors (10) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10) Directors.
The candidates for Director are as follows:
Candidate | Current position and responsibility | Attendance at | |||
Name | Gender | meetings of the | |||
No. | in the Company | ||||
Board of Directors | |||||
1 | Reelection | Yoshinobu Hotta | Male | Representative Director | 100% |
President | (14/14) | ||||
2 | Reelection | Kunihiro Morimoto | Male | Vice President | 79% |
Assistant to President | (11/14) | ||||
Director and Managing Executive Officer | 100% | ||||
3 | Reelection | Toshiki Sanaga | Male | In charge of Sales Management Division | |
(14/14) | |||||
and Audit Department | |||||
Director and Managing Executive Officer | |||||
In charge of General Management Division, | 100% | ||||
4 | Reelection | Takashi Mizushina | Male | Safety, Health, and Environment | |
(14/14) | |||||
Department, and ICT Promotion | |||||
Department | |||||
Director and Managing Executive Officer | 100% | ||||
5 | Reelection | Yoichi Hayata | Male | General Manager, Technology Management | |
(11/11) | |||||
Division | |||||
Director and Managing Executive Officer | |||||
Head of Moriyama Office, General | 100% | ||||
6 | Reelection | Hideki Asada | Male | Manager, Production Management | |
(11/11) | |||||
Division, in charge of Quality Assurance | |||||
Office | |||||
Reelection | 100% | ||||
7 | Outside Director | Tamon Tsuda | Male | Director | |
(14/14) | |||||
Independent | |||||
Reelection | 100% | ||||
8 | Outside Director | Chiho Takeda | Female | Director | |
(11/11) | |||||
Independent | |||||
Reelection | 100% | ||||
9 | Outside Director | Hiroaki Sato | Male | Director | |
(11/11) | |||||
Independent | |||||
New appointment | |||||
10 | Outside Director | Hiroyuki Sakaida | Male | - | - |
Independent |
Reelection: Candidate for Director to be reelected
New appointment: Candidate for Director to be newly elected
Outside Director: Candidate for Outside Director
Independent: Independent Director filed with the Tokyo Stock Exchange
- 5 -
No. | Name | Positions or | Number of | |||
responsibilities in the | Past experience and significant concurrent positions | shares of the | ||||
(Date of birth) | ||||||
Company | Company held | |||||
April 1988 | Joined the Company | |||||
June 2017 | Director | |||||
Yoshinobu Hotta | June 2018 | Director and Managing Executive | ||||
Officer | ||||||
(January 30, 1966) | President | |||||
June 2019 | Vice President | 113,900 | ||||
(Representative Director) | ||||||
Reelection | June 2020 | President (current position) | ||||
(Significant concurrent position) | ||||||
1 | ||||||
President and Representative Director, Daihatsu Diesel | ||||||
Umeda City Co., Ltd. | ||||||
[Reasons for nomination | as a candidate for Director] | |||||
The Company proposes the reelection of Mr. Yoshinobu Hotta as Director in light of his high level of insight based on | ||||||
broad experience and achievements in driving the entire Group, having exercised excellent leadership and execution | ||||||
ability as the President and Representative Director of the Company. The Company has determined that his abundant | ||||||
experience and achievements spanning across the Company's business and his high management skills with diverse | ||||||
values embraced will contribute to further growth of the Company. | ||||||
April 1988 | Joined Daihatsu Motor Co., Ltd. | |||||
April 2017 | Executive Officer, in charge of CS | |||||
Group | ||||||
January 2019 | Executive, | |||||
General Manager, Overseas Business | ||||||
Group, | ||||||
Kunihiro Morimoto | Deputy General Manager, Customer | |||||
Vice President | Service Group | |||||
(July 5, 1965) | ||||||
[Responsibilities] | January 2021 | Executive, | 9,400 | |||
Reelection | Assistant to President | General Manager, Customer Service | ||||
Group | ||||||
2 | June 2021 | Statutory Auditor, the Company | ||||
January 2022 | Executive, Executive Manager, Sales & | |||||
Customer Service Group, Daihatsu | ||||||
Motor Co., Ltd. | ||||||
June 2023 | Vice President, the Company (current | |||||
position) | ||||||
[Reasons for nomination | as a candidate for Director] | |||||
The Company proposes the reelection of Mr. Kunihiro Morimoto as Director in light of his abundant experience and | ||||||
extensive knowledge accumulated over an extended period of time in the manufacturing industry, having exercised | ||||||
excellent execution ability as the Vice President of the Company in the Group's management, including spurring | ||||||
business growth and strengthening its management base and governance. The Company has determined that his broad | ||||||
knowledge and high level of insight will contribute to increasing the Group's corporate value sustainably. | ||||||
Director and Managing | April 1993 | Joined the Company | ||||
Toshiki Sanaga | Executive Officer | June 2020 | Director and Managing Executive | |||
(January 22, 1970) | [Responsibilities] | Officer (current position) | 39,800 | |||
In charge of Sales | ||||||
Reelection | Management Division and | |||||
3 | Audit Department | |||||
[Reasons for nomination | as a candidate for Director] | |||||
The Company proposes the reelection of Mr. Toshiki Sanaga as Director in light of his abundant experience and | ||||||
knowledge of the Company's business including in sales sections, as well as his excellent insight based on his | ||||||
achievements as a Director of the Company in showing excellent leadership to contribute to the diverse expansion of our | ||||||
business, bringing his abundant management experience into play to increase the scale and breadth of our mainstay | ||||||
business, and building new businesses centering on digital technology. The Company has determined that he will be able | ||||||
to contribute to further business growth of the Group by leveraging his excellent insight. |
- 6 -
No. | Name | Positions or | Number of | ||
responsibilities in the | Past experience and significant concurrent positions | shares of the | |||
(Date of birth) | |||||
Company | Company held | ||||
Director and Managing | April 1994 | Joined the Company | |||
Executive Officer | June 2019 | Director and Managing Executive | |||
Takashi Mizushina | [Responsibilities] | Officer (current position) | |||
In charge of General | |||||
(April 13, 1970) | |||||
Management Division, | 47,600 | ||||
Reelection | Safety, Health, and | ||||
4 | Environment Department, | ||||
and ICT Promotion | |||||
Department | |||||
[Reasons for nomination | as a candidate for Director] | ||||
The Company proposes the reelection of Mr. Takashi Mizushina as Director in light of his abundant experience and | |||||
knowledge of the Company's business including in administrative sections, as well as his excellent judgement on risk | |||||
management and achievements as a Director of the Company, including in bringing different viewpoints into building | |||||
Group-wide governance structure and strengthening the Group's management function. | |||||
April 1993 | Joined the Company | ||||
Director and Managing | June 2019 | Director and Managing Executive | |||
Yoichi Hayata | Executive Officer | ||||
Officer | |||||
(July 15, 1969) | [Responsibilities] | ||||
June 2021 | Managing Executive Officer | 35,400 | |||
General Manager, | |||||
June 2023 | Director and Managing Executive | ||||
Reelection | Technology Management | ||||
Officer (current position) | |||||
Division | |||||
5 | (Significant concurrent position) | ||||
Representative Director, D D Technical Co., Ltd. | |||||
[Reasons for nomination | as a candidate for Director] | ||||
The Company proposes the reelection of Mr. Yoichi Hayata as Director in light of his abundant experience and knowledge | |||||
of the Company's business including the technology and research and development sections. The Company has determined | |||||
that he will be able to contribute to sustainable improvement of corporate value in the Group through the effective | |||||
fulfillment of his roles and responsibilities as a Director of the Company with his extensive knowledge spanning across the | |||||
technology development sections, as well as the fulfillment of his roles in leading the development of engines that are | |||||
compatible with next-generation fuels. | |||||
Director and Managing | April 1993 | Joined the Company | |||
June 2019 | Director and Managing Executive | ||||
Executive Officer | |||||
Officer | |||||
Hideki Asada | [Responsibilities] | ||||
June 2021 | Managing Executive Officer | ||||
(August 29, 1969) | Head of Moriyama Office, | 34,400 | |||
General Manager, | June 2023 | Director and Managing Executive | |||
Reelection | Production Management | ||||
Officer (current position) | |||||
Division, in charge of | |||||
6 | Quality Assurance Office | ||||
[Reasons for nomination | as a candidate for Director] | ||||
The Company proposes the reelection of Mr. Hideki Asada as Director in light of his abundant experience and | |||||
knowledge of the Company's business including manufacturing and quality control sections. The Company has | |||||
determined that he will be able to contribute to sustainable improvement of corporate value in the Group through the | |||||
effective fulfillment of his roles and responsibilities as a Director of the Company with his extensive knowledge | |||||
spanning across the manufacturing sections, as well as the fulfillment of his roles in leading optimization of | |||||
manufacturing processes and improvement of product quality. |
- 7 -
No. | Name | Positions or | Number of | ||
responsibilities in the | Past experience and significant concurrent positions | shares of the | |||
(Date of birth) | |||||
Company | Company held | ||||
April 1975 | Joined The Sumitomo Bank, Limited | ||||
(currently Sumitomo Mitsui Banking | |||||
Corporation) | |||||
October 1981 | Joined Arthur Andersen LLP | ||||
Tamon Tsuda | March 1985 | Registered as Certified Public Accountant | |||
(December 19, 1952) | November | Representative Partner, Century Ota | |||
Director | 2000 | Showa & Co. (currently Ernst & Young | 0 | ||
Reelection | ShinNihon LLC) | ||||
Outside | July 2012 | Representative, Tsuda Certified Public | |||
Independent | Accountant Office (current position) | ||||
June 2015 | Outside Director, the Company (current | ||||
7 | position) | ||||
(Significant concurrent position) | |||||
Representative, Tsuda Certified Public Accountant Office | |||||
[Reasons for nomination | as a candidate for Outside | Director and overview of expected roles] | |||
The Company proposes the reelection of Mr. Tamon Tsuda as Outside Director as he will leverage his specialist | |||||
knowledge and experience, etc. as a Certified Public Accountant in the management of the Company. We expect that, | |||||
upon his election, Mr. Tsuda will contribute to enhancing the Company's supervisory function over its entire | |||||
management, mainly from a financial point of view, by leveraging his expertise as a Certified Public Accountant. In | |||||
addition, the Company has determined that he will be able to carry out his duties appropriately upon comprehensively | |||||
considering the fact that Mr. Tsuda has experience as an Outside Director and Outside Audit & Supervisory Board | |||||
Member in other companies, the fact that he possesses a high level of insight regarding management from his specialist | |||||
position as a Certified Public Accountant, and other factors. | |||||
October 2001 | Registered as Attorney-at-law (Osaka | ||||
Bar Association) | |||||
Chiho Takeda | Joined Miyake & Partners | ||||
(February 9, 1973) | May 2016 | Partner (current position) | |||
Director | June 2020 | Outside Director, Nichidai Corporation | 0 | ||
Reelection | (current position) | ||||
Outside | June 2022 | Outside Director, Keihanshin Building | |||
Independent | Co., Ltd. (current position) | ||||
8 | June 2023 | Outside Director, the Company (current | |||
position) | |||||
[Reasons for nomination | as a candidate for Outside | Director and overview of expected roles] | |||
The Company proposes the reelection of Ms. Chiho Takeda as Outside Director as she will leverage her specialist | |||||
knowledge and experience, etc. as an attorney in the management of the Company. Upon her election, we expect that Ms. | |||||
Takeda will contribute to enhancing the Company's supervisory function over its entire management, based on her | |||||
abundant experience and insight, by leveraging her expertise in the legal field. In addition, the Company has determined | |||||
that she will be able to carry out her duties appropriately upon comprehensively considering the fact that Ms. Takeda | |||||
possesses experience in corporate management as an outside director in other companies and a high level of insight | |||||
regarding corporate law from her specialist position as an attorney, and other factors. |
- 8 -
No. | Name | Positions or | Number of | |||
responsibilities in the | Past experience and significant concurrent positions | shares of the | ||||
(Date of birth) | ||||||
Company | Company held | |||||
April 1982 | Joined Canon Inc. | |||||
February 2004 | Senior General Manager, MR Systems | |||||
Laboratory, Leading-edge Technology | ||||||
Research Center | ||||||
January 2008 | General Manager, Image Information | |||||
Hiroaki Sato | Technical Development Center | |||||
(January 29, 1960) | July 2012 | General Manager, Advanced | ||||
Director | Information & Real-world Technology | 0 | ||||
Reelected | Development Center, Digital System | |||||
Outside | Technology Development Headquarters | |||||
Independent | July 2015 | Deputy Group Executive, Digital | ||||
System Technology Development | ||||||
9 | Headquarters | |||||
March 2019 | Audit & Supervisory Board Member | |||||
June 2023 | Outside Director, the Company (current | |||||
position) | ||||||
[Reasons for nomination | as a candidate for Outside | Director and overview of expected roles] | ||||
The Company proposes the reelection of Mr. Hiroaki Sato as Outside Director as he will leverage his insight in | ||||||
management of the Company based on his high level of knowledge in the Information and Communication Technology | ||||||
(ICT) and research and development sections and abundant experience through numerous achievements. We expect that, | ||||||
upon his election, Mr. Sato will contribute to enhancing the Company's supervisory function over its entire management, | ||||||
based mainly on his high level of expertise in digital sections and extensive knowledge. In addition, the Company has | ||||||
determined that he will be able to carry out his duties appropriately, after comprehensively considering that Mr. Sato has | ||||||
participated in company management as an Audit & Supervisory Board Member in a different company, and that he has | ||||||
competence to greatly contribute to the Company's management in light of his abundant experience in the manufacturing | ||||||
business and high technical knowledge. | ||||||
April 1991 | Joined Nomura Research Institute, Ltd. | |||||
March 2000 | Joined Paribas Securities (Japan) | |||||
Limited, Tokyo Branch (currently BNP | ||||||
Paribas Securities (Japan) Limited) | ||||||
July 2002 | Joined Lehman Brothers Japan Inc. | |||||
Hiroyuki Sakaida | June 2005 | Joined CS First Boston Securities Co., | ||||
(February 10, 1966) | Ltd., Tokyo Branch (currently Credit | |||||
- | Suisse Securities Japan Ltd.) | 0 | ||||
New appointment | December 2007Joined Goldman Sachs Japan Co., Ltd. | |||||
Outside | December 2017 Joined Macquarie Capital Securities | |||||
Independent | (Japan) Limited, Tokyo Branch | |||||
10 | February 2023 | Representative Director, Eku Energy | ||||
Japan K.K. | ||||||
* | ||||||
March 2024 | Adviser (current position) | |||||
March 2024 | Senior Consultant, Strategy Advisors | |||||
Co., Ltd. (current position) | ||||||
[Reasons for nomination | as a candidate for Outside | Director and overview of expected roles] | ||||
The Company proposes the election of Mr. Hiroyuki Sakaida as Outside Director as he has served in key positions in | ||||||
stock research and infrastructure investment sections as a securities analyst, possesses abundant experience in corporate | ||||||
analysis, and will leverage his high level of knowledge and extensive insight, particularly in the energy field, in | ||||||
management of the Company. We expect that, upon his election, Mr. Sakaida will contribute to enhancing the Company's | ||||||
supervisory function over its entire management with his extensive knowledge. In addition, the Company has determined | ||||||
that he will be able to carry out his duties appropriately, after comprehensively considering that Mr. Sakaida has | ||||||
participated in company management as a Representative Director in a different company, and that he has competence to | ||||||
greatly contribute to the Company's management in light of his high level of expertise in the energy sections. |
- 9 -
(Notes)
- The candidate with an asterisk* under the number is a candidate for Director to be newly elected.
- There are no special interest relationships between each candidate and the Company.
- Mr. Tamon Tsuda, Ms. Chiho Takeda, Mr. Hiroaki Sato, and Mr. Hiroyuki Sakaida are candidates for Outside Director of the Company.
Furthermore, Mr. Tamon Tsuda, Ms. Chiho Takeda, and Mr. Hiroaki Sato have been designated as Independent Directors as prescribed by the Tokyo Stock Exchange. If they are reelected as Outside Directors, they will remain Independent Directors. In addition, if Mr. Hiroyuki Sakaida is elected as an Outside Director, he is scheduled to be designated as an Independent Director as prescribed by the Tokyo Stock Exchange.- The term of office of Mr. Tamon Tsuda as Outside Director of the Company will be nine years at the conclusion of this Annual General Meeting of Shareholders.
- The term of office of Ms. Chiho Takeda as Outside Director of the Company will be one year at the conclusion of this Annual General Meeting of Shareholders.
- The term of office of Mr. Hiroaki Sato as Outside Director of the Company will be one year at the conclusion of this Annual General Meeting of Shareholders.
- Contents and overview of liability limitation agreement
The Company has entered into agreements with Mr. Tamon Tsuda, Ms. Chiho Takeda, and Mr. Hiroaki Sato to limit their liability as defined in Article 423, Paragraph 1 of the Companies Act, in accordance with the stipulations of Article 427, Paragraph 1 of the said Act. The limit of liability based on the agreements is the minimum liability amount set forth in Article 425, Paragraph 1 of the said Act. If their reelection is approved, the Company intends to continue the same agreements. In addition, if Mr. Hiroyuki Sakaida is elected, a similar agreement will be entered into with the electee.
Outline of the liability limitation agreements is as follows:- If an Outside Director incurs any liability to the Company for damages by neglecting his/her duties, such Outside Director shall be liable for such damages up to the minimum liability amount as defined in Article 425, Paragraph 1 of the Companies Act.
- The abovementioned liability limitation shall be applicable only if such Outside Director has acted in good faith and without gross negligence in performing his/her duties that have caused such liability.
- Outline of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract as defined in Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages that may arise due to the insured persons' assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. Certain exemptions, however, such as an exemption from coverage if such damages are caused by the intent or gross negligence of insured Directors, shall be provided.
The candidates for Director will be included as the insured persons under the insurance policy if they are elected. The Company bears the entire premium for all of the insured persons. The Company plans to renew the insurance policy under the same terms and conditions in effect at the time of next renewal.
- 10 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Daihatsu Diesel Mfg Co. Ltd. published this content on 06 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2024 03:33:04 UTC.