[Delivery Document (supplement)]
Document Stating the Matters Subject to Measures for Electronic Provision for the 137th Ordinary General Meeting of Shareholders (Supplementary Information)
(From April 1, 2023 to March 31, 2024)
Business Report
1. Overview of Operations for NYK Group
- Financing and Capital Investment Activities
- Principal Business of the Consolidated
- Principal Business Offices
- State of Vessels of the Consolidated
- Employees
- Status of Principal Lenders of NYK
- Status of Major Business Combination
- Other Significant Matters on Operations for NYK Group
- Executives of NYK
- Directors
- Executive Officers (For reference)
- Compensation etc. to Directors
- Outline of the Directors and Officers Liability Insurance Contract
- Liability Limitation Agreement with Directors and Audit & Supervisory Committee Members
- Status of Major Activities of Outside Directors
- Basic Policy on Determination of Dividends of Surplus, etc.
Nippon Yusen Kabushiki Kaisha
The "Notice of the 137th Ordinary General Meeting of Shareholders" and this supplement together constitute the document stating the matters subject to measures for electronic provision to be delivered to shareholders who have requested delivery of paper-based documents pursuant to the provisions of laws and regulations and the Company's Articles of Incorporation.
Business Report (From April 1, 2023 to March 31, 2024)
1. Overview of Operations for NYK Group
(3) Financing and Capital Investment Activities
The NYK Group acquired necessary funds for the current fiscal year mainly from its own assets and borrowing from financial institutions. Borrowed funds as of March 31, 2024 totaled ¥913.8 billion, an increase of ¥219.7 billion from the previous fiscal year.
The NYK Group made capital investment of ¥335.8 billion in total, primarily for the bulk shipping segment. In the liner trade and Bulk Shipping Business, we made investment of ¥3.8 billion and ¥308.1 billion respectively, primarily for vessels. We made investment of ¥1.5 billion mainly for aircraft in the Air cargo Transportation Business, ¥18.0 billion for transportation equipment and logistics facilities / equipment in the Logistics Business, ¥1.6 billion in the Real Estate Business, and ¥1.7 billion in Other Business Services.
(4) Principal Business of the Consolidated (as of March 31, 2024)
Liner & Logistics (liner trade, air cargo transportation and logistics businesses)
Bulk shipping
Others (real estate and other business services)
(5) Principal Business Offices (as of March 31, 2024)
1) NYK | ||
Category | Location | |
Head Office | Yusen Bldg., 3-2, Marunouchi 2 Chome, Chiyoda-ku, | |
Tokyo | ||
Branch Offices | Akita Branch Office (Akita City), Yokohama Branch | |
Office (Yokohama City), Nagoya Branch Office (Nagoya | ||
City), Kansai Branch Office (Kobe City) and Kyushu | ||
Branch Office (Fukuoka City) | ||
Overseas resident and representative offices | Johannesburg, Dubai, Doha, Jeddah and Beijing | |
2) Principal subsidiaries
Name of company | Location of head office or country |
NYK BULK & PROJECTS CARRIERS LTD. | Chiyoda-ku, Tokyo |
NIPPON CARGO AIRLINES CO., LTD. | Minato-ku, Tokyo |
HACHIUMA STEAMSHIP CO., LTD. | Kobe City, Hyogo |
MITSUBISHI ORE TRANSPORT CO., LTD. | Chiyoda-ku, Tokyo |
NYK TRADING CORP. | Shinagawa-ku, Tokyo |
YUSEN LOGISTICS CO., LTD. | Shinagawa-ku, Tokyo |
UNI-X NCT CORPORATION | Chuo-ku, Tokyo |
NYK GROUP AMERICAS INC. | U.S.A. |
NYK GROUP EUROPE LTD. | U.K. |
NYK GROUP SOUTH ASIA PTE. LTD. | Singapore |
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(6) State of Vessels of the Consolidated (as of March 31, 2024)
Business segments | Type of vessel | Segment | Number of | Deadweight |
vessels | tonnage (K/T) | |||
Liner Trade | Container ships | Owned | 26 | 1,665,849 |
Chartered | 24 | 2,752,753 | ||
Bulk carriers | Owned | 19 | 3,658,333 | |
Shared | 1 | 15,943 | ||
(Capesize) | (298,000) | |||
Chartered | 100 | 19,577,701 | ||
Bulk carriers | Owned | 37 | 3,290,416 | |
Shared | 3 | 217,936 | ||
(Panamax size) | (268,022) | |||
Chartered | 60 | 5,169,311 | ||
Bulk carriers | Owned | 52 | 2,564,241 | |
(Handysize) | Chartered | 81 | 4,179,738 | |
Chip vessels | Owned | 12 | 597,698 | |
Bulk Shipping | Chartered | 21 | 1,152,722 | |
Car carriers | Owned | 53 | 1,019,575 | |
Chartered | 60 | 1,116,968 | ||
Owned | 28 | 5,229,988 | ||
Crude oil carriers | Shared | 3 | 194,511 | |
(672,620) | ||||
Chartered | 14 | 2,277,116 | ||
Owned | 13 | 976,333 | ||
LNG carriers | Shared | 9 | 439,472 | |
(726,197) | ||||
Chartered | 3 | 224,913 | ||
Conventional/project cargo | Owned | 22 | 408,732 | |
vessels | Chartered | 25 | 353,424 | |
Total | 666 | 58,180,649 |
Notes: 1. Figures in parentheses in the deadweight tonnage' include other owners' share of shared vessels. 2. The total of deadweight tonnage includes shared vessels and the weight of other owners' portions.
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- Employees (as of March 31, 2024)
- Employees of the Consolidated
Segment | Number of employees | Year-on-year change | |
(persons) | (persons) | ||
Liner Trade | 3,638 | 71 | |
Liner & Logistics | Air Cargo Transportation | 982 | (42) |
Logistics | 25,551 | (243) | |
Bulk Shipping | 2,844 | (324) | |
Others | Real Estate | 7 | (1) |
Other Business Services | 1,766 | 274 | |
Company-wide (common) | 455 | 6 | |
Total | 35,243 | (259) |
Note: Employees included in "Company-wide (common)" belong to administrative divisions that cannot be classified to a specific segment.
2) Employees of the Unconsolidated
Segment | Number of employees | Year-on-year change |
(persons) | (persons) | |
Employees on land duty | 1,053 | 29 |
[maritime crew on land duty out of above] | [150] | [4] |
Maritime crew on sea duty | 259 | (16) |
Total | 1,312 | 13 |
Note: The number of employees includes 77 of those loaned to the Company from other companies and excludes those loaned to other companies and temporary personnel.
(8) Status of Principal Lenders of NYK (as of March 31, 2024)
Lender | Outstanding Balance (Millions of yen) |
MUFG Bank, Ltd. | 86,633 |
Mizuho Bank, Ltd. | 75,705 |
THE YAMAGUCHI BANK, LTD. | 68,134 |
MEIJI YASUDA LIFE INSURANCE CO. | 50,000 |
DEVELOPMENT BANK OF JAPAN INC. | 49,290 |
NIPPON LIFE INSURANCE CO. | 21,361 |
SUMITOMO MITSUI BANKING CO. | 20,000 |
CHIBA BANK, LTD. | 19,683 |
THE SHIGA BANK, LTD. | 15,141 |
THE NORINCHUKIN BANK | 14,000 |
Note: In addition to the above, the Company has a total of ¥45,423 million loans from a syndicate of banks led by MUFG Bank, Ltd., but these loans are not included in the outstanding borrowings from each of the banks.
(9) Status of Major Business Combination
- Changes and results of business combinations
NYK Group operates businesses categorized in six segments which are Liner Trade, Air Cargo Transportation, Logistics, Bulk Shipping, Real Estate and Other Business Services. NYK Group has 505 consolidated subsidiaries and 225 equity-method companies as of March 31, 2024.
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The Company has agreed to transfer all of its shares of NIPPON CARGO AIRLINES CO., LTD. (NCA) through a share exchange in which ANA HOLDINGS INC. will become the wholly owning parent company and NCA will become the wholly owned subsidiary.
Date of resolution by the Board of Directors approving the share exchange: July 10, 2023
Date of execution of the definitive agreement on the share exchange: July 10, 2023
Scheduled effective date of the share exchange: July 1, 2024
For details of the changes and results of other business combinations, please refer to the "1. (1) Business Progress and Results" on page 25 of the Notice of Convocation.
- Status of principal subsidiaries (as of March 31, 2024)
NYK's Share | |||
Name of company | Common Stock | of Voting | Main Operations |
Rights (%) | |||
NYK BULK & PROJECTS | ¥2,100 million | 100.00 | Marine transportation business |
CARRIERS LTD. | |||
NIPPON CARGO AIRLINES | ¥10,000 million | 100.00 | Air cargo transportation business |
CO., LTD. | |||
HACHIUMA STEAMSHIP | ¥500 million | 76.18 | Marine transportation business |
CO., LTD. | |||
Mitsubishi Ore Transport | ¥1,500 million | 100.00 | Marine transportation business |
Co., Ltd. | |||
NYK TRADING CORP. | ¥500 million | 100.00 | Sales of petrochemical products, |
etc. | |||
YUSEN LOGISTICS CO., | ¥4,301 million | 100.00 | Freight forwarding business, etc. |
LTD. | |||
UNI-X NCT CORPORATION | ¥934 million | 100.00 | Harbor transportation business |
Controlling subsidiaries engaged in | |||
NYK GROUP AMERICAS | US$4.000 million | 100.00 | marine transportation and global |
INC. | logistics businesses, etc. in North | ||
and South American area | |||
NYK GROUP EUROPE | £45.271 million | Controlling subsidiaries engaged in | |
100.00 | marine transportation and global | ||
LTD. | |||
logistics businesses, etc. in Europe | |||
Controlling subsidiaries engaged in | |||
NYK GROUP SOUTH ASIA | US$11.580 million | 100.00 | marine transportation and global |
PTE. LTD. | logistics businesses, etc. in South | ||
Asian area and Oceanian area | |||
273 vessel owning and | US$19.343 million | 100.00 | |
(total of 157 companies) | Vessel owning and chartering | ||
chartering companies | ¥4,596 million | (all companies) | |
(total of 116 companies) |
Notes: 1. Percentage of voting rights includes indirect holdings.
- NYK holds 51.00% of the voting rights of MY TERMINALS HOLDINGS, LIMITED, which is a holding company that holds 100% of shares of the common stock of UNI-X NCT CORPORATION.
- 273 vessel owning and chartering companies are consolidated subsidiaries that are fully owned by the NYK Group and are incorporated in Panama, Singapore and Liberia, etc. for the purpose of owning and chartering vessels. Vessels time-chartered from the said companies by the NYK Group constitute an important part of the fleet of vessels operated by the NYK Group.
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- Status of principal affiliates
NYK's Share of | |||
Name of company | Common Stock | Voting Rights | Main Operations |
(%) | |||
NS UNITED KAIUN KAISHA, | ¥10,300 million | 18.58 | Marine transportation business |
LTD. | |||
KYOEI TANKER CO., LTD. | ¥2,850 million | 30.04 | Marine transportation business |
NYK CRUISES CO., LTD. | ¥100 million | 50.00 | Ownership and operation of |
cruise ship | |||
OCEAN NETWORK | US$3,000 million | - | Marine transportation business |
EXPRESS PTE. LTD. | |||
Notes: 1. Percentage of voting rights includes indirect holdings.
2. NYK holds 38.00% of the voting rights of Ocean Network Express Holdings, Ltd., which is a holding company that holds 100% of shares of the common stock of OCEAN NETWORK EXPRESS PTE. LTD.
- Other significant matters on operations for NYK Group
With regard to the alleged violation of competition laws in connection with maritime car transportation services for cars and trucks committed in or before September 2012, claims for damages have been filed against NYK and its overseas subsidiaries in several countries.
Regarding the sanctions in various countries due to the situation involving Russian and Ukraine, the Company is holding discussions with the related parties as necessary, to take appropriate measures.
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3. Executives of NYK
- Directors (As of March 31, 2024)
Name | Position, responsibilities and significant concurrent positions | |
Hitoshi Nagasawa | Chairman, Director | Vice-President of The Japanese Shipowners' |
Association | ||
President, | ||
Representative | ||
Takaya Soga | Director | Group Chief Executive Officer |
President and Chief | ||
Executive Officer | ||
Representative | ||
Akira Kono | Director, | Chief Financial Officer, Chief Executive of Management |
Executive Vice- | Planning Headquarters, Chief Executive of ESG | |
President Executive | Strategy Headquarters | |
Officer | ||
Yutaka Higurashi | Director, Senior | Chief Compliance Officer, Chief Human Resources |
Managing Executive | ||
Officer, Chief Executive of General Affairs Headquarters | ||
Officer | ||
Eiichi Tanabe | Chief Outside Director | |
(part-time, | Outside Director of SMBC Nikko Securities Inc. | |
Independent Director) | ||
Outside Director (part- | Trustee of Tokyo University of the Arts (part-time), Guest | |
Hiroko Kuniya | time, Independent | Professor at Graduate School of Media and |
Governance, Keio University, Board Member of | ||
Director) | ||
Renewable Energy Institute | ||
Nobukatsu Kanehara | Outside Director (part- | Special Visiting Professor at Doshisha University, Senior |
time, Independent | Advisor of The Asia Group, Executive Director of the | |
Director) | Sasakawa Peace Foundation | |
Director | ||
Eiichi Takahashi | Audit & Supervisory | - |
Committee Member | ||
(full-time) | ||
Director | ||
Keiko Kosugi | Audit & Supervisory | Director of Japan Audit & Supervisory Board Members |
Committee Member | Association | |
(full-time) | ||
Outside Director | Chairman of Daiwa Institute of Research Ltd., Chairman | |
Audit & Supervisory | of the Organization of Global Financial City Tokyo, | |
Hiroshi Nakaso | Committee Member | Member of APEC Business Advisory Council, Chairman |
(part-time, | of the University Funds Investment and Oversight | |
Independent Director) | Committee of Japan Science and Technology Agency | |
Satoko Kuwabara | Outside Director | Partner of Gaien Partners, Outside Director (Audit & |
Audit & Supervisory | ||
Supervisory Committee Member) of Bandai Namco | ||
(Family registered | Committee Member | |
Holdings Inc., Outside Auditor of Unicafe Inc., Outside | ||
name: Satoko Ota) | (part-time, | |
Director of Mitsubishi UFJ Financial Group, Inc. | ||
Independent Director) | ||
Outside Director | Specially Appointed Professor of the Faculty of | |
Commerce at Chuo University, Outside Director and | ||
Audit & Supervisory | Chairperson of the Audit Committee of Mitsubishi | |
Tatsumi Yamada | Committee Member | Chemical Group Corporation, Standard-Setting Boards |
(part-time, | Nominations Committee Member of the Public Interest | |
Independent Director) | Oversight Board, Outside Director of Nomura Co., Ltd. | |
(Audit and Supervisory Committee Member) |
Notes: 1. Of Directors (excluding Directors who are Audit & Supervisory Committee Members), Mr. Eiichi Tanabe, Ms. Hiroko Kuniya and Mr. Nobukatsu Kanehara are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.
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- Of Directors (Audit & Supervisory Committee Members), Mr. Hiroshi Nakaso, Ms. Satoko Kuwabara and Mr. Tatsumi Yamada are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.
- The Company appoints full-time Audit & Supervisory Committee Members in order to work on developing an environment for auditing, etc., gather information internally and monitor the status of establishment and operation of the internal control system on a day-to-day basis.
- The Company has no particularly notable business relations with the significant concurrent positions such as executive officers or outside officers held by Outside Directors.
- Of Directors (Audit & Supervisory Committee Members), Mr. Eiichi Takahashi served as a Representative Director in charge of accounting and finance group of NYK and has considerable expertise in finance and accounting. Also, Mr. Tatsumi Yamada is a Certified Public Accountant and has considerable expertise in finance and accounting.
- Mr. Hiroshi Nakaso, a Director (Audit & Supervisory Committee Member), had been serving as an Eminent Guest Professor at the Center for Advanced Research in Finance of Graduate School of Economics, the University of Tokyo, but resigned on June 30, 2023.
- Mr. Tatsumi Yamada, a Director (Audit & Supervisory Committee Member), had been serving as a Specially Appointed Professor of the Faculty of Commerce at Chuo University, but resigned on March 31, 2024.
- Directors and Audit & Supervisory Board Members who retired and those newly appointed as Directors during the current fiscal year are as follows:
Director
Chief Outside Director (part-time, Independent Director)
Audit & Supervisory Board Member (full-time)
Representative Director Outside Director (part-time,Independent Director) Director, Audit & Supervisory Committee Member Outside DirectorAudit & Supervisory Committee
Member
(part-time, Independent Director)
- The Company transitioned to a company with Audit & Supervisory Committee on June 21, 2023, based on a resolution of the 136th Ordinary General Meeting of Shareholders held on the same date. Accordingly, Audit & Supervisory Board Members Ms. Noriko Miyamoto, Mr. Eiichi Takahashi, Mr. Hiroshi Nakaso, and Ms. Satoko Kuwabara retired from their positions due to the expiration of their terms of office, and Mr. Eiichi Takahashi, Mr. Hiroshi Nakaso, and Ms. Satoko Kuwabara were appointed as Directors who are Audit & Supervisory Committee Members.
9. The Company filed Mr. Eiichi Tanabe, Ms. Hiroko Kuniya, Mr. Nobukatsu Kanehara, Mr. Hiroshi Nakaso, Ms. Satoko Kuwabara and Mr. Tatsumi Yamada as its Independent Directors with Tokyo Stock Exchange, Inc. Listed companies are required to secure the Independent Directors who play roles in safeguarding general shareholders.
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(2) Executive Officers (For reference) (as of April 1, 2024)
Position | Name | |
President, Representative Director | Takaya Soga | |
President and Chief Executive Officer | ||
Representative Director, Executive Vice-President | Akira Kono | |
Executive Officer | ||
Director, Senior Managing Executive Officer | Yutaka Higurashi | |
Senior Managing Executive Officer | Nobuhiro Kashima | |
Yutaka Ikeda | ||
Hiroaki Nishiyama | ||
Managing Executive Officer | Hisaya Higuchi | |
Hironobu Watanabe | ||
Takuji Banno | ||
Yasunobu Suzuki | ||
Yuko Tsutsui | ||
Patrick Brennan Jr. | ||
Kenichiro Sutoh | ||
Toshi Nakamura | ||
Hiroaki Ohashi | ||
Shinichi Yanagisawa | ||
Shogo Terajima | ||
Mie Sugano | ||
Yasuyuki Takahashi | ||
Executive Officer | Takashi Yamamoto | |
Katsuhiko Haruna | ||
Tsutomu Yokoyama | ||
Tomotaka Aso | ||
Takeshi Kondo | ||
*Nobuaki Sumida | ||
*Atsuhiko Kurosawa | ||
*Ryutaro Okuzawa | ||
*Hiroyuki Noma | ||
*Yasushi Yamamoto | ||
*Carl-Johan Hagman | ||
Notes: 1. Executive Officers who retired during the fiscal year are as follows: | ||
Hiroshi Kubota, Yuji Nishijima, Masahiro Takahashi, Chiaki Ota, Yasuyuki Inami and Hiroyuki Homma |
2. The asterisks (*) indicate newly appointed Executive Officers on April 1, 2024.
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(3) Compensation etc. to Directors
- Policies, etc. for determining the contents of compensation, etc. for Directors and Executive Officers
The Company has formulated "Policies for Determining Compensation for Directors and Executive Officers" (hereinafter the "Determination Policy") by resolution of the Board of Directors, and the Compensation Advisory Committee has discussed the details of the policy in advance and provided necessary advice and endorsement of the policy when such resolution was adopted by the Board of Directors.
When determining the content of compensation, etc. for Directors and Executive Officers, the Compensation Advisory Committee checks consistency with the Determination Policy, and after exhaustive discussions from various perspectives regarding specific details, including not only the design of the system but also the appropriateness of individual compensation amounts, the Board of Directors adopts a resolution respecting the views of the Compensation Advisory Committee. The Board of Directors has therefore decided that the contents of compensation for individual Directors for the current fiscal year were in line with the Determination Policy.
Note: Based on the resolution of the 136th Ordinary General Meeting of Shareholders held on June 21, 2023, the Company has transitioned to a company with Audit & Supervisory Committee.
The above Determination Policy refers to i) the policy described in the Business Report attached to the Notice of the aforementioned Ordinary General Meeting of Shareholders for the period prior to the transition to a company with Audit & Supervisory Committee, and ii) the policy below for the period after the transition. In addition, the above Directors include Directors prior to the transition to a company with Audit & Supervisory Committee as well as Directors (excluding Directors who are Audit & Supervisory Committee Members) after the transition, and there is no change in the method of determining the content of compensation, etc. before and after the transition.
The Determination Policy (after transition to a company with Audit & Supervisory Committee) is as follows.
The Company shall set out its compensation system for Directors and Executive Officers based on the size and nature of its business, as well as from the perspective of securing talents and sustainability by taking into account a balance in terms of the levels of compensation for officers at its industry peers or peers of equivalent size and salary for employees. The system shall be designed so that each person's compensation is composed of fixed or variable portions and monetary amounts or shares according to individual positions and responsibilities.
1. Policies and procedures for determining the compensation, etc., of Directors (excluding Directors who are Audit & Supervisory Committee Members) and Executive Officers
The compensation system for Directors who concurrently serve as Executive Officers (excluding Directors who are Audit & Supervisory Committee Members; the same shall apply hereinafter for 1.), and Executive Officers shall consist of basic compensation and performance-based variable compensation to provide sound medium- to long-term incentive towards sustainable growth and to aim at sharing interests with shareholders. Performance-based variable compensation shall consist of performance-based monetary compensation as an incentive to achieve performance targets for each fiscal year and performance-based stock compensation, etc. as an incentive to achieve medium- to long-term performance targets, etc.
For Directors who do not concurrently serve as Executive officers including Outside Directors, compensation shall consist solely of basic compensation as they provide supervision and advice to the management of the Company from a standpoint independent of business execution. As an exception, the Company pays performance-based stock compensation to the Chairman and Director not serving concurrently as Chairman and Executive Officer, in light of such responsibilities as chairing meetings of the Board of Directors.
The compensation ratio for those who are to receive performance-based variable compensation shall be set to encourage motivation to contribute to enhancing corporate performance not only in the short term but also in the medium- to long-term, and the compensation ratio of basic compensation to performance-based variable compensation shall be approximately 5:5 to 8:2, according to individual
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Nippon Yusen KK published this content on 21 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 00:24:06 UTC.