June 29, 2023
Company name: Nissan Shatai Co., Ltd.
(Code no.: 7222, Prime Market of Tokyo Stock Exchange)
Representative: Haruhiko Yoshimura, President
Contact person: Takanori Nakatsugawa,
General Manager of Administration Department Tel.: +81-463-21-8001
Matters concerning Controlling Shareholder
Nissan Shatai Co., Ltd. ("Nissan Shatai") hereby announces matters concerning a
controlling shareholder, etc., in connection with its parent company Nissan Motor Co.,
Ltd. ("Nissan Motor").
1. Trade names, etc., of parent company, controlling shareholders (other than parent company), other subsidiaries and affiliates, or other subsidiaries and affiliates' parent company
As of March 31, 2023 | |||||
Name | Relationship | Proportion of voting rights owned (%) | Stock exchange on | ||
which shares are listed | |||||
Directly | Aggregate | Total | |||
owned | |||||
Nissan | Parent | Prime Market of Tokyo | |||
Motor | company | 50.0 | 0.0 | 50.0 | Stock Exchange, Inc. |
2. Role of the listed company within the corporate group of the parent company, etc., and other information on the relationship between the listed company and the parent company, etc.
-
Role of the listed company within the corporate group of the parent company, etc., and dealings and personnel and capital relationships with the parent company, etc., and its group companies
Nissan Motor is the parent company of Nissan Shatai, and owns 50.0% of voting rights in Nissan Shatai. Within the Nissan Motor corporate group, Nissan Shatai is responsible for vehicle development and production. Nissan Shatai develops and manufactures vehicles under contract to Nissan Motor, which accounts for 98.0% (consolidated) and 99.8% (non-consolidated) of Nissan Shatai sales.
1
Directors and auditors holding other positions concurrently
As of March 31, 2023 | |||
Position | Name | Position in the parent | Reason for appointment |
company, etc., or its group | |||
companies | |||
Statutory | Tomonori Ito | Outside Statutory Auditor, | To make use of his |
Auditor | Jatco Co., Ltd. (Part-time) | extensive experiences | |
(Part-time) | regarding finance and | ||
accounting as well as | |||
company management. |
Note:There is one shared director with parent company, etc., or its group companies out of six directors and three statutory auditors. Also, the above information is non- consolidated basis.
Personnel seconded from the parent company
As of March 31, 2023 | |||
Department | Persons | Seconded from: | Reason for secondment |
General and | 1 | Parent company: Nissan | To enhance corporate |
administration | Motor Co., Ltd. | structure | |
Development | 1 | Parent company: Nissan | To enhance corporate |
Motor Co., Ltd. | structure | ||
2 | Subsidiary of parent company: | ||
Nissan Automotive | |||
Technology Co., Ltd. | |||
Production | 0 |
Note: As of March 31, 2023, Nissan Shatai had 1,698 employees. Also, the above information is non-consolidated basis.
- Business restrictions, risks, and advantages stemming from membership of the corporate group of the parent company, etc., and effects on management and business activities resulting from dealings and personnel and capital relationships with the parent company, etc., and its group companies
Since Nissan Shatai sells 98.0% (consolidated) and 99.8% (non-consolidated) of its output to Nissan Motor, its performance relies heavily on parent company vehicle sales trends. However, the exchange of personnel and technologies with Nissan Motor and its Group companies contributes to further enhancement of effective management and structures at Nissan Shatai.
- Approach to ensuring a certain degree of independence from the parent company, etc., and measures taken to this end, considering business restrictions stemming from membership of the corporate group of the parent company, etc., and effects on management and business activities resulting from dealings and personnel and capital relationships with the parent company, etc., and its group companies
2
Each fiscal year Nissan Shatai formulates and implements income and quality plans, taking into account Nissan Motor management policies. Transactions with the parent company are carried out according to the Master Production Service Agreement and transaction prices for automobile to the parent company are determined by negotiations that take into account the total cost of manufacturing. In addition, the details of the negotiations are deliberated by the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, reported to the Board of Directors, and confirmed by the Board of Directors.
(4) Achievement of a certain degree of independence from the parent company, etc.
Although Nissan Shatai maintains close cooperative relationships with Nissan Motor and its Group companies in the course of its business activities, Nissan Shatai is confident that it has achieved a certain level of independence from Nissan Motor, as described in (3) above.
3. Transactions with controlling shareholder (April 1, 2022 to March 31, 2023)
Category | Name | Address | Capital | Activities | Voting | Relationship | Description of | Amounts | Item | FY-end | |
(million | rights held | Shared directors, | transactions | (million | balance | ||||||
yen) | by the parent | etc. | yen) | (million yen) | |||||||
company(%) | Business relation | ||||||||||
Parent | Nissan | Kanagawa-ku, | 605,813 | Manufacture | Direct: | Shared directors, | Busin | Sales of | 298,412 | Accounts | 64,451 |
company | Motor | Yokohama, | and sale of | 50.0 | etc.:Transferred 3 | ess | automobiles | receivable | |||
Co., | Kanagawa | automobiles | Indirect: | transa | , etc. | - trade, | |||||
Ltd | and others | 0.0 | Business relation: | ctions | and | ||||||
vehicles | Nissan shatai | contract | |||||||||
purchases engine | assets | ||||||||||
and other | |||||||||||
components from | Purchase of | 6,910 | Payables | 3,309 | |||||||
Nissan Motor | parts, etc. | ||||||||||
and sells | |||||||||||
automobiles to | Non- | Reversal of | 560 | ― | ― | ||||||
Nissan Motor. | busin | recall | |||||||||
ess | expenses | ||||||||||
transa | |||||||||||
ctions |
Note: Consumption tax is excluded from transaction amounts, but included in balances at fiscal year-end.Also, the above information is non-consolidatedbasis.
4. Implementation of measures to protect minority shareholders when dealing with controlling shareholders
Transactions with the parent company are carried out according to the Master Production Service Agreement and transaction prices for automobile to the parent company are determined by negotiations that take into account the total cost of manufacturing. In addition, the details of the negotiations are deliberated by the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, reported to the Board of Directors, and confirmed by the Board of Directors. Accordingly, Nissan Shatai is confident that the interests of minority shareholders will not be harmed.
3
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Nissan Shatai Co. Ltd. published this content on 29 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2023 12:37:02 UTC.