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.
(Securities code: 1860) June 5, 2024 (Start of electronic provision of documents: May 29, 2024)
To Shareholders with Voting Rights:
Seisuke Otani
President and Representative Director
TODA CORPORATION
7-1 Kyobashi 1-chome,Chuo-ku,
Tokyo
NOTICE OF CONVOCATION FOR
THE 101ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued supports.
We are pleased to announce that the 101st Annual General Meeting of Shareholders of TODA CORPORATION (the "Company") will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures"). Matters subject to the electronic provision measures have been posted on the following website:
The Company's website:
https://www.toda.co.jp/english/investor_relations/general_meeting.php
In addition to the above website, those matters have also been posted on the following website:
The Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
(Please access the above website, perform a search by entering "TODA CORPORATION" for "Issue name (company name)" or "1860" for "Code", and then select "Basic information" and "Documents for public inspection/PR information" to review "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.)
You can exercise your voting rights in writing or by electromagnetic means (via the Internet, etc.). Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision, and exercise your voting rights by 5:30 p.m. on Tuesday, June 25, 2024 (Japan Time).
1. Date and Time: 10 a.m., Wednesday, June 26, 2024 (Japan Time)
2. Place: | AP Tokyo Yaesu Dori, 7F, KPP Yaesu Building |
10-7 Kyobashi 1-chome,Chuo-ku, Tokyo | |
1 |
3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and results of audit thereof
for the Company's 101st Fiscal Year (April 1, 2023-March 31, 2024)
2. Non-consolidated Financial Statements for the Company's 101st Fiscal Year (April 1, 2023-March 31, 2024)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Six (6) Directors
Proposal No. 3 Election of One (1) Audit & Supervisory Board Member
Proposal No. 4 Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5 Acquisition of Treasury Stock
- When attending the meeting, please submit the enclosed voting rights exercise form to the reception desk. Please also bring with you this Convocation Notice as a meeting material.
- Of the items to be provided electronically, the following items are not included in the documents to be delivered to shareholders who requested delivery of written documents in accordance with the provisions of laws and regulations and the Articles of Incorporation. The documents to be delivered to the shareholders who requested the delivery of the documents are part of the documents that were audited by Audit & Supervisory Board Members and the accounting auditor in preparing the audit report.
- "The Company's System and Policy" in the Business Report
- "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
- "Notes to Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements
- Any revisions to the matters subject to the measures for electronic provision will be posted on the above-listed websites.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
The basic policy of the Company is to make profit returns in accordance with its performance and business environment, while assuring continuous, stable dividend payments to shareholders and in consideration of the amount of internal reserves essential for strengthening the competitiveness and financial strength of the Company. To make direct profit distribution and to achieve shareholder return through medium- to long-term share price increase, the Company has set target for DOE at 2.5% or more, while total return ratio is set at 40% or more. Under this policy, the Company proposes the appropriation of surplus as follows.
Matters concerning year-end dividends
- Type of dividend property Cash
-
Matters concerning the allocation of dividend property to shareholders and the total amount thereof 14 yen per share of common stock of the Company
Total amount: 4,298,552,132 yen
As a result, annual dividends per share for the fiscal year ended March 31, 2024 will be 28 yen, including the interim dividend of 14 yen. - Effective date of distribution of surplus June 27, 2024
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Proposal No. 2 Election of Six (6) Directors
The terms of office of all seven (7) Directors will expire at the conclusion of this Meeting. Accordingly, the Company proposes electing six (6) Directors (including three (3) Outside Directors).
No. | Name | Positions and responsibilities | |
at the Company | |||
1 | Masanori Imai | Reelection | Chairperson and Representative |
Candidate | Director | ||
President and Representative | |||
2 | Seisuke Otani | Reelection | Director |
Candidate | President and Corporate | ||
Officer | |||
Executive Vice President | |||
Reelection | Group General Manager, | ||
3 | Toshihiro Yamazaki | Corporate Administration Group | |
Candidate | |||
Senior Manager, Investment | |||
Screening Division | |||
Reelection | |||
4 | Toshihiko Itami | Candidate | Outside Director |
Outside Director | |||
Independent | |||
Reelection | |||
5 | Kumi Arakane | Candidate | Outside Director |
Outside Director | |||
Independent | |||
Reelection | |||
6 | Masahiro Muroi | Candidate | Outside Director |
Outside Director | |||
Independent |
Attendance at the Board
of Directors' meeting
100%
(18 out of 18 meetings)
100%
(18 out of 18 meetings)
100%
(18 out of 18 meetings)
100%
(18 out of 18 meetings)
100%
(18 out of 18 meetings)
100%
(18 out of 18 meetings)
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No. | Name | Career summary, positions, and responsibilities | ||
April 1978 | Joined the Company | |||
April 1999 | Manager, Architectural Construction Work Division, Tokyo | |||
Branch | ||||
October 2001 | General Manager, Keiji General Construction Sales Office, | |||
Osaka Branch | ||||
April 2008 | Corporate Officer and Vice Branch Manager, Osaka Branch | |||
August 2009 | Executive Officer and Branch General Manager, Osaka | |||
Branch | ||||
April 2013 | Corporate Officer and Executive Vice President | |||
1 | June 2013 | President and Representative Director | ||
President and Corporate Officer | ||||
April 2021 | Chairperson and Representative Director (to present) | |||
[Significant concurrent positions] | ||||
Masanori Imai | Chairman, Japan Construction Occupational Safety and Health Association | |||
Vice Chairman, National General Contractors Association of Japan | ||||
Executive Councilor, the Tokyo Chamber of Commerce and Industry | ||||
Reelection Candidate | ||||
(July 21, 1952) | Vice Chairperson, Ecofirst Council | |||
Co-Representative, Japan Climate Leaders' Partnership | ||||
Outside Director, East Japan Construction Surety Co., Ltd. | ||||
Chairperson, Toda Mirai Foundation |
Number of
shares of the
Company held
25,500 shares
[Reasons for nomination as candidate for Director]
Mr. Masanori Imai, serving as President and Representative Director and Chairman and Representative Director, has played a leading role in increasing the Group's corporate value. He also engages in activities outside the Company to contribute to solving social challenges including environmental issues. The Company renominates him as a candidate for Director so that he will leverage his wealth of experience and broad insight, contributing to the sustainable growth of the Group through managerial supervision that gives consideration to all stakeholders and the strengthening of the decision-making function of the Board of Directors.
April 1982 | Joined the Company | |||
March 2009 | General Manager, Architectural Construction Work | |||
Division, Tokyo Branch | ||||
March 2013 | Deputy General Manager, Tokyo Branch | |||
October 2016 | Branch General Manager, Chiba Branch | |||
April 2017 | Corporate Officer | |||
March 2018 | Corporate Officer and Branch General Manager, Kanto | |||
Branch | ||||
2 | March 2020 | Corporate Officer in charge of Administration Group | 26,800 | |
April 2020 | Executive Officer | |||
shares | ||||
June 2020 | Director | |||
April 2021 | President and Representative Director (to present) | |||
President and Corporate Officer (to present) | ||||
Seisuke Otani | ||||
Reelection Candidate | ||||
(May 25, 1958) |
[Reasons for nomination as candidate for Director]
Mr. Seisuke Otani has been responsible for the architectural construction work department over many years, accumulating a wealth of experience and achievements in the area of architectural construction. Furthermore, he has been making significant contributions to increasing the corporate value such as by overseeing large-scale construction projects. Since April 2021, he has been leading the Group management as President and Representative Director. The Company renominates him as a candidate for Director as he can be expected to contribute to forward-looking, medium- to long-term growth strategy and to improving the corporate value.
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No. | Name | Number of | ||||
Career summary, positions, and responsibilities | shares of the | |||||
Company held | ||||||
April 1982 | Joined the Company | |||||
March 2008 | General Manager, Financial Division, Administration | |||||
Group | ||||||
April 2015 | Corporate Officer and General Manager, Financial | |||||
Division, Administration Group | ||||||
March 2016 | Corporate Officer in charge of Administration Group | |||||
March 2021 | Corporate Officer and Assistant General Manager, | |||||
Management Administration Division | 39,100 | |||||
3 | March 2022 | Corporate Officer and Group General Manager, Corporate | ||||
Administration Group and Senior Manager, Investment | shares | |||||
Screening Division (to present) | ||||||
April 2022 | Senior Executive Officer | |||||
Toshihiro Yamazaki | June 2022 | Director (to present) | ||||
April 2023 | Corporate Officer and Executive Vice President (to present) | |||||
Reelection Candidate | ||||||
(July 10, 1958) | ||||||
[Reasons for nomination as candidate for Director]
Mr. Toshihiro Yamazaki has been responsible for finance department over many years, accumulating a wealth of experience and achievements in all aspects of financial matters in relation to corporate management. He currently supervises the personnel, administration, safety, and ICT departments, etc. as Group General Manager of Corporate Administration Group and is engaged in promotion of many investment development projects and strategic business as Senior Manager of Investment Screening Division. The Company nominates him as a candidate for Director as it believes that he is suitable for executing further growth investment and to strengthen financial strategy.
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No. | Name | Career summary, positions, responsibilities | Number of | ||||||
shares of the | |||||||||
and significant concurrent positions | |||||||||
Company held | |||||||||
April 1980 | Appointed Public Prosecutor, Tokyo District Public | ||||||||
Prosecutors Office | |||||||||
April 2005 | Director-General, Public Security Bureau, Tokyo District | ||||||||
Public Prosecutors Office | |||||||||
June 2010 | Director, General Affairs Department, Supreme Public | ||||||||
Prosecutors Office | |||||||||
July 2012 | Chief Prosecutor, Tokyo District Public Prosecutors Office | ||||||||
July 2014 | Deputy Prosecutor-General, Supreme Public Prosecutors | ||||||||
Office | |||||||||
December 2015 | Superintending Prosecutor, Osaka High Public Prosecutors | ||||||||
4 | Office | 2,200 | |||||||
November 2016 | Registered as an Attorney at Law | shares | |||||||
Toshihiko Itami | Advisor, Nagashima Ohno & Tsunematsu (to present) | ||||||||
March 2018 | Audit & Supervisory Board Member, THE HOKKOKU | ||||||||
SHIMBUN CO., LTD. | |||||||||
Reelection Candidate | June 2018 | Outside Director, Seven Bank, Ltd. | |||||||
Outside | June 2018 | Director, the Company (to present) | |||||||
June 2020 | Outside Director (Audit & Supervisory Committee | ||||||||
Independent | |||||||||
Member), JP-HOLDINGS, INC. (to present) | |||||||||
(September 2, 1953) | |||||||||
[Reasons for nomination as candidate for Outside Director and expected roles]
Mr. Toshihiko Itami has served in prominent positions including Chief Prosecutor of Tokyo District Public Prosecutors Office, Deputy Prosecutor-General of Supreme Public Prosecutors Office and Superintending Prosecutor of Osaka High Public Prosecutors Office, before engaging in corporate governance, corporate crisis management and corporate compliance matters as an attorney at law, and possesses a wealth of experience and a high level of expertise. The Company renominates him as Outside Director as we expect that he will provide appropriate advice and proposals concerning the management of the Company from an objective standpoint independent of the management team involved in the execution of duties.
While he has never been involved in corporate management other than as an outside director/auditor, the Company believes that he can appropriately execute the duties of an Outside Director based on the above reasons.
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No. | Name | Career summary, positions, responsibilities | Number of | ||||||
shares of the | |||||||||
and significant concurrent positions | |||||||||
Company held | |||||||||
April 1981 | Joined KOBAYASHI KOSÉ COMPANY LIMITED | ||||||||
(currently KOSÉ Corporation) | |||||||||
March 2002 | Senior Chief Researcher, R&D Headquarters Advanced | ||||||||
Cosmetic Research Laboratories | |||||||||
March 2004 | General Manager, Product Development Dept., Marketing | ||||||||
Headquarters | |||||||||
March 2006 | Executive Officer, Deputy Director-General of Marketing | ||||||||
Headquarters and General Manager of Product | |||||||||
Development Dept. | |||||||||
March 2010 | General Manager, R&D Laboratories | ||||||||
5 | March 2011 | General Manager, Quality Assurance Dept. (Marketing | 4,500 | ||||||
Supervisor-General) | shares | ||||||||
Kumi Arakane | June 2011 | Director (in charge of Quality Assurance Dept., Customer | |||||||
Service Center, Purchasing Dept., and Product Designing | |||||||||
Dept.) | |||||||||
Reelection Candidate | June 2017 | Audit & Supervisory Board Member | |||||||
March 2019 | Outside Audit & Supervisory Board Member, Kubota | ||||||||
Outside | |||||||||
Corporation | |||||||||
Independent | |||||||||
March 2020 | External Director, Kagome Co., Ltd. (to present) | ||||||||
(July 4, 1956) | |||||||||
June 2020 | Director, the Company (to present) | ||||||||
March 2021 | Outside Director, Kubota Corporation (to present) | ||||||||
[Reasons for nomination as candidate for Outside Director and expected roles]
Ms. Kumi Arakane has a wealth of experience and insight in corporate management, including being involved in the execution and supervision of management as a director and person in charge of corporate R&D, product development, and quality assurance as a Doctor of Pharmacology. The Company renominates her as Outside Director as we expect that she will provide to-the-point proposals and advice at the meetings of the Board of Directors from an objective standpoint independent of the management team involved in the execution of duties.
April 1978 | Joined the Nomura Computer Systems Co., Ltd. | ||||||||
January 1988 | The Nomura Research Institute, Ltd. and the Nomura | ||||||||
Computer Systems Co., Ltd. Merge | |||||||||
June 2000 | Director and Group General Manager, Planning and | ||||||||
Business Division, EC Knowledge Solution Division, | |||||||||
Knowledge Solution Group | |||||||||
April 2002 | Director and Executive Officer, Senior Manager, e-Solution | ||||||||
Division | |||||||||
April 2008 | Director and Senior Executive Officer, Senior Manager, | ||||||||
Investigation & Creation Center, Headquarter Organization | 2,200 | ||||||||
6 | management | ||||||||
shares | |||||||||
April 2013 | Representative Director and Executive Vice President, | ||||||||
Masahiro Muroi | Senior Management, Headquarter Organization Division, | ||||||||
Quality and Innovative Production Division | |||||||||
April 2015 | Director, Vice Chairman & Chair, Board of Directors | ||||||||
Reelection Candidate | |||||||||
June 2016 | Outside Director, RYODEN CORPORATION (scheduled | ||||||||
Outside | |||||||||
to retire in June 2024) | |||||||||
Independent | June 2017 | Outside Director, MARUI GROUP CO., LTD. | |||||||
(July 13, 1955) | June 2018 | Auditor, The Norinchukin Bank (to present) | |||||||
June 2022 | Director, the Company (to present) | ||||||||
[Reasons for nomination as candidate for Outside Director and expected roles]
Mr. Masahiro Muroi has served as Representative Director of a major private think tank, accumulating a wealth of experience in and insight into corporate management and high expertise in IT. The Company nominates him as Outside Director as we expect that he will provide effective advice that will help improve the efficiency of business operation while supervising the Company's overall management.
8
Notes: 1. There is no special interest between any of the candidates and the Company.
- The numbers of shares of the Company held are the numbers of shares substantially held, which include each candidate's shareholding in Toda Corporation Officers' Shareholding Association.
- Mr. Toshihiko Itami, Ms. Kumi Arakane, and Mr. Masahiro Muroi are candidates for Outside Director. They are designated as candidates for independent directors as stipulated by the rules of the Tokyo Stock Exchange and notified thereof to the Exchange.
- Mr. Toshihiko Itami, Ms. Kumi Arakane, and Mr. Masahiro Muroi currently serve as Outside Director of the Company. At the conclusion of this General Meeting of Shareholders, Mr. Toshihiko Itami will have served as Outside Director for six years, Ms. Kumi Arakane will have served as Outside Director for four years, and Mr. Masahiro Muroi will have served as Outside Director for two years.
- Mr. Toshihiko Itami has served as Advisor of Nagashima Ohno & Tsunematsu. The amount of monetary compensation paid by the Company to the law firm in the fiscal year ended March 31, 2024 was less than 0.1% of the law firm's total income.
- Although Ms. Kumi Arakane served as Executive Officer, Director, and Audit & Supervisory Board Member of KOSÉ Corporation until June 2019, she is not currently involved in the execution of KOSÉ Corporation's business. In addition, the amount of KOSÉ Corporation's construction transactions with the Company in the fiscal year ended March 31, 2024 was less than 0.1% of the Company's net sales.
- Although Mr. Masahiro Muroi served as Member of the Board and Representative Director of The Nomura Research Institute, Ltd., he is not currently involved in the execution of The Nomura Research Institute, Ltd.'s business. The amount of The Nomura Research Institute, Ltd.'s construction transactions with the Company in the fiscal year ended March 31, 2024 was less than 0.1% of the Company's net sales.
- To recruit talented people as Outside Directors of the Company, the Company stipulates in its Articles of Incorporation that it can enter into contracts with Outside Directors that limit the liability for damages to the Company to the minimum amount stipulated in laws and regulations. The Company has concluded this limited liability contract with Outside Director candidates, Mr. Toshihiko Itami, Ms. Kumi Arakane and Mr. Masahiro Muroi. The contracts will be retained if the reelection of the above three candidates is approved.
- The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers damages, litigation expense to be borne by the insured, in the event of a claim for damages caused by an act (including nonfeasance) in the course of their duties as directors and officers. However, the said insurance contract is not applicable to damages, etc. to directors and officers themselves who commit criminal acts or illegal acts deliberately, and measures are taken in order to prevent the impairment of the appropriateness of execution of duties by directors and officers. The insurance premiums are fully borne by the Company. The scope of the insured under the said insurance includes the directors, audit & supervisory board members, executive officers and managerial employees of the Company. If this proposal is approved as originally proposed, and candidates are reappointed, they will be insured under the said insurance contract. The Company plans to renew the said insurance contract with the same contents during their terms of office.
- Ms. Kumi Arakane's name in the family register is Ms. Kumi Kameyama.
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Proposal No. 3 Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member, Ms. Junko Nishiyama, will expire at the conclusion of this Meeting. Accordingly, the Company proposes to elect one (1) Audit & Supervisory Board Member.
The candidate for Audit & Supervisory Board Member is as below. This Proposal has been approved by the Audit & Supervisory Board in advance.
Number of | |||||||||
Name | Career summary and positions | shares of the | |||||||
Company | |||||||||
held | |||||||||
April 1979 | Joined Lion Fat & Oil Co., Ltd. (currently Lion Corporation) | ||||||||
March 2006 | Director, Finished Product Department, Purchasing Headquarters | ||||||||
March 2007 | Director, Finished Product Purchasing, Production Coordinating | ||||||||
Department No.2, Production Headquarters | |||||||||
January 2009 | Director, Packaging Engineering Research Laboratories, Research | ||||||||
& Development Headquarters | |||||||||
January 2014 | Director, CSR Promotion Department | ||||||||
March 2015 | Standing Corporate Auditor | ||||||||
March 2019 | Outside Director, Member of the Audit Committee, EBARA | 0 | |||||||
CORPORATION | share | ||||||||
June 2019 | Outside Director, JACCS CO., LTD. | ||||||||
Junko Nishiyama | June 2020 | Outside Audit & Supervisory Board Member, the Company (to | |||||||
present) | |||||||||
Reelection Candidate | |||||||||
March 2021 | Outside Director, Member of the Compensation Committee, | ||||||||
EBARA CORPORATION | |||||||||
Outside | |||||||||
March 2024 | Outside Director, Member of the Audit Committee, EBARA | ||||||||
Independent | CORPORATION (to present) | ||||||||
(January 10, 1957) | |||||||||
[Reasons for nomination as candidate for Audit & Supervisory Board Member] | |||||||||
Ms. Junko Nishiyama has a wealth of experience and achievements in corporate management in general, including being | |||||||||
responsible for R&D, environmental activities, and other activities at a major healthcare company, as well as being involved | |||||||||
in auditing company-wide operations as a Standing Corporate Auditor. The Company renominates her as Outside Audit & | |||||||||
Supervisory Board Member as she has audited the execution of duties by Directors in an objective and fair manner based | |||||||||
on her wealth of experience and high level of insight. | |||||||||
Notes: 1. There is no special interest between candidate Ms. Junko Nishiyama and the Company. |
- Ms. Junko Nishiyama is a candidate for Outside Audit & Supervisory Board Member. She is designated as a candidate for an independent Audit & Supervisory Board member as stipulated by the rules of the Tokyo Stock Exchange and notified thereof to the Exchange.
- Ms. Junko Nishiyama currently serves as Full-time Audit & Supervisory Board Member (outside) of the Company. At the conclusion of this General Meeting of Shareholders, he will have served as Audit & Supervisory Board Member for four years.
- Ms. Junko Nishiyama was with Lion Corporation until March 2019 and responsible for R&D, environmental activities, and other activities, as well as serving as Audit & Supervisory Board Member, but she is not currently involved in the execution of Lion Corporation's business. In addition, the amount of Lion Corporation's construction transactions with the Company in the fiscal year ended March 31, 2024 was less than 0.1% of the Company's net sales.
- To recruit talented people as Audit & Supervisory Board Member of the Company, the Company stipulates in its
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TODA Corporation published this content on 29 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2024 00:17:00 UTC.