June 20, 2018
Corporate name | Hitachi Construction Machinery Co., Ltd. (Code: 6305, First Section of the Tokyo Stock Exchange) |
Name of representative | Kotaro Hirano, President and Executive Officer |
Notice Concerning Controlling Shareholders, etc.
Hitachi Construction Machinery Co., Ltd. hereby announces the following particulars concerning the controlling shareholders, etc. of HCM's parent company, Hitachi, Ltd. (hereinafter referred to as "Hitachi").
1. Trade names, etc. of the parent company, controlling shareholders (excluding parent company), other affiliates, or parent companies of other affiliates
(As of March 31, 2018)
Name | Attribute | Voting right percentage (%) | Financial instruments exchange, etc. where issued share certificates are listed | ||
Direct ownership | Combined relevant shares | Total | |||
Hitachi, Ltd. | Parent company | 50.9 | 0.6 | 51.5 | First Section of the Tokyo Stock Exchange First Section of the Nagoya Stock Exchange |
2. Positioning of listed companies within the parent company's corporate group, and other relationships between listed companies and the parent company
(1) Positioning of listed companies within the parent company's corporate group, and business, personnel, and/or capital relationships between the parent company and its group companies
Hitachi Construction Machinery Co., Ltd. (HCM) belongs to the construction machinery segment of the Hitachi Group as the sole enterprise to assume the Group's construction machinery business. While maintaining independent business management, HCM shares its parent company's basic principles and brand as a member of the Hitachi Group.
Furthermore, HCM and Hitachi have a capital lending/borrowing transactional relationship based on the Hitachi Group's cash pooling system, as well as a cooperative relationship in the areas of research and development. HCM has business relationships, such as product sales, with other Hitachi Group companies.
Additionally, in order to reinforce the corporate governance function of HCM's Board of Directors and to ensure coordination with the Hitachi Group, one of the 10 directors is concurrently taking the post of Representative Executive Officer and Vice President at Hitachi as of March 31, 2018.
(Concurrent directorships)
(As of March 31, 2018)
Title | Name | Title at parent company or its group company | Reason of appointment |
Director | Yutaka Saito | Parent company Hitachi, Ltd. Executive Vice President and Executive Officer Subsidiary of parent company Hitachi Kokusai Electric Inc. Chairman of the Board | It has been decided that, with Mr. Saito's extensive experience and deep insights in machinery business in the Hitachi Group and as the top executive of a global company, his advice on HCM's overall management can further strengthen HCM's management structures. |
(2) Business restraints, risks, and advantages from belonging to the corporate group of the parent company, and the impact of the business, personnel, and/or capital relationships with the parent company and its group companies on management and business activities
By being a part of the Hitachi Group, HCM can effectively use the research and development capacities, branding power, and other management resources of Hitachi and the Hitachi Group companies, as well as further contribute to improving HCM's and the HCM Group's corporate values.
(3) Concept and measures for ensuring a certain level of independence from the parent company
One of the 10 HCM directors is concurrently taking a post as an executive officer at Hitachi as of March 31, 2018, which creates a situation where he may have an impact on HCM's management policy decisions through expressing his opinions at board meetings. However, the board members concurrently taking on executive officer posts at Hitachi are less than the majority of HCM's board members, and because three of HCM's outside directors are registered with the Tokyo Stock Exchange as independent officers, HCM believes that it is able to make independent management decisions. Terms of business with Hitachi and its group companies are rationally determined based on mutual accord, referencing market prices, etc.
(4) Situation of ensuring a certain level of independence from the parent company
HCM conducts business activities individually on the basis of ensuring independence in terms of business transactions in the relationship with Hitachi. Additionally, as HCM's business activities do not significantly rely on business transactions with Hitachi, HCM recognizes that its independence from the parent company is ensured to a certain level.
3. Particulars related to transactions with controlling shareholders, etc.
The state of business transactions with Hitachi during the fiscal year ended in March 2018 (from April 1, 2017 to March 31, 2018) is as follows:
Attribute | Company name | Capital or Investments | Line of business | Relationship with relevant party | Details of business transactions | Transaction amount (Unit: Million yen) | Account title | Final balance (Unit: Million yen) |
Parent company | Hitachi, Ltd. | ¥458,791 million | Manufacturing, sales, and service of electric machines and appliances and other products | Lending/Borrowing of funds; Payment of brand royalties; Concurrent directorship | Repayment of borrowings; Deposit of funds;; Interest on borrowings; Payment of brand royalties | 26,487 2,486 27 2,229 | Deposits Accounts payable | 2,486 5,724 |
Note: Transaction conditions or policy for determining transaction conditions
HCM is enrolled in the Hitachi Group's cash pooling system, which aims to centrally manage funds. Funds are accommodated on a daily basis, and therefore the transaction amount represents the balance against the amount as of the end of the previous fiscal year.
The interest rates for deposits and borrowings of funds are rationally determined considering market interest rates. Collaterals are not provided.
4. State of performance of measures to protect minority shareholders when transacting with controlling shareholders
When HCM transacts with Hitachi and Hitachi Group companies, fair trade is ensured by coming to a mutual accord where the price is rationally determined based on generally accepted market prices.
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HCM - Hitachi Construction Machinery Co. Ltd. published this content on 20 June 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 June 2018 06:12:08 UTC