INPEX CORPORATION Public Relations Group, Corporate Communications Unit
Akasaka Biz Tower, 5-3-1 Akasaka, Minato-ku, Tokyo 107-6332 JAPAN
November 27, 2015
Tokyo, Japan - INPEX CORPORATION (INPEX) announced today that on November 27, it formulated corporate governance guidelines, as outlined in the attachment.
ATTACHMENT: Corporate Governance Guidelines
Media Contact: INPEX Tokyo Office, Public Relations Group, Tel) +81-3-5572-0233
These Corporate Governance Guidelines are English translations of the Japanese-language original. If any ambiguity of interpretation is found in these translations, the Japanese text shall prevail.
The purpose of this corporate governance guidelines (hereinafter the 'Guidelines') is to specify the basic views and guidelines on the corporate governance of INPEX CORPORATION (hereinafter the 'Company') Group, and to ensure transparency and fairness in decision-making of the Company and realize effective corporate governance through the proactive provision of information.
The mission of the Company is to provide a stable and efficient supply of energy to our customers by exploring and developing oil and natural gas resources throughout the world. Through its business, we aim to become an integrated energy company, which contributes to the community and makes it more livable and prosperous. Based on this mission, in order to achieve sustainable growth and increase corporate value over the mid- to long-term, the Company fulfills its social responsibilities in cooperation with its shareholders and other stakeholders, and works to enhance its corporate governance for the purpose of conducting transparent, fair, timely, and decisive decision-making.
The Company recognizes the general meeting of shareholders as the highest decision-making body in the Company and an important opportunity for engaging in constructive dialogue with shareholders. Based on this recognition, the Company shall take adequate measures from shareholders' perspectives for allowing their opinions to be appropriately reflected in the management of the Company.
To ensure that shareholders have sufficient time to consider agenda items for resolution at the general meeting of shareholders and are able to appropriately exercise their voting rights, the Company shall send the convening notice of the general meeting of shareholders around three weeks prior to the date of the meeting, and publish the content of the notice on the Company's website or
by other electronic means prior to sending the notice.
The Company shall appropriately set the date of the general meeting of shareholders and any associated dates, taking account of facilitating sufficient constructive dialogue with shareholders and ensuring the accuracy of information necessary for such dialogue.
The Company shall create an infrastructure allowing electronic voting, including the use of the Electronic Voting Platform, and provide English language translations of the convening notices of the general meeting of shareholders.
In cases where institutional investors who hold shares in the name of a trust bank or other custodial institutions express an interest in advance to exercise shareholders' rights including voting rights at a general meeting of shareholders, the Company shall consult with the trust bank and/or custodial institutions.
The Company shall take appropriate measures to substantially secure the rights of all shareholders, and give adequate consideration to the exercise of the rights that are also granted to minority shareholders.
When more than 20% of the votes have been cast against a proposal by the Company and the proposal was approved at a general meeting of shareholders, the Company shall analyze the reasons for the opposing votes, and examine the need for dialogue with shareholders and other measures.
To achieve sustainable growth and increase corporate value over the mid- to long-term, the Company shall strive to implement efficient management that takes into consideration profitability and capital efficiency, and to ensure ongoing investment for growth, the maintenance of its financial strength, and appropriate shareholder returns.
For the purpose of achieving sustainable growth and increasing corporate value over the mid- to long-term, when it is deemed necessary to hold shares in corporations in order to maintain good relationships, and to promote business smoothly and generate business opportunities, the Company shall hold shares in such corporations to the extent necessary.
Each year, the Board of Directors meeting of the Company shall examine the aims and rationale for major cross-shareholdings.
In voting rights as to their cross-shareholdings, decisions whether or not to approve proposals shall be made after full consideration of the appropriateness of the proposals and whether they will contribute to the purpose of the cross-shareholdings and the sustainable growth and increased corporate value over the mid- to long-term of the companies invested in.
The Company does not adopt anti-takeover measures.
The Company had issued a Class A stock to the Minister of Economy, Trade and Industry (see Exhibit 1).
In accordance with relevant laws and regulations, the Company shall require directors' transactions in competition with the Company and conflict of interest transactions to be approved in advance by the Board of Directors and subsequent reporting to the Board of Directors. Also in the case of transactions with major shareholders, depending on the importance and characteristics of the transactions, the Company shall require the prior consent of or reporting to the Board of Directors.
Transactions with related parties shall be disclosed in accordance with the Companies Act, the Financial Instruments and Exchange Act and other applicable laws and regulations, as well as applicable rules of securities exchanges.
All directors of the Company, including outside directors, shall be required to submit a written pledge to carry out their duties as officers of the Company appropriately and with the highest regard for the importance of such matters as their duty not to compete with the Company under the Companies Act, the proper manner for dealing with conflicts of interest, and prevention of information leakage, etc.
1. The Company shall establish the INPEX Values as the common foundation for the executive officers and employees of the INPEX Group to work in a unified manner, and asks its executive officers and employees to demonstrate the values through concrete actions in the daily performance
|
distributed by
|
