IBIDEN CO.,LTD. Notice of the 170th Ordinary General Meeting of Shareholders
Date & Time: 2:00 p.m. (JST), Thursday, June 15, 2023
Venue: IBIDEN Co., Ltd. Headquarters Hall (the 2nd floor), 2-1Kanda-cho,Ogaki-city, Gifu Pref.
Agenda:
Matters to be reported:
- Business Report and Consolidated Financial Statements, and Audit Reports by the Accounting Auditors and the Audit and Supervisory Committee on the Consolidated Financial Statements, for the 170th Fiscal Year from April 1, 2022 to March 31, 2023
- Financial Statements for the 170th Fiscal Year from April 1, 2022 to March 31, 2023
Matters to be resolved:
Proposal 1: Election of Seven (7) Directors who are not Audit and Supervisory Committee Members
Proposal 2: Election of Five (5) Directors who are Audit and Supervisory Committee Members
Proposal 3: Election of one (1) Substitute Director who is an Audit and Supervisory Committee Member
Company's Website:https://www.ibiden.co.jp/
If there is any minor amendment to the "Reference Materials for General Meeting of Shareholders," "Business Report," "Financial Report" and/or "Consolidated /Non-consolidated Financial Statements," such amendment will be posted on the Company's website indicated above. Additionally, pursuant to the Japanese laws and regulations and Article 15 of the Company's, "Items related to the current situation of the Group Companies
- Major sales offices and factories", "Items related to Corporate Director (6) Outside Corporate Director," and "Company Structure and Company Policy" of Business Report, "Consolidated Financial Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements of Change in Net Assets" of Consolidated Financial Statements, and "Statements of Changes in Net Assets" and "Notes to Non- Consolidated Financial Statements" of Financial Statement will be posted on the website above, and thus not included in the documents accompanying the Notice of the 170th Ordinary General Meeting of Shareholders. Moreover, these items will be audited by the Accounting Auditors, and Audit and Supervisory Committee.
This document is an English translation of the Notice of the 170th Ordinary General Meeting of Shareholders originally prepared in Japanese. This English translation is for general reference purposes only and is subject to errors and omissions. All information contained herein is deemed accurate, but is not guaranteed.
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Proposal 1 | Election of Seven (7) Directors who are not Audit and Supervisory Committee | |
Members | ||
The terms of office of all seven (7) current Directors will expire at the conclusion of the Ordinary General Meeting of Shareholders. Accordingly, it is proposed that seven (7) Members of the Board of Directors who are not Audit and Supervisory Committee Members be elected. The candidates for the Directors who are not Audit and Supervisory Committee Members are as follow:
The brief personal information for respective candidates is referred to Page 3 through 7.
Name | Positions and Responsibilities | Attendance at the | Years | ●Male | |||||||||
Candidate Number | Board of Directors' | of | ●Female | ||||||||||
Meeting in 2022 | Service | ||||||||||||
President & CEO, Representative | |||||||||||||
1 | Takeshi | Director, Administrator of Corporate | 11/11 times | 10 years | ● | ||||||||
Reassignment | AOKI | Business Operation and R&D Operation | (100%) | ||||||||||
Officer | |||||||||||||
Executive Vice President, Representative | |||||||||||||
Masahiko | Director, Deputy Administrator of | 11/11 times | ● | ||||||||||
2 | Corporate Business Operation, DX | 5 years | |||||||||||
Reassignment | |||||||||||||
IKUTA | (100%) | ||||||||||||
Promotion Officer, IR Officer and President | |||||||||||||
of Strategic Corporate Planning Operation | |||||||||||||
Koji | Director & Senior Executive Officer, | 9/9 times* | ● | ||||||||||
3 | Electronic Business Officer and President | 1 year | |||||||||||
Reassignment | |||||||||||||
KAWASHIMA | (100%) | ||||||||||||
of Electronics Operation | |||||||||||||
Senior Executive Officer, GX Promotion | |||||||||||||
Ayumi | Officer, President of Strategic | ● | |||||||||||
4 | Manufacturing Operation, IPIA Planning | - | - | ||||||||||
New | |||||||||||||
SUZUKI | |||||||||||||
Division Manager, Energy Control Unit | |||||||||||||
Officer and Internal Audit Division Officer | |||||||||||||
5 | Chiaki | Candidate of | Candidate of | 11/11 times | 9 years | ● | |||||||
Reassignment | Outside | Independent | |||||||||||
YAMAGUCHI | (100%) | ||||||||||||
Director | Director | ||||||||||||
6 | Toshio | Candidate of | Candidate of | 11/11 times | 6 years | ● | |||||||
Reassignment | Outside | Independent | |||||||||||
MITA | (100%) | ||||||||||||
Director | Director | ||||||||||||
Noriko | Candidate of | Candidate of | 11/11 times | ● | |||||||||
7 | Reassignment | Outside | Independent | 3 year | |||||||||
ASAI | (100%) | ||||||||||||
Director | Director | ||||||||||||
* Attendance since inauguration on June 17, 2022.
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Reassignment
Numbers of the
Company's Shares
Owned
77,700
Including Numbers of the
Company's Shares
Granted on Stock
Compensation Plan
46,400
Candidate Number | Takeshi AOKI | Date of Birth: | ||
1 | ||||
February 4, 1958 | ||||
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held | ||||
April 1981 | Joined IBIDEN Co., Ltd. | April 2017 | Administrator of Corporate Business | |
Operation (present), Ceramics | ||||
April 2008 | Corporate Officer | Business Officer | ||
June 2013 | Director & Corporate Officer | June 2017 | President & CEO, Representative | |
April 2014 | Director & Managing Officer | Director (present) | ||
March 2016 | Executive Vice President, | June 2018 | R&D Operation Officer (present) | |
Representative Director | April 2019 | Corporate Executive Director of Internal | ||
President of Ceramics | Audit Division | |||
Operation | ||||
Reasons for his/her Nomination as a Candidate | ||||
Mr. Takeshi AOKI has wide-range knowledge as President & CEO, Representative Director of the Company and abundant experience in business operation of the Company. As the Company judges that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.
Expected Expertise
Company Management, Business Strategy, Wide-Range Knowledge of the Company Business, International Business, Innovation, Internal Control and Corporate Governance
Reassignment
Numbers of the
Company's Shares
Owned
48,900
Including Numbers of the
Company's Shares
Granted on Stock
Compensation Plan
24,300
Candidate Number | Masahiko IKUTA | Date of Birth: | |
2 | |||
August 19, 1962 | |||
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held | |||
April 1985 | Joined IBIDEN Co., Ltd. | June 2017 | Executive Managing Officer |
April 2010 | Corporate Officer | June 2018 | Director & Executive Managing Officer |
October 2013 | President of Strategic | April 2019 | PKG Business Officer |
April 2020 | Director & Senior Executive Officer | ||
Corporate Planning Operations | |||
Executive Vice President, | |||
(present) | |||
April 2021 | Representative Director (present), | ||
IR Officer (present), FGM | |||
Electronics Business Officer | |||
Business Officer | |||
Deputy Administrator of Corporate | |||
June 2014 | Director & Managing Officer | ||
April 2022 | Business Operation (present), DX | ||
March 2016 | Director & Executive Managing | ||
Promotion Officer (present) | |||
Officer | |||
April 2017 | Affiliates and Subsidiaries | ||
Officer |
Reasons for his/her Nomination as a Candidate
Mr. Masahiko IKUTA has wide-range knowledge as a Representative Director of the Company and adequate experience in Strategic Corporate Planning Operation. As the Company judge that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.
Expected Expertise
Company Management, Business Strategy, Wide-Range Knowledge of the Company Business, Financial/Accounting/Tax Practice, Risk Management, Internal Control and Corporate Governance
- 3 -
Candidate Number | Koji KAWASHIMA | Date of Birth: |
3 | ||
September 15, 1963 | ||
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
Reassignment
Numbers of the
Company's Shares
Owned
32,300
April 1987 | Joined IBIDEN Co., Ltd. | April 2017 |
April 2008 | Director | April 2019 |
April 2010 | Corporate Officer, President of | April 2020 |
PKG Operation | April 2022 | |
April 2014 | Human Resources Director of | June 2022 |
Strategic Corporate Planning | ||
Operations | April 2023 | |
March 2016 | Executive Managing Officer | |
President of Electronics Operation President of PKG Operation Senior Executive Officer Electronics Business Officer (present) Director & Senior Executive Officer (present)
President of Electronics Operation (present)
Including Numbers of the
Company's Shares
Granted on Stock
Compensation Plan
13,900
Reasons for his/her Nomination as a Candidate
Mr. Koji KAWASHIMA has wide-range knowledge as a Director of the Company and adequate experience in Electronics Operation with a special focus on IC package. As the Company judge that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.
Expected Expertise
Company Management, Business Strategy, Wide-Range Knowledge of the Company Business, International Business, Engineering and Manufacturing,
New
Numbers of the
Company's Shares
Owned
2,100
Including Numbers of the
Company's Shares
Granted on Stock
Compensation Plan
100
Candidate Number | Ayumi SUZUKI | Date of Birth: | |
4 | |||
March 21, 1964 | |||
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held | |||
May 1989 | Joined IBIDEN Co., Ltd. | April 2022 Production Division Manager of ECP Unit | |
April 2005 | Group Manager of PKG Group, | April 2023 Senior Executive Officer (present), GX | |
Quality Control Division, | |||
Electronic Substrate Operation | Promotion Unit Officer (present), | ||
April 2009 | Quality Assurance Division | President of Strategic Manufacturing | |
Manager of DPF Unit | Operation (present), IPIA Planning | ||
April 2018 | President of IBIDEN Hungary | Division Manager (present), | |
Kft. (secondment) | Energy Control Unit Officer (present), | ||
April 2021 | Senior Management | Internal Audit Division Officer (present) |
Reasons for his/her Nomination as a Candidate
Mr. Ayumi SUZUKI has wide-range knowledge as a Director of the Company, deep knowledge in Technology and Production Operations and experience in affiliating overseas production companies. As the Company judges that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.
Expected Expertise
Wide-Range Knowledge of the Company Business, Engineering, Manufacturing, Risk Management, Internal Control and Corporate Governance
- 4 -
Reassignment
Candidate of
Outside Director
Candidate of
Independent Director
Numbers of the
Company's Shares
Owned
13,400
Candidate Number | Chiaki YAMAGUCHI | Date of Birth: | ||
５ | ||||
December 25, 1949 | ||||
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held | ||||
April 1972 | Joined TOYOTA MOTOR CORPORATION | |||
June 2003 | Full-time Corporate Auditor of TOYOTA MOTOR CORPORATION (retired on June 2011) | |||
June 2011 | Executive Managing Director of Toyota Industries Corporation | |||
June 2012 | Representative Director & Senior Vice President of Toyota Industries Corporation (retired on | |||
June 2015) | ||||
June 2014 | Outside Director of IBIDEN Co., Ltd. (present) | |||
June 2015 | President & Representative Director of TOYOTA FUDOSAN CO., LTD., formerly Towa Real | |||
Estate Co., Ltd.(retired on June, 2018) | ||||
Outside Director of Nakanihon KOGYO Co., Ltd. (retired on June 2019) | ||||
June 2018 | Contract Officer for Special Duties of TOYOTA MOTOR CORPORATION (present) | |||
Outside Auditor of Central Nippon Expressway Company Limited (retired on June 2022) | ||||
Corporate Advisor of TOYOTA FUDOSAN CO., LTD., formerly Towa Real Estate Co., Ltd. | ||||
(retired on June 2019) | ||||
June 2019 | Contract Officer for Special Duties of TOYOTA FUDOSAN CO., LTD., formerly Towa Real | |||
Estate Co., Ltd. as former President & Representative Director (present) |
Other Major Position Concurrently Held
Contract Officer for Special Duties of TOYOTA MOTOR CORPORATION
Contract Officer for Special Duties of TOYOTA FUDOSAN CO., LTD., formerly Towa Real Estate Co., Ltd.
Relation between his/her Major Concurrent Duty and the Company
The Company has no special interest with his concurrent duties.
Reasons and Expectation for his/her Nomination as a Candidate of Outside Director
Mr. Chiaki YAMAGUCHI has extensive and wide-ranging experience and expertise, including those in relation to corporate management as Representative Director & Senior Vice President of Toyota Industries Corporation and President & Representative Director of TOYOTA FUDOSAN CO., LTD., formerly Towa Real Estate Co., Ltd. The Company proposes that Mr. Chiaki YAMAGUCHI be reelected as Outside Director and be delegated Chairman of Nomination/Remuneration Committee in expectation of the advice and supervision, which he will be able to provide.
Expected Expertise
Company Management, Business Strategy, Financial/Accounting/Tax Practice, International Business, Risk Management, Internal Control and Corporate Governance
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Ibiden Co. Ltd. published this content on 19 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2023 07:29:05 UTC.
