February 22, 2022 | |
Company | Japan Investment Adviser Co., Ltd. |
Representative | Naoto Shiraiwa, President & CEO |
(TSE First Section, Stock Code: 7172) | |
Contact | Board Director, Takeshi Sugimoto |
TEL. | 81-3-6550-9307 |
Notice of Partial Amendment of Articles of Incorporation
Japan Investment Adviser Co., Ltd. ("the Company") announces that it has resolved in the Board of Directors meeting held on February 22, 2022, to propose a partial amendment to its Articles of Incorporation as described below at the 16th Annual General Meeting of Shareholders which will be held on March 29, 2022.
1. Reasons for the proposal
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Introduction of measures for providing reference materials, etc. for the general meeting of shareholders in electronic format
The 2019 amendment of the Companies Act allows for measures for providing reference materials, etc. for the general meeting of shareholders in an electronic format, and from the enforcement date of the amended Companies Act concerning electronic provision measures, companies issuing book-entry transfer shares (listed companies) are obligated to stipulate in their articles of incorporation that they will take electronic provision measures for information that constitutes the content of reference materials for the general meeting of shareholders. Accordingly, the Company intends to make necessary amendments to the Articles of Incorporation. - Establishment of new provision regarding Substitute Audit & Supervisory Board Member
To prepare for a contingency in which the Company does not have the number of Audit & Supervisory Board Members required by laws and regulations, the Company proposes to set a new provision concerning a Substitute Audit & Supervisory Board Member. This would stipulate the effective term of the resolution for election of a Substitute Audit & Supervisory Board Member and the term of office of a Substitute Audit & Supervisory Board Member who will be officially appointed.
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2. Description of the amendment (Amendment parts are underlined.)
Current Articles of Incorporation | Proposed amendment | ||
Article 1 - Article 14 | Article 1 - Article 14 | ||
(Disclosure via Internet of Reference Materials, etc. | |||
for General Meeting of Shareholders and Deemed | |||
Provision) | |||
Article 15 The Company may deem that, at the | |||
convocation of General Meeting of Shareholders, the | |||
information on the matters that should be described | |||
or indicated in the reference materials for General | |||
Meeting of Shareholders, business report and | |||
financial statements (including the accounting | |||
auditor's report or audit report pertaining to the said | |||
consolidated financial statements) has been provided | |||
for the shareholders by disclosing such information | |||
via Internet as provided in the order of the Ministry | |||
of Justice. | |||
(Measures for Provision in Electronic Format, etc.) | |||
Article 15 When convening General Shareholder | |||
Meetings, the Company shall take measures to | |||
provide reference documents, etc., for General | |||
Meeting of Shareholders in electronic format. | |||
2. The Company does not need to include all or some | |||
matters related to electronic provision measures | |||
stipulated by the Ordinance of the Ministry of Justice | |||
in the documents to be delivered to shareholders who | |||
have requested such documents by the record date of | |||
voting rights. | |||
Article 16 - Article 31 | Article 16 - Article 31 | ||
(Method of Appointment) | (Method of Appointment) | ||
ARTICLE 32 The Audit & Supervisory Board | ARTICLE 32 The Audit & Supervisory Board | ||
Members of the Company shall be appointed by the | Members of the Company shall be appointed by the | ||
resolution of the General Meeting of Shareholders. | resolution of the General Meeting of Shareholders. | ||
2. The resolution to appoint a statutory auditor shall | 2. The resolution to appoint a statutory auditor shall | ||
be adopted by a majority of the voting rights of | be adopted by a majority of the voting rights of | ||
shareholders present at the Meeting where the | shareholders present at the Meeting where the | ||
shareholders holding at least one-thirds (1/3) of the | shareholders holding at least one-thirds (1/3) of the | ||
voting rights of all shareholders are present. | voting rights of all shareholders are present. | ||
3. To prepare for a contingency in which the | |||
Company does not have the number of Audit & | |||
Supervisory Board Members required by laws and | |||
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Current Articles of Incorporation | Proposed amendment | ||
regulations, in accordance with Article 329, | |||
Paragraph 3, of the Companies Act, the Company | |||
may appoint a Substitute Audit & Supervisory Board | |||
Member at a General Meeting of Shareholders of the | |||
Company. | |||
4. The effective term of the resolution for election of | |||
a Substitute Audit & Supervisory Board Member | |||
under the previous paragraph shall expire at the | |||
beginning of an Ordinary General Meeting of | |||
Shareholders pertaining to the last fiscal year ending | |||
within four(4) years from the resolution. | |||
(Term of Office) | (Term of Office) | ||
ARTICLE 33 The term of office of an Audit & | ARTICLE 33 The term of office of an Audit & | ||
Supervisory Board Member shall expire at the close | Supervisory Board Member shall expire at the close | ||
of the ordinary General Meeting of Shareholders held | of the ordinary General Meeting of Shareholders held | ||
with respect to the last business year that ends within | with respect to the last business year that ends within | ||
four (4) years after his or her appointment. | four (4) years after his or her appointment. | ||
2. The term of office of an Audit & Supervisory | 2. The term of office of an Audit & Supervisory | ||
Board Member elected to fill a vacancyof an Audit | Board Member elected at a General Meeting of | ||
& Supervisory Board Member shall expire at the | Shareholders to fill the vacancyof an Audit & | ||
expiry of the term of office of the resigned Audit & | Supervisory Board Member who resigned before the | ||
Supervisory Board Member expires. | expiration of his or her term of officeshall expire at | ||
the expiry of the term of office of the resigned Audit | |||
& Supervisory Board Member expires. | |||
However, in the event that the Substitute Audit & | |||
Supervisory Board Member appointed pursuant to | |||
Paragraph 3 of the preceding Article is then appointed | |||
as an Audit & Supervisory Board Member, the term | |||
of office shall not continue past the conclusion of the | |||
Ordinary General Meeting of Shareholders for the | |||
last fiscal year ending within four (4) years of their | |||
appointment as the Substitute Audit & Supervisory | |||
Board Member. | |||
Article 34 - Article 46 | Article 34 - Article 46 | ||
<Newly Added> | (Supplementary Provision) | ||
Article 1 The deletion of Article 15 from the current | |||
Articles of Incorporation and the establishment of | |||
Article 15 of the amended Articles of Incorporation | |||
shall be in effect from the date of enforcement as set | |||
forth in Article 1 of the Supplementary Provisions | |||
(hereinafter referred to as the Effective Date) of the | |||
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Current Articles of Incorporation | Proposed amendment |
Act Partially Amending the Companies Act (Act No. | |
70 of the Order). | |
2. Notwithstanding the provisions of the preceding | |
Paragraph, Article 15 of the current Articles of | |
Incorporation shall remain in force for General | |
Meeting of Shareholders held within six (6) months | |
of the Effective Date. | |
(Disclosure via internet of reference materials, etc. | |
for General Meeting of Shareholders and Deemed | |
Provision) | |
Article 15 The Company may deem that, at the | |
convocation of General Meeting of Shareholders, the | |
information on the matters that should be described | |
or indicated in the reference materials for General | |
Meeting of Shareholders, business report and | |
financial statements (including the accounting | |
auditor's report or audit report pertaining to the said | |
consolidated financial statements) has been provided | |
for the shareholders by disclosing such information | |
via Internet as provided in the order of the Ministry | |
of Justice. | |
3. This Article shall be automatically deleted once six | |
(6) months have passed from the Effective Date, | |
or once three (3) months have passed from the date of | |
the General Meeting of Shareholders set forth in the | |
preceding Paragraph, whichever is later. |
3. Schedule | |
General Meeting of Shareholders to approve | March 29, 2022 (date subject to change) |
amendment of the Articles of Incorporation | |
Amendment takes effect | March 29, 2022 (date subject to change) |
Inquiries: | |
PR/IR group | |
TEL: 81-3-6550-9307 | ends |
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Japan Investment Adviser Co. Ltd. published this content on 22 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2022 06:30:05 UTC.