Note: 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.
To our Shareholders: | (Securities Code: 2183) |
June 7, 2023 | |
1-6-1 Miyahara, Yodogawa-ku, Osaka | |
Linical Co., Ltd. | |
Kazuhiro Hatano, President & Chief Executive Officer |
Notice of the 18th Ordinary General Meeting of Shareholders
Dear Sir or Madam, we would like to express our appreciation for your continued support and patronage. Please be notified that the 18th Ordinary General Meeting of Shareholders of Linical Co., Ltd. (the "Company") will be held as described below.
When convening this General Meeting of Shareholders, the Company has taken measures for electronic provision for the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (Matters concerning Electronic Provision Measures), and posted the information on the following websites on the Internet. Please check any one of the following websites.
[The Company website] https://www.linical.co.jp/ir/
(Please access the website listed above and check the "Stock Information" section)
[Website for the materials for the General Meeting of Shareholders] https://d.sokai.jp/2183/teiji/
[Tokyo Stock Exchange website (TSE Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Please access the TSE website listed above, enter "Linical" in "Issue name (company name)" or "2183" in "Code" to search, select "Basic Information" and "Documents for public inspection/PR information" in that order, and then check the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" section under "Documents for public inspection.")
You may exercise your voting rights online or in writing (by mail). We kindly request you to read the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than the end of business at 5:30 p.m. (JST) on Wednesday, June 21, 2023.
- 1 -
Details
- Date and Time: Thursday, June 22, 2023 at 10 a.m. (JST)
- Venue: 1-6-1 Miyahara, Yodogawa-ku, Osaka
Conference Room A, 3rd Floor, Shin-Osaka Brick Building
(Please refer to the attached "Guide Map to the Venue of the General Meeting of Shareholders.")
3. Proposals and Reference Matters
Items to be | 1. The business report, the consolidated financial statements and the results of |
reported: | consolidated financial statement audits by the Accounting Auditor and the Audit |
& Supervisory Board for the 18th business period (April 1, 2022 to March 31, | |
2023) | |
2. The non-consolidated financial statements for the 18th business period (April 1, | |
Items to be | 2022 to March 31, 2023) |
Proposal No. 1 Partial Amendment to the Articles of Incorporation | |
resolved: | Proposal No. 2 Election of Nine (9) Executive Directors (excluding Executive |
Directors who are Audit and Supervisory Committee Members) | |
Proposal No. 3 Election of Three (3) Executive Directors Who Are Audit and | |
Supervisory Committee Members | |
Proposal No. 4 Election of One (1) Substitute Executive Director Who Is an Audit | |
and Supervisory Committee Member | |
Proposal No. 5 Determination of Remuneration Amount for Executive Directors | |
(excluding Executive Directors who are Audit and Supervisory | |
Committee Members) | |
Proposal No. 6 Determination of Remuneration Amount for Executive Directors Who | |
Are Audit and Supervisory Committee Members |
4. Matters Prescribed for Convocation
- When voting rights are exercised in writing (by mail) without indication of approval or disapproval for each proposal on the returned Voting Form, it shall be treated as "approve."
- When voting rights are exercised multiple times via the Internet, the last vote shall be deemed valid.
- When voting rights are exercised both by the Voting Form (by mail) and via the Internet, the Internet vote shall be deemed valid.
- When attending the General Meeting of Shareholders, please present the Voting Rights Exercise Form to the reception of the venue.
- If any revision is made to the Matters Concerning Electronic Provision Measures, a notice to such effect shall be posted on the respective websites along with the matters before and after the revision.
- Shareholders shall receive a document stating the Matters Concerning Electronic Provision Measures; however, the following items
shall be excluded from the documents in accordance with the law and Article 16 of the Company's Articles of Incorporation.
- "Framework to Ensure Proper Operation of Business and Its Operation" in the Business Report
- "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements"
- "Non-ConsolidatedStatement of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements"
Therefore, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements listed in the document are part of the documents audited by the Accounting Auditor and Corporate Auditors in preparing the Accounting Audit Report and Audit Report, respectively.
- 2 -
Reference Documents for the General Meeting of Shareholders
Reference Information Common to Proposals No. 1 through No. 6
Proposals No. 1 through No. 6 listed in the Reference Documents for this General Meeting of Shareholders are related to the transition to a company with an audit and supervisory committee. In submitting these proposals, the Company will explain the reasons for the transition to a company with an audit and supervisory committee and the characteristics of a company with an audit and supervisory committee.
Reasons for the transition to a company with an audit and supervisory committee
The Company regards the strengthening of corporate governance as a top management priority and has been working to improve management transparency and ensure faster decision-making. The Company believes that the transition to a company with an audit and supervisory committee will strengthen the supervisory function of the Board of Directors and further improve the soundness and transparency of management by allowing Outside Executive Directors who are Audit and Supervisory Committee Members to own the voting rights of the Board of Directors. In addition, by separating the functions of business execution from the Board of Directors, and by making faster business decision-making possible, the Company will build a mechanism to make swift and decisive decisions that are necessary in the business environment surrounding the Company.
Company with an audit and supervisory committee
A company with an audit and supervisory committee will create an audit and supervisory committee in place of Audit & Supervisory Board Members as well as the Audit & Supervisory Board that consists of three (3) or more Executive Directors, the majority of whom are Outside Executive Directors. Unlike Audit & Supervisory Board Members, Executive Directors who are Audit and Supervisory Committee Members have voting rights in the Board of Directors as Executive Directors and have the authority to express opinions at the General Meeting of Shareholders on the appointment and dismissal of and remuneration for Executive Directors (excluding Executive Directors who are Audit and Supervisory Committee members). In light of these factors, the supervisory functions of the Audit and Supervisory Committee Members and the Audit and Supervisory Committee are expected to be strengthened.
In addition, in accordance with the provisions of the Articles of Incorporation, a company with an audit and supervisory committee may delegate some decision-making authorities to Executive Directors by resolution of the Board of Directors. The Company believes that this will enable swift business decision-making and further enhancement of the effectiveness of supervision because execution and supervision can be separated.
- 3 -
Proposal No. 1: Partial Amendment to the Articles of Incorporation
1. Reasons for proposal
The Company will make the transition to a company with an audit and supervisory committee to enhance the supervisory function of the Board of Directors and strengthen corporate governance, thereby further improving management transparency and enabling faster decision-making. Accordingly, the Company will make the necessary changes to the Articles of Incorporation of the Company, including the establishment of new provisions concerning the Audit and Supervisory Committee and Audit and Supervisory Committee Members and the deletion of provisions concerning the Audit & Supervisory Board and Audit & Supervisory Board Members.
2. Details of the amendments
Details of the amendment to the Articles of Incorporation are as follows.
This Proposal shall become effective at the conclusion of this General Meeting of Shareholders.
(The parts to be amended are underlined.) | ||||||
Current Articles of Incorporation | Proposed amendments | |||||
Chapter 1 General Provisions | Chapter 1 General Provisions | |||||
Article 1 to Article 2 | (Omitted) | Article 1 to Article 2 | (Unchanged) | |||
(Location of the Head Office) | (Location of the Head Office) | |||||
Article 3 | The Company's headquarters shall be located in | Article 3 | The Company's headquarters shall be located in | |||
Yodogawa Ward, Osaka City, Osaka. | Osaka City, Osaka. | |||||
(Organization) | (Organization) | |||||
Article 4 | In addition to the Shareholders Meeting and | Article 4 | In addition to the Shareholders Meeting and | |||
Directors, the Company shall have the following | Directors, the Company shall have the following | |||||
organizations. | organizations. | |||||
(1) Board of Directors | (1) Board of Directors | |||||
(2) Audit & Supervisory Board Members | (2) Audit and Supervisory Committee | |||||
(3) Audit & Supervisory Board | ||||||
(4)Accounting Auditor | (3)Accounting Auditor | |||||
(Method of Public Notice) | (Method of Public Notice) | |||||
Article 5 | (Omitted) | Article 5 | (Unchanged) | |||
Chapter 2 Stocks | Chapter 2 Stocks | |||||
Article 6 to Article 10 | (Omitted) | Article 6 to Article 10 | (Unchanged) | |||
(Shareholder Registry Administrator) | (Shareholder Registry Administrator) | |||||
Article 11 | The Company shall have a shareholder registry | Article 11 | The Company shall have a shareholder registry | |||
administrator. | administrator. | |||||
2 | The shareholder registry administrator and | 2 | The shareholder registry administrator and | |||
his/her office shall be determined by resolution | his/her office shall be determined by the Board | |||||
of the Board of Directorsand public notice | of Directors or the Executive Director delegated | |||||
thereof shall be given. | by resolution of the Board of Directors,and | |||||
public notice thereof shall be given. | ||||||
3 | The Company shall entrust the preparation and | 3 | The Company shall entrust the preparation and | |||
keeping of the Company's shareholder registry | keeping of the Company's shareholder registry | |||||
and stock warrant registry, and other | and stock warrant registry, and other | |||||
administrative matters related thereto to the | administrative matters related thereto to the | |||||
shareholder registry administrator and shall not | shareholder registry administrator and shall not | |||||
handle them by itself. | handle them by itself. |
- 4 -
Current Articles of Incorporation | Proposed amendments | ||
(Rules for Handling Shares) | (Rules for Handling Shares) | ||
Article 12 | The handling and fees for the Company's shares | Article 12 | The handling and fees for the Company's shares |
shall be governed by laws and regulations, the | shall be governed by laws and regulations, the | ||
Articles of Incorporation, and the Rules for | Articles of Incorporation, and the Rules for | ||
Handling Shares established by the Board of | Handling Shares established by the Board of | ||
Directors. | Directors or the Executive Director delegated | ||
from the resolution of the Board of Directors. | |||
Chapter 3 Shareholders Meeting | Chapter 3 Shareholders Meeting | ||
Article 13 to Article 18 (Omitted) | Article 13 to Article 18 (Unchanged) | ||
Chapter 4 Directors and the Board of Directors | Chapter 4 Directors and the Board of Directors | ||
(Number of Members) | (Number of Members) | ||
Article 19 | The number of directors of the Company shall | Article 19 | The number of Executive Directors of the |
not exceed 13. | Company (excluding Executive Directors who | ||
are Audit and Supervisory Committee Members) | |||
shall not exceed 13. | |||
2 | The number of Executive Directors who are | ||
Audit and Supervisory Committee Members of | |||
the Company (hereinafter referred to as "Audit | |||
and Supervisory Committee Members") shall | |||
not exceed four (4). | |||
(Election Method) | (Election Method) | ||
Article 20 | Directors of the Company shall be elected at the | Article 20 | Executive Directors of the Company shall be |
Shareholders Meeting. | elected separately for Audit and Supervisory | ||
Committee Members and other Executive | |||
Directorsat the General Meeting of | |||
Shareholders. | |||
2 | A resolution to elect directors shall be adopted | 2 | A resolution to elect Executive Directors shall |
by a majority of the voting rights of the | be adopted by a majority of the voting rights of | ||
shareholders at a Meeting where the | the shareholders at a Meeting where the | ||
shareholders holding not less than one-third of | shareholders holding not less than one-third of | ||
the voting rights of the shareholders entitled to | the voting rights of the shareholders entitled to | ||
exercise their voting rights are present. | exercise their voting rights are present. | ||
3 | A resolution to elect directors shall not be by | 3 | A resolution to elect Executive Directors shall |
cumulative voting. | not be by cumulative voting. | ||
(Term of Office) | (Term of Office) | ||
Article 21 | The term of office of directors of the Company | Article 21 | The term of office of Executive Directors of the |
shall expire at the conclusion of the Annual | Company (excluding Audit and Supervisory | ||
Shareholders Meeting for the last business year | Committee Members)shall expire at the | ||
ending within one year after their election. | conclusion of the Ordinary General Meeting of | ||
Shareholders for the last business year ending | |||
within one year after their election. | |||
2 | The term of office of Audit and Supervisory | ||
Committee Members shall expire at the | |||
conclusion of the Ordinary General Meeting of | |||
Shareholders for the last business year ending | |||
within two years after their election. | |||
3 | The term of office of an audit & supervisory | ||
committee member who is elected as a substitute | |||
for an audit & supervisory committee member | |||
who retired before the expiration of his/her term | |||
of office shall continue until the expiration of | |||
the term of office of the retired audit & | |||
supervisory committee member. |
- 5 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Linical Co. Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 10:06:15 UTC.