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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 7607)
October 27, 2021
To Shareholders with Voting Rights:
Tetsuo Nemoto
President
SHINWA Co., Ltd.
2-9-3, Naeshiro, Moriyama, Nagoya,
Aichi 463-0046 Japan
NOTICE OF
THE 71st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 71st Annual General Meeting of Shareholders of SHINWA Co., Ltd. (the "Company") will be held for the purposes as described below.
Given the current situation with novel coronavirus disease (COVID-19), in order to protect shareholders' safety and prevent infections, we request that shareholders exercise their voting rights in writing or via the internet in advance, whenever possible.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than the end of the business day (6:00 p.m.), Wednesday, November 17, 2021, Japan time.
1. Date and Time: Thursday, November 18, 2021 at 10:00 a.m. Japan time
2. Place: | Conference room on the eighth floor of the Head Office, located at |
2-9-3, Naeshiro, Moriyama, Nagoya, Aichi 463-0046 Japan |
3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company's
71st Fiscal Year (September 1, 2020 - August 31, 2021) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
- Non-consolidatedFinancial Statements for the Company's 71st Fiscal Year (September 1, 2020 - August 31, 2021)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven Directors (excluding Directors who are Audit and Supervisory Committee Members)
Proposal 3: Payment of Bonuses to Officers
4. Other matters relating to the convocation of the General Meeting of Shareholders
Please note that any voting right exercised without an indication of for or against a proposal on the Voting Rights Exercise Form shall be treated as an intent of approval.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company considers the return of profits to shareholders as one of its most important management priorities and makes it a basic policy to strive for constant and stable return of profits while taking into account the progress of its business performance. In concrete terms, the Company strives to increase profit distribution through sustained increase in business performance, with a target dividend payout ratio of 30%.
Based on this basic policy, the Company proposes the following year-end dividend for the fiscal year under review. Together with the interim dividend of ¥35 per share, the annual dividend will be ¥72 per share.
We intend to use internal reserves to bolster our corporate strength and develop business going forward, while making efforts to ensure shareholder returns into the future.
1. Matters concerning year-end dividend
- Type of dividend assets Cash
- Matters concerning allocation of dividend assets and the total amount thereof
Dividend per common share of the Company: ¥37.00 | Total: ¥493,957,955 |
- Effective date of dividends of surplus November 19, 2021
2. Matters concerning appropriation of other surplus
- Item and amount of surplus to be increased
General reserve: | ¥500,000,000 |
(2) Item and amount of surplus to be decreased | |
Retained earnings brought forward: | ¥500,000,000 |
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Proposal 2: Election of Seven Directors (excluding Directors who are Audit and Supervisory Committee Members)
At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all of the six Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire. Accordingly, the Company proposes the election of seven Directors (excluding Directors who are Audit and Supervisory Committee Members), including one new candidate, based on reports from the Nomination and Remuneration Advisory Committee.
This proposal was deliberated by the Audit and Supervisory Committee and no particular objections were expressed. The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are as follows:
No. | Name | Current positions and responsibilities at the Company | |
1 | Tetsuo Nemoto | President; President & CEO; All company integration | [Reappointment] |
2 | Yoshiro Takitani | Director; Senior Managing Executive Officer; | [Reappointment] |
General Manager, Overseas Business Division | |||
Director; Managing Executive Officer; | |||
3 | Shuji Ishikawa | General Manager, Marketing Division | [Reappointment] |
General Manager, Mid-Japan District Head Office | |||
Director; Senior Executive Officer; | |||
4 | Hiroki Hamada | General Manager, Nagoya Sales Department III | [Reappointment] |
Supervisor, Strategies Sales Promotion Department | |||
Director; Senior Executive Officer; | |||
5 | Kiyoshi Kato | General Manager, Management Division | [Reappointment] |
General Manager, General Affairs Department | |||
Director; Senior Executive Officer; | |||
6 | Morihiko Okura | General Manager, Manufacturing Division | [Reappointment] |
General Manager, Manufacturing Department | |||
[New appointment] | |||
7 | Junichi Kagawa | - | [Outside] |
[Independent] | |||
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No. | Name | Number of | ||
Past experience, positions and responsibilities | shares of the | |||
(Date of birth) | ||||
Company held | ||||
Tetsuo Nemoto | November 1997 Director of the Company | |||
(September 14, 1951) | November 2001 | Managing Director | ||
[Reappointment] | November 2003 Senior Managing Director | |||
November 2013 | President | 427,070 | ||
[Attendance at the | November 2020 | President | ||
President & CEO (to present) | ||||
Board of Directors | ||||
1 | meetings] | |||
14 out of 15 meetings | ||||
[Reason for nomination | as candidate for Director] | |||
As President of the Company, Mr. Tetsuo Nemoto is responsible for the management of the Group as a whole. He has | ||||
abundant knowledge and experience in the marketing, manufacturing and management divisions, and is also well-versed in | ||||
operations in general. He has also demonstrated strong leadership based on his extensive experience and appropriately | ||||
fulfilled his role to make important decisions and supervise execution of duties of Directors. Therefore, the Company has | ||||
judged that he is qualified as Director of the Company and has once again nominated him as a candidate for Director. | ||||
April 2000 | Director of SHINWA INTEC Co., Ltd. (secondment) | |||
November 2011 Director of the Company | ||||
Yoshiro Takitani | November 2016 | Managing Director | ||
November 2018 Senior Managing Director | ||||
(December 2, 1963) | November 2020 Director, Senior Managing Executive Officer (to present) | |||
[Reappointment] | [Significant concurrent positions] | |||
Chairman of SHINWA U.S.A. CORPORATION | 26,069 | |||
[Attendance at the | President of SHINWA INTEC Co., Ltd. | |||
President of SHINWA (INDIA) ENGINEERING & TRADING PRIVATE | ||||
2 | Board of Directors | LIMITED | ||
meetings] | Chairman of SHINWA REPRESENTAÇÃO COMERCIAL DO BRASIL LTDA. | |||
15 out of 15 meetings | Representative Director of PT. SANTAKU SHINWA INDONESIA | |||
President of SHINWA INTEC MALAYSIA SDN. BHD. | ||||
President of SHINWA ENGINEERING S.A. de C.V. | ||||
Chairman of SHINWATEC LIMITED | ||||
[Reason for nomination | as candidate for Director] | |||
Mr. Yoshiro Takitani has been responsible for the management of the overseas subsidiaries for many years before his return | ||||
to Japan. After his return, he has overseen the Overseas Business Division as Director and has been significantly | ||||
contributing to the improvement of the overseas division's business performance of the Company. Therefore, the Company | ||||
has judged that he is qualified as Director of the Company and has once again nominated him as a candidate for Director. | ||||
Shuji Ishikawa | April 2008 | General Manager, Nagoya Sales Department III of the Company | ||
(July 10, 1969) | April 2012 | General Manager, Nagoya Sales Department II | ||
November 2015 | Executive Officer | |||
[Reappointment] | General Manager, Nagoya Sales Department II | |||
November 2016 | Director | 24,871 | ||
[Attendance at the | November 2018 | Managing Director | ||
3 | Board of Directors | November 2020 Director, Managing Executive Officer (to present) | ||
meetings] | [Significant concurrent positions] | |||
15 out of 15 meetings | Executive Director of SHINWA (SHANGHAI) Co., Ltd. | |||
[Reason for nomination | as candidate for Director] | |||
Mr. Shuji Ishikawa has been responsible for sales to the Company's major clients for many years. He currently oversees the | ||||
Marketing Division as Director. He has been significantly contributing to the improvement of the domestic sales division's | ||||
business performance as a whole, based on his experience in sales to date. Therefore, the Company has judged that he is | ||||
qualified as Director of the Company and has once again nominated him as a candidate for Director. |
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No. | Name | Number of | |||
Past experience, positions and responsibilities | shares of the | ||||
(Date of birth) | |||||
Company held | |||||
Hiroki Hamada | April 2007 | General Manager, Nagoya Sales Department I of the Company | |||
April 2010 | Executive Vice President and COO of SHINWA U.S.A. | ||||
(June 1, 1968) | |||||
CORPORATION (secondment) | |||||
[Reappointment] | December 2012 | General Manager, Nagoya Sales Department III of the Company | |||
November 2015 | Executive Officer | 25,599 | |||
[Attendance at the | General Manager, Nagoya Sales Department III | ||||
November 2017 | Managing Executive Officer | ||||
Board of Directors | |||||
General Manager, Nagoya Sales Department III | |||||
4 | meetings] | ||||
November 2019 | Director | ||||
15 out of 15 meetings | |||||
November 2020 | Director, Senior Executive Officer (to present) | ||||
[Reason for nomination | as candidate for Director] | ||||
Mr. Hiroki Hamada has been responsible for sales to the Company's major clients for many years. He currently oversees | |||||
the Nagoya Sales Department III and the Strategies Sales Promotion Department as Director. He also has a wide range of | |||||
experience in sales as a person responsible for the overseas subsidiaries, including overseas work assignments, and has | |||||
been significantly contributing to the improvement of the Company's business performance. Therefore, the Company has | |||||
judged that he is qualified as Director of the Company and has once again nominated him as a candidate for Director. | |||||
Kiyoshi Kato | April 2007 | Assistant Manager, Nagoya Sales Department III of the | |||
Company | |||||
(September 26, 1964) | December 2008 | Assistant Manager, Accounting Department and Manager, | |||
[Reappointment] | Purchasing Section | ||||
April 2010 | General Manager, Purchasing Department | 9,837 | |||
November 2015 | Executive Officer | ||||
[Attendance at the | General Manager, Purchasing Department | ||||
Board of Directors | November 2016 | Executive Officer | |||
5 | meetings] | General Manager, General Affairs Department | |||
15 out of 15 meetings | November 2019 | Director | |||
November 2020 | Director, Senior Executive Officer (to present) | ||||
[Reason for nomination | as candidate for Director] | ||||
Mr. Kiyoshi Kato served in the sales division of the Company for many years before being transferred to the Management | |||||
Division to serve as General Manager of the Purchasing Department. He currently oversees the General Affairs Department | |||||
as Director. He has experience in both sales and management divisions, and is capable of making balanced judgments. | |||||
Therefore, the Company has judged that he is qualified as Director of the Company and has once again nominated him as a | |||||
candidate for Director. | |||||
April 1985 | Joined TOYOTA MOTOR CORPORATION | ||||
March 1999 | Toyota Motor North America, Inc. (secondment) | ||||
Morihiko Okura | January 2006 | Head, Technical Management Office, Body Production | |||
Engineering Department | |||||
(August 4, 1962) | |||||
April 2015 | General Manager, Process Improvement Department | ||||
[Reappointment] | January 2019 | Executive Officer, | |||
Deputy General Manager, Manufacturing Division, and | 4,170 | ||||
[Attendance at the | General Manager, Manufacturing Department of the Company | ||||
(secondment) | |||||
Board of Directors | |||||
October 2020 | Joined the Company | ||||
meetings] | |||||
6 | Executive Officer, | ||||
11 out of 11 meetings | |||||
Deputy General Manager, Manufacturing Division, and | |||||
General Manager, Manufacturing Department (to present) | |||||
November 2020 | Director, Senior Executive Officer (to present) | ||||
[Reason for nomination | as candidate for Director] | ||||
From TOYOTA MOTOR CORPORATION, Mr. Morihiko Okura was seconded to the Company in January 2019 and | |||||
joined it in October 2020. He currently oversees the Manufacturing Division as Director. With his extensive expertise, | |||||
know-how, and human networks gained through years of experience at TOYOTA MOTOR CORPORATION, he has | |||||
achieved great results not only at the manufacturing division but also at the sales division of the Company. Therefore, the | |||||
Company has judged that he is qualified as Director of the Company and has once again nominated him as a candidate for | |||||
Director. |
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Shinwa Co. Ltd. published this content on 26 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2021 01:07:06 UTC.