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.
(Securities code: 7819) December 7, 2023 (Start date of measures for electronic provision: November 30, 2023)
To Shareholders with Voting Rights:
Masahide Terada
Representative Director and
President
SHOBIDO Corporation
2-15-1 Konan, Minato-ku, Tokyo,
Japan
NOTICE OF
THE 75th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 75th Annual General Meeting of Shareholders (the "Meeting") of SHOBIDO Corporation (the "Company") will be held as described below.
In convening this Meeting, the Company has taken measures for electronic provision. Matters subject to electronic provision are posted on the following website on the internet.
The Company's website: https://www.shobido-corp.co.jp/ir/event/ (in Japanese)
In addition to the above, the matters are also posted on the following website on the internet.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To find the matters provided electronically, please access the above website, enter and search the Company's name "SHOBIDO" or securities code "7819," and select "Basic information" and then "Documents for public inspection/PR information."
If you are not attending the Meeting in person, you can exercise your voting rights via the internet or in writing. Please review the Reference Documents for the General Meeting included in the matters to be provided electronically, and exercise your voting rights by 5:30 p.m. Japan time, Thursday, December 21, 2023.
1. Date and Time: Friday, December 22, 2023 at 10:00 a.m. Japan time (Doors open at 9:00 a.m.)
2. Place: | 10F, Osaka Head Office of SHOBIDO Corporation |
6-4-18Nishi-Tenma,Kita-ku, Osaka City, Osaka |
3. Meeting Agenda:
Matters to be reported:1. The business report and consolidated financial statements for the
Company's 75th fiscal year (October 1, 2022 - September 30, 2023) and results of audits of the consolidated financial statements by the accounting auditor and the Audit and Supervisory Committee
2. Non-consolidated financial statements for the Company's 75th fiscal year (October 1, 2022 - September 30, 2023)
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Proposals to be resolved:
Proposal 1: Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
Proposal 2: Election of Four (4) Directors Serving as Audit and Supervisory Committee Members
4. Matters to be confirmed upon convocation:
- If you are planning on a non-uniform exercise of voting rights, please notify the Company in writing to that effect and the reasons for the choice not later than three days before the day of the Meeting.
- If you do not indicate approval or disapproval for the proposals on the voting rights exercise form, it will be considered that you have indicated your approval.
- No souvenirs are prepared for shareholders attending the Meeting.
- If you are attending the Meeting in person, please submit the enclosed voting rights exercise form at the reception.
- Any revisions to the matters subject to electronic provision will be posted on the websites where the matters are posted.
- The Company presents its in-house proprietary products as shareholder benefits to shareholders who hold 3 share units (300 shares) or more of the Company's shares stated or recorded in the Company's shareholder register as of September 30 every year. Furthermore, to shareholders who hold 3 share units (300 shares) or more of the Company's shares as of September 30 every year and have done so consecutively for three years or more, the Company presents a QUO card worth 1,000 yen in addition to the above as additional benefits for long-term shareholders. The Company plans to send out the benefits on December 8, 2023.
- Shareholders stated or recorded in the shareholder register as of September 30 every year under the same shareholder number four consecutive times or more will be treated as shareholders consecutively holding shares for three years or more.
To prevent the spread of infectious diseases, we appreciate your cooperation in any anti-infection measures taken at the venue of the Meeting for the safety of shareholders.
No souvenirs are prepared for shareholders attending the Meeting. Thank you for your kind understanding in advance.
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Payment of Year-End Dividends for the 75th Fiscal Year
The Company has resolved to pay 12 yen per share as year-end dividends with an effective date (payment start date) of December 8, 2023 at its Board of Directors meeting held on November 17, 2023, as provided for by its Articles of Incorporation.
If you prefer transfer to your bank deposit account, please confirm the enclosed Dividend Statement and Notice on the Destination of Payment Transfer.
If you prefer distribution of dividends proportional to the number of shares you hold, please confirm the enclosed Dividend Statement and Notice on How to Receive Your Dividends.
If you do not prefer either of the above, please bring the enclosed Dividend Receipt to the head office, a branch or sub-branch of JAPAN POST BANK or a post office near you and receive your dividends during the period from Friday, December 8, 2023 to Tuesday, January 9, 2024.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
The terms of office of all six (6) Directors (excluding Directors serving as Audit and Supervisory Committee Members; hereinafter, the same shall apply in this proposal) will expire at the close of this Meeting. Accordingly, the Company proposes the election of six (6) Directors.
The details of candidates for Director are as follows:
No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
Ichiro Terada | April 1971 | Joined CHORI CO., LTD. | ||
November 1974 | Joined the Company, Senior Managing Director | 2,140,600 | ||
(October 14, 1948) | January 1990 | Representative Director and President | ||
December 2013 | Director and Chairman (current) | |||
1 | [Reason for nomination as candidate for Director] | |||
Mr. Ichiro Terada has served in numerous prominent positions at the Company as Representative Director and | ||||
President, and Director and Chairman, and has long administered important operations of the Company's | ||||
management in general. In addition, he has a wealth of experience and insight in the Company's businesses and | ||||
operations, and is deemed to have advanced knowledge on corporate management. Therefore, the Company | ||||
reappoints him as a candidate for Director. | ||||
April 2001 | Joined Mizuho Bank, Ltd. | |||
May 2004 | Joined the Company | |||
November 2004 | Senior Managing Director | |||
June 2005 | President, SHOBIDO (SHANGHAI) CO., LTD. | |||
April 2013 | (current) | |||
Director (Part-time), Melly Sighte Co., Ltd. | ||||
December 2013 | (currently, SHO-BI Labo Co., Ltd.) | |||
Representative Director and President, the | ||||
Masahide Terada | October 2015 | Company (current) | ||
President, SHOBIDO TAIWAN CO., LTD. | 1,405,200 | |||
(November 18, 1977) | May 2018 | Representative Director and President, Melly | ||
Sighte Co., Ltd. (currently, SHO-BI Labo Co., | ||||
April 2019 | Ltd.) (current) | |||
2 | President, One Sight Health Technology | |||
October 2020 | (Shanghai) Co., Ltd. (current) | |||
Representative Director, BEAUTYDOOR | ||||
HOLDINGS CO., LTD. | ||||
June 2022 | Director, BEAUTYDOOR CO., LTD. | |||
Representative Director, BEAUTYDOOR CO., | ||||
LTD. (current) | ||||
[Reason for nomination as candidate for Director] | ||||
Mr. Masahide Terada has served in numerous prominent positions at the Company as Senior Managing | ||||
Director, and Representative Director and President. He has a wealth of experience and insight in corporate | ||||
management and is well versed in the Company's divisions. Furthermore, he has been successful overseas as | ||||
well, as he launched subsidiary SHOBIDO (SHANGHAI) CO., LTD. and expanded business. He excels in the | ||||
ability of executing and supervising operations, and is deemed capable of setting the future direction of the | ||||
Company and demonstrating leadership. Therefore, the Company reappoints him as a candidate for Director. |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
March 1983 | Joined the Company | |||
October 2007 | General Manager, First Department, Second Sales | |||
Division | ||||
October 2009 | Executive Officer, General Manager, Third Sales | |||
Department | ||||
October 2012 | Executive Officer, General Manager, Second Sales | |||
Department | ||||
December 2014 | Director (Part-time), Melly Sighte Co., Ltd. | |||
(currently, SHO-BI Labo Co., Ltd.) | ||||
October 2015 | Executive Officer, General Manager, Product | |||
Planning Department, the Company | ||||
October 2016 | Executive Officer, General Manager, Product | |||
Planning Department and Executive Officer in | ||||
charge of Production Management | ||||
December 2016 | Director, General Manager, Product Planning | |||
Kotaro Yoshida | Department and Officer in charge of Production | 35,900 | ||
(February 25, 1960) | Management | |||
October 2017 | Director, General Manager, Product Planning | |||
Division and Officer in charge of Production | ||||
3 | Management | |||
October 2018 | Director, General Manager, ZACCA Business | |||
Division and Officer in charge of Production | ||||
Management | ||||
October 2020 | Director, General Manager, Business Division, | |||
General Manager, Personal Care Business | ||||
Department, and Officer in charge of Production | ||||
Management | ||||
February 2021 | Director, General Manager, Marketing Division | |||
and Officer in charge of Production Management | ||||
October 2021 | Director, General Manager, Business Promotion | |||
Division, General Manager, Product Planning | ||||
Group, and Officer in charge of Production | ||||
Management (current) |
[Reason for nomination as candidate for Director]
Mr. Kotaro Yoshida has served in numerous prominent positions at the Company as General Manager of Sales Departments and General Manager of Product Planning Division, etc. He is well versed in the field of sales as well as the Company's various divisions, gaining a wealth of experience. He excels in the ability of executing and supervising these operations and is deemed a personnel that will contribute to increasing corporate value in a sustainable manner by demonstrating leadership. Therefore, the Company reappoints him as a candidate for Director.
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
March 1983 | Joined the Company | |||
October 2007 | General Manager, Second Department, Second | |||
Sales Division | ||||
October 2009 | Executive Officer, General Manager, Fourth Sales | |||
Department | ||||
October 2011 | Executive Officer, General Manager, Product | |||
Planning Department and in charge of Overseas | ||||
Business Department | ||||
September 2012 | Director, SHOBIDO (SHANGHAI) CO., LTD. | |||
October 2012 | Executive Officer, General Manager, Overseas | |||
Tadaaki Toyokura | Business Department, the Company | |||
April 2013 | Executive Officer, General Manager, Fourth Sales | 29,800 | ||
(August 26, 1960) | Department | |||
Director (Part-time), Melly Sighte Co., Ltd. | ||||
(currently, SHO-BI Labo Co., Ltd.) | ||||
4 | October 2013 | Executive Officer, General Manager, Fifth Sales | ||
Department, the Company | ||||
October 2015 | Executive Officer, General Manager, Special Sales | |||
Department | ||||
October 2017 | Executive Officer, General Manager, OEM | |||
Business Department | ||||
December 2017 | Director, General Manager, OEM Business | |||
Department | ||||
October 2021 | Director, General Manager, Sales Group (current) |
[Reason for nomination as candidate for Director]
Mr. Tadaaki Toyokura has served in numerous prominent positions at the Company as General Manager of Sales Departments, General Manager of Overseas Business Department, General Manager of Special Sales Department and General Manager of OEM Business Department. He is well versed in the field of sales as well as the Company's various divisions, gaining a wealth of experience. He excels in the ability of executing and supervising these operations and is deemed a personnel that will contribute to increasing corporate value in a sustainable manner by demonstrating leadership. Therefore, the Company reappoints him as a candidate for Director.
March 1985 | Joined the Company | |||
October 2015 | General Manager, Internal Audit Office | |||
Hiroshi Tomoda | October 2016 | General Manager, Business Administration | ||
Department | 20,300 | |||
(February 21, 1963) | October 2017 | Executive Officer, General Manager, Business | ||
Administration Department | ||||
December 2020 | Director, General Manager, Business | |||
5 | Administration Department (current) | |||
[Reason for nomination as candidate for Director] | ||||
Mr. Hiroshi Tomoda has served in numerous prominent positions at the Company as General Manager of | ||||
Internal Audit Office and General Manager of Business Administration Department. He is well versed in the | ||||
field of business administration as well as the Company's various divisions, gaining a wealth of experience. He | ||||
excels in the ability of executing and supervising these operations and is deemed a personnel that will contribute | ||||
to increasing corporate value in a sustainable manner by demonstrating leadership. Therefore, the Company | ||||
reappoints him as a candidate for Director. |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1987 | Joined The Fuji Bank, Limited (currently, Mizuho | |||
Bank, Ltd.) | ||||
April 2010 | General Manager, Corporate Banking | |||
Coordination Division (Large Corporations), | ||||
Mizuho Bank, Ltd. | ||||
April 2011 | Deputy General Manager, Head Office Sales | |||
Department XVIII | ||||
December 2017 Seconded to the Company, Associate General | ||||
Manager, General Affairs and Personnel | ||||
Department | ||||
October 2018 | Joined the Company, General Manager, General | |||
Affairs and Personnel Department | ||||
Masaki Saito | February 2019 | General Manager, General Affairs and Personnel | 11,500 | |
(July 14, 1964) | Department and General Manager, Accounting | |||
Department | ||||
October 2019 | Executive Officer, Deputy General Manager, | |||
6 | Administration Division, General Manager, | |||
General Affairs and Personnel Department and | ||||
General Manager, Accounting Department | ||||
December 2019 Executive Officer, General Manager, | ||||
Administration Division, General Manager, | ||||
General Affairs and Personnel Department and | ||||
General Manager, Accounting Department |
December 2020 Director, General Manager, Administration
Division, General Manager, General Affairs and
Personnel Department and General Manager,
Accounting Department (current)
[Reason for nomination as candidate for Director]
Mr. Masaki Saito has experience at a financial institution, as well as a wealth of experience and insight as a top executive of the Administration Division that he gained through serving in numerous prominent positions at the Company as General Manager of General Affairs and Personnel Department and General Manager of Administration Division. He excels in the ability of executing and supervising these operations and is deemed a personnel that will contribute to increasing corporate value in a sustainable manner by demonstrating leadership. Therefore, the Company reappoints him as a candidate for Director.
Notes: 1. There are no special interests between any of the candidates for Director and the Company.
- Mr. Masahide Terada falls under the Parent Company, etc. stipulated in Article 2, item 4-2 of the Companies Act.
- The Company has entered into a directors and officers liability insurance (D&O insurance) contract that insures each Director (excluding Directors serving as Audit and Supervisory Committee Members). The insurance policy covers damages that may arise when the insured assumes liability for the execution of his or her duties or receives a claim related to the pursuit of such liability. The insurance premiums are fully borne by the Company. The insurance policy does not cover damages caused by intent or gross negligence. The Company plans to renew the insurance policy with the same contents during the term of office of each candidate.
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Proposal 2: Election of Four (4) Directors Serving as Audit and Supervisory Committee Members
The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will expire at the close of this Meeting. Accordingly, the Company proposes the election of four (4) Directors serving as Audit and Supervisory Committee Members.
Consent has been obtained from the Audit and Supervisory Committee regarding the submission of this proposal.
The details of candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
March 1983 | Joined the Company | |||
October 2012 | General Manager, Finance Department | |||
October 2017 | Executive Officer, General Manager, Finance | |||
Yoshihiro Imamura | December 2019 | Department | ||
Director (Audit and Supervisory Committee | 31,100 | |||
(June 11, 1960) | Member) (current) | |||
Corporate Auditor, SHOBIDO (SHANGHAI) CO., | ||||
1 | October 2020 | LTD. (current) | ||
Corporate Auditor, BEAUTYDOOR CO., LTD. | ||||
(current) | ||||
[Reason for nomination as candidate for Director] | ||||
Mr. Yoshihiro Imamura has a wealth of experience as General Manager of Finance Department of the Company | ||||
and insight into the Group's business as a whole. He is deemed to have the experience and ability suitable for a | ||||
Director (Audit and Supervisory Committee Member) of the Company. Therefore, the Company reappoints him | ||||
as a candidate for Director (Audit and Supervisory Committee Member). |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
October 1979 | Joined Nisshin Audit Corporation (currently, Ernst | |||
March 1982 | & Young ShinNihon LLC) | |||
Registered as a certified public accountant of Japan | ||||
August 1998 | Representative Partner of Century Audit | |||
Corporation (currently, Ernst & Young ShinNihon | ||||
July 2004 | LLC) | |||
Representative Director, Japan Management | ||||
June 2005 | Consulting Co., Ltd. (current) | |||
Outside Corporate Auditor, SRG TAKAMIYA | ||||
Yoshihiro Sakatani | February 2006 | Co., Ltd. (currently, Takamiya Co., Ltd.) | ||
Outside Auditor, KITAKEI CO., LTD. (current) | ||||
(March 11, 1957) | ||||
March 2011 | Corporate Auditor, the Company | 6,600 | ||
June 2015 | Outside Director (Audit and Supervisory | |||
[Outside] | Committee Member), Pressance Corporation Co., | |||
2 | November 2015 | Ltd. (current) | ||
Outside Director (Audit and Supervisory | ||||
December 2015 | Committee Member), Watts Co., Ltd. (current) | |||
Director (Audit and Supervisory Committee | ||||
March 2022 | Member), the Company (current) | |||
Director (Outside Audit & Supervisory Committee | ||||
Member), KURIYAMA HOLDINGS | ||||
June 2022 | CORPORATION (current) | |||
Outside Director (Audit and Supervisory | ||||
Committee Member), Takamiya Co., Ltd. (current) | ||||
[Reason for nomination as candidate for Outside Director and expected roles] | ||||
Mr. Yoshihiro Sakatani has a wealth of experience and insight as a certified public accountant. He is fit for the | ||||
role of performing specialized and high quality audits from an objective viewpoint based on his deep expertise | ||||
in finance and accounting. Accordingly, his appointment is deemed to facilitate improved transparency and | ||||
strengthened audit and supervisory functions of the Board of Directors. Therefore, the Company reappoints him | ||||
as a candidate for Outside Director (Audit and Supervisory Committee Member). | ||||
October 1993 | Joined Tohmatsu & Co. (currently, Deloitte | |||
Hideaki Okano | Touche Tohmatsu LLC) | |||
April 1997 | Registered as a certified public accountant of Japan | |||
(May 19, 1969) | ||||
August 1998 | Joined Osaka Gas Co., Ltd. | 9,800 | ||
July 2008 | Opened Okano CPA Office, President (current) | |||
[Outside] | December 2008 | Corporate Auditor, the Company | ||
3 | December 2015 | Director (Audit and Supervisory Committee | ||
Member) (current) | ||||
[Reason for nomination as candidate for Outside Director and expected roles] | ||||
Mr. Hideaki Okano has a wealth of experience and insight as a certified public accountant and a tax accountant. | ||||
He is fit for the role of performing specialized and high quality audits from an objective viewpoint based on his | ||||
deep expertise in finance and accounting. Accordingly, his appointment is deemed to facilitate improved | ||||
transparency and strengthened audit and supervisory functions of the Board of Directors. Therefore, the | ||||
Company reappoints him as a candidate for Outside Director (Audit and Supervisory Committee Member). |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
March 1993 | Completed legal apprenticeship | |||
April 1993 | Admitted to the bar | |||
Joined Kitahama Partners | ||||
January 1998 | Partner, Kitahama Partners (current) | |||
June 2007 | Outside Auditor, O-WELL CORPORATION | |||
December 2009 | Director, the Company | |||
Toru Watanabe | June 2013 | Outside Corporate Auditor, Aoyama Trading Co., | ||
(February 2, 1966) | December 2015 | Ltd. | 9,000 | |
Director (Audit and Supervisory Committee | ||||
[Outside] | Member), the Company (current) | |||
June 2019 | Outside Director, Aoyama Trading Co., Ltd. | |||
4 | (current) | |||
January 2020 | Representative Partner, Kitahama Partners | |||
(current) | ||||
June 2020 | Outside Director, Audit and Supervisory | |||
Committee Member, O-WELL CORPORATION | ||||
(current) | ||||
[Reason for nomination as candidate for Outside Director and expected roles] | ||||
Mr. Toru Watanabe has a wealth of experience and insight as an attorney-at-law specializing in the Companies | ||||
Act and related laws and regulations. He is fit for the role of monitoring management from an objective | ||||
viewpoint independent from the Company taking into account corporate society as a whole including laws and | ||||
regulations, free from the Company's internal situations. Accordingly, his appointment is deemed to facilitate | ||||
improved transparency and strengthened audit and supervisory functions of the Board of Directors. Therefore, | ||||
the Company reappoints him as a candidate for Outside Director (Audit and Supervisory Committee Member). |
Notes: 1. There are no special interests between any of the candidates for Directors serving as Audit and Supervisory Committee Members and the Company.
- Messrs. Yoshihiro Sakatani, Hideaki Okano and Toru Watanabe are candidates for Outside Director. The Company has filed an Independent Directors/Auditors Notification to the effect that each of them is an independent director without any concerns over conflicts of interest with general shareholders, which the Tokyo Stock Exchange requires listed companies to designate. If the candidates' election is approved, they will continue to be designated as independent directors.
- Messrs. Hideaki Okano and Toru Watanabe have not been directly engaged in corporate management other than through serving as Outside Directors, but the Company deems them capable of performing the duties of Outside Directors serving as Audit and Supervisory Committee Members as stated in the respective reason for nomination as candidate for Outside Director.
- The Company has entered into agreements with Messrs. Yoshihiro Imamura, Yoshihiro Sakatani, Hideaki Okano and Toru Watanabe to limit their liability prescribed in Article 423, Paragraph 1 of the Companies Act in accordance with provisions under Article 427, Paragraph 1 of the same Act to the amount provided by laws and regulations. If this proposal is approved as proposed, the Company plans to continue a similar agreement with each of the candidates.
- Mr. Toru Watanabe will have served as an Outside Director and a Director serving as an Audit and Supervisory Committee Member of the Company for fourteen (14) years and eight (8) years, respectively, at the close of the Meeting. Messrs. Yoshihiro Sakatani and Hideaki
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SHOBIDO Corporation published this content on 30 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2023 17:45:33 UTC.