May 30, 2022
Yoshikazu Fujikawa
President and Representative Director, CEO
Solasto Corporation
(Securities Code: 6197 TSE PRIME)
Notice concerning the Election of Candidates for
Directors and Substitute Corporate Auditor
Solasto Corporation (TSE: 6197, "the Company") announced that in a written resolution of the Board of Directors' resolved today to submit the following proposals for the election of candidates for Directors and substitute Corporate Auditor to the 54th Ordinary General Meeting of Shareholders scheduled to be held on 27 June 2022 ("the General Meeting.") This resolution was made in response to the recommendation of the Nomination, Evaluation and Compensation Committee, an advisory committee of the Board.
In order to further improve the Company's corporate governance, the proposal is to increase the number of independent Outside Directors by one (female). As a result, the ratio of independent Outside Directors will be more than one third of the Board, meeting the requirement of the Corporate Governance Code for companies listed on the TSE Prime.
1.Candidates for Directors
Name | Current Position | |
Yoshikazu Fujikawa | Reelection | President and Representative Director |
Masateru Kawanishi | Reelection | Director |
Masumi Tamai | Reelection | Director |
Shigeru Fukushima | Reelection | Director |
Yukio Kubota | Reelection | Outside Director |
Kenji Chishiki | Reelection | Outside Director |
Toru Noda | Reelection | Outside Director |
Miki Mitsunari | New Election | ― |
Kanitsu Uchida | Reelection | Outside Director |
Note: 1. The selection of the executive directors and representative director will be formalized at a meeting of the Board of Directors following this General Meeting of Shareholders.
2. Yukio Kubota, Kenji Chishiki, Toru Noda, Miki Mitsunari and Kanitsu Uchida are candidates for Outside Directors.
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document, the Japanese original shall prevail.
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3. The Company has set its own requirements for Independence of Outside Officers using provisions outlined by the Tokyo Stock Exchange as a reference. Kenji Chishiki and Toru Noda are deemed to be independent in terms of the Company's independence requirements for Outside Officers, and have been designated as independent officers and notified as independent officers to the Tokyo Stock Exchange. If their reappointment is approved at the General Meeting, they will continue to be independent officers.
In light of the said requirements, the Company has determined that Miki Mitsunari has independence and intends to designate her as an independent officer if her appointment is approved at the General Meeting.
2.Candidates for Substitute Corporate Auditor
Name | Current Position |
Kanae Fukushima | Substitute Corporate Auditor |
Note: Kanae Fukushima is a candidate for substitute external auditor.
3.Career summary of the candidate for the new Director
Miki Mitsunari | (Date of birth: Feb. 29, 1972) | Number of the Company's | ||||||
shares owned: 0 shares | ||||||||
Apr. 1994 | Joined TOKYU LAND CORPORATION | |||||||
Feb. 2001 | Joined Fuji | Sogo Research Institute (currently: Mizuho Research & | ||||||
Technologies, Ltd.) | ||||||||
Sep. 2011 | Established FINEV inc. and became the President (incumbent) | |||||||
Mar. 2020 | Outside Director of Funai Soken Holdings Inc. (incumbent) | |||||||
Jun. 2020 | Director of Japan Accreditation Board (incumbent) | |||||||
Jun. 2020 | Outside Director of YAMADA HOLDINGS CO., LTD. (incumbent) | |||||||
(Reference 1)
Directors and Corporate Auditors after the General Meeting of Shareholders (tentative)
President and Representative Director | Yoshikazu Fujikawa |
Director | Masateru Kawanishi |
Director | Masumi Tamai |
Director | Shigeru Fukushima |
Outside Director | Yukio Kubota |
Outside Director | Kenji Chishiki |
Outside Director | Toru Noda |
Outside Director | Miki Mitsunari |
Outside Director | Kanitsu Uchida |
Full-time Corporate Auditor | Masami Nishino |
Outside Corporate Auditor | Hironori Yokote |
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document, the Japanese original shall prevail.
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Outside Corporate Auditor | Miho Tanaka |
Committee members to be appointed: The Nomination, Evaluation, and Compensation Committee
Chairperson | Yukio Kubota * |
Committee member | Kenji Chishiki * |
Committee member | Toru Noda * |
Committee member | Miki Mitsunari * |
Committee member | Yoshikazu Fujikawa |
Committee members to be appointed: The Corporate Governance Committee
Chairperson | Hironori Yokote * |
committee member | Yukio Kubota * |
committee member | Miho Tanaka * |
committee member | Kenji Chishiki * |
committee member | Toru Noda * |
committee member | Miki Mitsunari * |
committee member | Yoshikazu Fujikawa |
committee member | Masami Nishino |
* Outside Corporate Officer
Investor Relations Office
ir@solasto.co.jp
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document, the Japanese original shall prevail.
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(Reference 2) Structure of the Board of Directors and the Board of Corporate Auditors after the 54th Ordinary General Meeting of Shareholders
●possesses
Gender | Expertise and Experience | ||||||||||||||||||||||||||||||||||
Name / Position | Male:M | Business | Financial | Human | |||||||||||||||||||||||||||||||
Corporate | Industry | Organizational | Resources/Human | Legal/Compliance/ | ESG/ | ||||||||||||||||||||||||||||||
Global | Development/ | DX/ICT | Accounting/ | ||||||||||||||||||||||||||||||||
Female:F | Management | Experience | Management | Resource | Risk Management | Sustainability | |||||||||||||||||||||||||||||
Innovation | M&A | ||||||||||||||||||||||||||||||||||
Development | |||||||||||||||||||||||||||||||||||
President and | ● | ● | ● | ● | |||||||||||||||||||||||||||||||
Representative Director | M | ||||||||||||||||||||||||||||||||||
Yoshikazu Fujikawa | |||||||||||||||||||||||||||||||||||
Director | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Masateru Kawanishi | |||||||||||||||||||||||||||||||||||
Director | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Masumi Tamai | |||||||||||||||||||||||||||||||||||
Director | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Shigeru Fukushima | |||||||||||||||||||||||||||||||||||
Outside Director | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Yukio Kubota | |||||||||||||||||||||||||||||||||||
Outside Director | |||||||||||||||||||||||||||||||||||
(independent) | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Kenji Chisiki | |||||||||||||||||||||||||||||||||||
Outside Director | |||||||||||||||||||||||||||||||||||
(independent) | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Toru Noda | |||||||||||||||||||||||||||||||||||
Outside Director | |||||||||||||||||||||||||||||||||||
(independent) | F | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Miki Mitsunari | |||||||||||||||||||||||||||||||||||
Outside Director | M | ● | ● | ● | ● | ||||||||||||||||||||||||||||||
Toru Noda | |||||||||||||||||||||||||||||||||||
Full-time Corporate | |||||||||||||||||||||||||||||||||||
Auditor | M | ● | ● | ||||||||||||||||||||||||||||||||
Masami Nishino | |||||||||||||||||||||||||||||||||||
Outside Corporate Auditor | ● | ● | |||||||||||||||||||||||||||||||||
(Independent) | M | ||||||||||||||||||||||||||||||||||
Hironori Yokote | |||||||||||||||||||||||||||||||||||
Outside Corporate Auditor | |||||||||||||||||||||||||||||||||||
(Independent) | F | ● | ● |
Miho Tanaka
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document, the Japanese original shall prevail.
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(Notes) | 1. The above list does not represent all the expertise and experience possessed by directors and auditors | |
2. The reasons for the selection of each item in the skills matrix are as follows. | ||
Corporate Management: | As the business environment surrounding us continues to change, we need the experience and achievements of corporate management in order to make | |
appropriate management decisions and realize sustainable increases in corporate value. | ||
Industry Experience: | In order to continue to provide our services that is a high public nature, such as medical administration, elderly care, and child care, in a stable manner, | |
deep knowledge and experience on industry customs, regulations, and rules are essential. | ||
Organizational Management: | In order for approximately 30,000 employees to demonstrate their high level of expertise and teamwork and continue to provide services on a stable | |
manner, we need a high level of organizational management ability and experience. | ||
Global: | With a large number of business locations and employees in Japan, we consider that the operational models, systems, and organizational structures of | |
global companies often need to be learned as best practices, and they are also useful in terms of diversification of corporate culture and values. | ||
Business Development/Innovation: | In order to lead the solution of social issues through our business, such as contributing to the declining birthrate and aging population and the | |
optimization of social security expenditures, it is necessary to have a deep understanding of business and to have knowledge to realize new ideas and | ||
initiatives that differ from those in the past. | ||
DX/ICT: | In order to continue to support local communities where people live with peace of mind by integrating "people" and "technology," it is necessary to have | |
a deep understanding of technology and knowledge to realize advanced and flexible utilization. | ||
Financial Accounting/M&A: | In order to build a solid financial base and realize growth investments (new businesses, M&A) aimed at sustained improvement of corporate value, it | |
requires solid knowledge and experience in the financial and accounting fields. | ||
Human Resources/Human Resource | Our greatest asset is "people," and in order to promote diversity in which approximately 30,000 employees can thrive in their respective personalities | |
Development: | and working styles while maximizing their capabilities, we need a knowledge to formulate a human resource strategy and accomplish it. | |
Legal/Compliance/Risk Management: | Risk management based on law and compliance is the foundation of our business activities, and we need reliable knowledge and experience in the | |
areas of legal, compliance and risk management in order to realize sustainable growth. | ||
ESG/ Sustainability: | We are responsible for businesses with a high public profile, thus consider "coexistence and co-prosperity with society" to be particularly important, and | |
need knowledge to contribute to the formation of a sustainable society. |
This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document, the Japanese original shall prevail.
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Solasto Corporation published this content on 30 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2022 13:08:10 UTC.