Shareholders' General Meeting
Reference Material for the 142nd Annual Shareholders' General Meeting
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Notice of the Shareholders' General Meeting (56KB/14Pages) |
Resolutions Adopted at the 142nd Annual Shareholders' General Meeting |
 To Our Shareholders ( Business Report ) |
Notice of the Shareholders' General Meeting
1. Date and Time
10:00 a.m., Friday, June 27, 2008
2. Venue
Hotel InterContinental Tokyo Bay, 4th Floor Le Grand
16-2, Kaigan 1-Chome, Minato-ku, Tokyo, Japan
Resolutions Adopted at the 142nd Annual Shareholders' General Meeting
Matters Reported
The Company reported the following matters.
- Business Reports, Reports of the Consolidated Financial Statements, and Audit Reports of the Accounting Auditor and Board of Auditors on the Consolidated Financial Statements, for the 142nd term, from April 1, 2007, to March 31, 2008.
- Reports of the Financial Statements for the 142nd term, from April 1, 2007, to March 31, 2008.
Matters Resolved
- Proposal 1: Appropriation of Retained Earnings
- It was approved as proposed.
- Proposal 2: Partial Amendment to the Articles of Incorporation
- It was approved as proposed.
- Proposal 3: Election of Twelve Directors
- It was approved as proposed. The twelve directors, namely Messrs. Yozo Izuhara, Katsuji Fujimoto, Tomoaki Abe, Stuart Chambers, Mike Powell, Pat Zito, Mark Lyons, Keiji Yoshikawa, Noritaka Kurauchi, Kozo Okumura, Isao Uchigasaki and George Olcott, have been elected and assumed their respective positions.
- Messrs. Noritaka Kurauchi, Kozo Okumura, Isao Uchigasaki and George Olcott are external directors stipulated in Article 2 Clause 15 of the Corporate Law.
Following the approval of Proposal 2 “Partial Amendment to the Articles of Incorporation,” the Company has converted itself into a company with committees from the previous structure of a company with corporate auditors. Further, Executive Directors, members of each Committee, et al. have been elected by resolution at the Board of Directors’ Meeting held today.
We hereby inform you that the following new director structure has been established on June 27, 2008.
1. Directors (12)
| Chairman of the Board | Yozo Izuhara |
| Chairman of NSG Group | Katsuji Fujimoto |
| Deputy Chairman | Tomoaki Abe |
| Director | Stuart Chambers |
| Director | Mike Powell |
| Director | Pat Zito |
| Director | Mark Lyons |
| Director | Keiji Yoshikawa |
| External Director | Noritaka Kurauchi |
| External Director | Kozo Okumura |
| External Director | Isao Uchigasaki |
| External Director | George Olcott |
2. Executive Directors (5)
| Executive Director, President & CEO | Stuart Chambers |
| Executive Director & GFD | Mike Powell |
| Executive Director | Pat Zito |
| Executive Director | Mark Lyons |
| Executive Director | Keiji Yoshikawa |
3. Members of Committees
(1) Nomination Committee (7 members)
| Chairman of the Nomination Committee | Yozo Izuhara |
| Members of the Nomination Committee | Tomoaki Abe, Stuart Chambers, Noritaka Kurauchi, Kozo Okumura, Isao Uchigasaki, and George Olcott |
(2) Audit Committee (7 members)
| Chairman of the Audit Committee | Tomoaki Abe |
| Members of the Audit Committee | Yozo Izuhara, Katsuji Fujimoto, Noritaka Kurauchi, Kozo Okumura, Isao Uchigasaki, and George Olcott |
(3) Compensation Committee (7 members)
| Chairman of the Compensation Committee | Noritaka Kurauchi |
| Members of the Compensation Committee | Katsuji Fujimoto, Tomoaki Abe, Stuart Chambers, Kozo Okumura, Isao Uchigasaki, and George Olcott |
4. Executive Officers (23)
| Senior Executive Officer | Tim Izzett |
| Senior Executive Officer | Kazuyuki Izumi |
| Senior Executive Officer | Toshikazu Kondo |
| Senior Executive Officer | Vito Sassanelli |
| Senior Executive Officer | Naotaka Todoroki |
| Senior Executive Officer | Stephen Pownall |
| Senior Executive Officer | Takeshi Horiguchi |
| Senior Executive Officer | Paul McKeon |
| Senior Executive Officer | Clemens Miller |
| Senior Executive Officer | Tom Rae |
| Executive Officer | Minoru Imanishi |
| Executive Officer | Tony Shaw |
| Executive Officer | Iain Smith |
| Executive Officer | Tsunefumi Nakagawa |
| Executive Officer | Toshiyuki Nakazawa |
| Executive Officer | Koichi Hiyoshi |
| Executive Officer | Mike Fallon |
| Executive Officer | Kazumitsu Fujii |
| Executive Officer | Akira Matsumoto |
| Executive Officer | Kenichi Morooka |
| Executive Officer | Paul Ruddlesdin |
| Executive Officer | Vittore De Leonibus |
| Executive Officer | Paul Ravenscroft |
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