Shareholders' General Meeting
Reference Material for the 143rd Ordinary Shareholders' General Meeting
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Notice of the Shareholders' General Meeting (1.4MB/89Pages) |
Resolutions Adopted at the 143rd Ordinary Shareholders' General Meeting |
 To Our Shareholders ( Business Report ) |
Notice of the Shareholders' General Meeting
1. Date and Time
10:00 a.m., Friday, June 26, 2009
2. Venue
Shinagawa Intercity Hall, 15-4, Konan 2-Chome, Minato-ku, Tokyo
(We have changed the venue of the Ordinary Shareholders' General Meeting from this year.
Please refer to the “Map of the Ordinary Shareholders' General Meeting Venue” attached at the end of the “Notice of the Shareholders' General Meeting”.)
Resolutions Adopted at the 143rd Ordinary Shareholders' General Meeting
Matters to be Reported
The Company reported the following matters.
- Business Reports, Reports of the Consolidated Financial Statements, and Audit Reports of the Accounting Auditor and the Audit Committee on the Consolidated Financial Statements, for the 143rd term, from April 1, 2008, to March 31, 2009.
- Reports of the Financial Statements for the 143rd term, from April 1, 2008, to March 31, 2009.
Matters to be Resolved
- Proposal 1: Partial Amendments to the Articles of Incorporation
- It was approved as proposed.
- Proposal 2: Election of Twelve Directors
- The twelve directors, namely Messrs. Yozo Izuhara, Katsuji Fujimoto, Tomoaki Abe, Stuart Chambers, Mike Powell, Mark Lyons, Keiji Yoshikawa, Mike Fallon, Kozo Okumura, Isao Uchigasaki, George Olcott and Sumitaka Fujita have been elected and assumed their respective positions.
Messrs. Kozo Okumura, Isao Uchigasaki, George Olcott and Sumitaka Fujita are external directors stipulated in Article 2 Clause 15 of the Companies Act.
Directors with a special title, Representative Executive Director, Executive Directors with a special title and members of each Committee have been appointed and Executive Directors and Executive Officers have been elected by resolution at the Board of Directors' Meeting held on June 26, 2009.
We hereby inform you that the following new director structure has been established on June 26, 2009.
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 | Mark Lyons |
| Director | Mike Fallon |
| Director | Keiji Yoshikawa |
| External Director | Kozo Okumura |
| External Director | Isao Uchigasaki |
| External Director | George Olcott |
| External Director | Sumitaka Fujita |
2. Executive Directors (5)
| Representative Executive Director, President & CEO |
Stuart Chambers |
| Executive Director & GFD | Mike Powell |
| Executive Director | Mark Lyons |
| Executive Director | Mike Fallon |
| Executive Director | Keiji Yoshikawa |
(*) Above all Executive Directors concurrently hold the position of Directors.
3. Members of Committees
(1) Nomination Committee (7 members)
| Chairman of the Nomination Committee | Yozo Izuhara |
| Members of the Nomination Committee | Tomoaki Abe, Kozo Okumura, Isao Uchigasaki, George Olcott, Sumitaka Fujita and Stuart Chambers |
(2) Audit Committee (7 members)
| Chairman of the Audit Committee | Tomoaki Abe |
| Members of the Audit Committee | Yozo Izuhara, Katsuji Fujimoto, Kozo Okumura, Isao Uchigasaki, George Olcott and Sumitaka Fujita |
(3) Compensation Committee (7 members)
| Chairman of the Compensation Committee | George Olcott |
| Members of the Compensation Committee | Katsuji Fujimoto, Tomoaki Abe, Kozo Okumura, Isao Uchigasaki, Sumitaka Fujita and Stuart Chambers |
4. Executive Officers (20)
| Senior Executive Officer | Takeshi Horiguchi |
| Senior Executive Officer | Tim Izzett |
| Senior Executive Officer | Toshikazu Kondo |
| Senior Executive Officer | Paul McKeon |
| Senior Executive Officer | Clemens Miller |
| Senior Executive Officer | Stephen Pownall |
| Senior Executive Officer | Tom Rae |
| Senior Executive Officer | Naotaka Todoroki |
| Executive Officer | Kazumitsu Fujii |
| Executive Officer | Koichi Hiyoshi |
| Executive Officer | Minoru Imanishi |
| Executive Officer | Akira Matsumoto |
| Executive Officer | Kenichi Morooka |
| Executive Officer | Tsunefumi Nakagawa |
| Executive Officer | Toshiyuki Nakazawa |
| Executive Officer | Paul Ravenscroft |
| Executive Officer | Paul Ruddlesdin |
| Executive Officer | Tony Shaw |
| Executive Officer | Iain Smith |
| Executive Officer | Milena Stanisci |
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