47th Ordinary General Shareholders' Meeting
Reasons for Proposals to elect Directors and Audit & Supervisory Board Members
This material summarizes the reasons for the Leopalace21's proposals and other related information.
Leopalace21 Corporation
1. Introduction | P.1 |
2. Proposal No.1 Election of Directors | P.2 - P.3 |
3. Proposal No.2 and No.3 Election of Audit & Supervisory Members and a Substitute | |
Audit & Supervisory Board Member | P.4 |
4. Business plan and structural reforms | P.5 - P.10 |
5. New policy for repair works and recurrence preventive measures | P.11 - P.14 |
6. Summary | P.15 |
1. Introduction
We recorded large deficits for 47th fiscal year ended March 2020 as a second consecutive year due mainly to the measures taken to respond to the construction defects and the resultant depressed occupancy rates.
The Board of Directors examined the drastic business strategies reconstruction and decided to implement structural reforms centered on transferring or withdrawing from non-core unprofitable businesses and offering a voluntary retirement program.
We will concentrate on for the year to come implementing the structural reforms and enhance profitability of the core Leasing Business to recover the business performance and restore the trust by shareholders and other stakeholders.
We will submit following three proposals for approval at the 47th Ordinary General Shareholders' Meeting.
Proposal No.1 | Election of Nine (9) Directors |
Proposal No.2 | Election of Two (2) Audit & Supervisory Board Members |
Proposal No.3 | Election of One (1) Substitute Audit & Supervisory Board Member |
2-1.Proposal No.1 Candidates for Directors
We propose to elect following nine (9) candidates for Directors because we believe they are best suited to restore trust by shareholders and other stakeholders through implementing structural reforms and recovering business performance.
Candidates for Executive Directors
Chief of Business Operation Headquarters
Bunya Miyao | ||
President and CEO | Chief of Emergency Headquarters for | Chief of Compliance Promotion |
Construction Defects | Headquarters |
To be re-elected
Shigeru Ashida
To be re-elected
Mayumi Hayashima
To be re-elected
Candidates for Outside Directors
2-2.Board member candidates and skill set matrix when approved
The Board of Directors aims to strengthen the corporate governance structure and promptly address the management issues.
Board of Directors, Skill set matrix
Critical skill especially for the 48th fiscal year
Attribute | Expertise, Experience and Knowledge | ||||||||||||||
Name | Executive Position | Independency | Nomination and Compensation Committee | Age | Gender | Corporate manage-ment | Corporate rehabilitation, business restruc-turing | Sales and Market-ing | Quality manage-ment | Legal | Account-ing and tax affairs | Finance | IR | Global | Audit |
1 | Bunya Miyao | President and CEO Chairman of the Board of Directors | Member | 60 | Male | 〇 | 〇 | 〇 | |||||||
2 | Shigeru Ashida | Director Managing Executive Officer | 56 | Male | 〇 | 〇 | 〇 | ||||||||
3 | Mayumi Hayashima | Director Executive Officer | 47 | Female | 〇 | 〇 | 〇 | ||||||||
4 | Tadashi Kodama | Director | Lead independent Outside | Chairman | 72 | Male | 〇 | 〇 | 〇 | ||||||
5 | Tetsuji Taya | Director | Independent Outside | Member | 56 | Male | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||
6 | Hisafumi Koga | Director | Outside | Member | 72 | Male | 〇 | 〇 | |||||||
7 | Tadayasu Fujita | Director | Independent Outside | Member | 74 | Male | 〇 | 〇 | 〇 | 〇 | 〇 | ||||
8 | Yutaka Nakamura | Director | Independent Outside | Member | 61 | Male | 〇 | ||||||||
9 | Akira Watanabe (to be newly elected) | Director | Independent Outside | Member | 73 | Male | 〇 | 〇 | 〇 | 〇 |
Considering business circumstances, we propose to reduce the membership from 12 to 9 after reviewing the required skill set for the BOD.
3. Proposal No.2 & No.3 Audit & Supervisory Board Member candidates and a substitute Member candidate
Audit & Supervisory Board Members monitor the implementation of structural reforms and recovery of business performance by the Directors to verify and ensure adequacy.
Yoshitaka Murakami
Expertise in taxation matters; Experience as an Audit & Supervisory Board member with a financial institutions (Ex-Deputy Commissioner, Ministry of Finance)
(Ex-Director, East Nippon Expressway Company Limited, Ex-Member of Audit & Supervisory Board, Credit Saison)
Proposal No.2 Election of Two (2) Audit & Supervisory Board Members
Kenichiro Samejima
Experience in Leasing Business (acquainted with the core business)
To be newly elected
[Reference: in office]
Jiro Yoshino
Experience as an Audit & Supervisory Board Member with an insurance company
(Ex-Member of Audit & Supervisory Board, MS&AD Insurance Group Holding, Inc.)
Independent
Outside
To be newly elected
[Reference: in office]
Takao Yuhara
Experience as an Audit & Supervisory Board Member;
Experience as CFO at an electronics company
(Audit & Supervisory Board Member, KAMEDA SEIKA CO.,LTD.(current)) (Ex-Director, Sony Corporation and Zensho Co., Ltd., etc.)
OutsideIndependent
Candidate for substitute Audit & Supervisory Board Member
• It is intended to prepare for a contingency in which the Company does not have the prescribed number of members.
• It is in line with strengthening the corporate governance.
Proposal No.3: Election of One (1) Substitute Audit & Supervisory Board Member
Attachments
- Original document
- Permalink
Disclaimer
Leopalace21 Corporation published this content on 26 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2020 06:08:04 UTC