RNS Number:8359L
Toshiba Corporation
04 June 2003
(This Convocation Notice is an English translation of the original Japanese
notice.)
June 4, 2003
CONVOCATION NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FOR THE 164TH
FISCAL PERIOD
Dear shareholder:
Notice is hereby given that the Ordinary General Meeting of Shareholders for the
164th fiscal period will be held as described separately herein. Your
attendance is cordially requested.
If you are unable to attend the meeting, after reviewing the Reference Material
for Exercising Voting Rights, annexed hereto, please express your approval or
disapproval of the proposals on the enclosed voting paper, affix your seal
thereto and return it to us by mail by June 25, 2003.
Yours very truly,
Tadashi Okamura
President and Chief Executive Officer and Director
Toshiba Corporation
1-1, Shibaura 1-chome,
Minato-ku, Tokyo,
Japan
* If you attend the meeting, please hand in the enclosed voting paper
at the reception.
1. Date and Time: Thursday, June 26, 2003, at 10:00 a.m.
2. Place: 39th Floor of Toshiba Corporation Head Office
Toshiba Building,
1-1, Shibaura 1-chome,
Minato-ku, Tokyo,
Japan
3. Agenda of the Meeting:
Subject for Report
Matter concerning the content of Report of operations, balance sheet, and
statement of income and unappropriated retained earnings for the 164th fiscal
period (from April 1, 2002 to March 31, 2003)
First Subject for Discussion
Matter concerning the approval of the appropriation plan for unappropriated
retained earnings for the 164th fiscal period
Second Subject for Discussion
Matter concerning the amendments to the Articles of Incorporation
This subject is described in the Reference Material for Exercising Voting
Rights.
Third Subject for Discussion
Matter concerning the election of sixteen (16) Directors due to the expiration
of all Directors' terms of office
Fourth Subject for Discussion
Matter concerning the granting of retirement allowances to the retiring
Directors and Statutory Auditor and other related subject
(Accounting documents and copies of audit reports, which shall be attached to
the convocation notice, are enclosed hereto as the BUSINESS REPORT for the 164th
fiscal period.)
REFERENCE MATERIAL FOR EXERCISING VOTING RIGHTS
1. Total Number of Voting Rights 3,187,438
2. Reference to Subjects for Discussion
First Subject for Discussion
Matter concerning the approval of the appropriation plan for unappropriated
retained earnings for the 164th fiscal period:
The proposed appropriation plan for unappropriated retained earnings is
mentioned in the attached BUSINESS REPORT for the 164th fiscal period.
With respect to the year-end cash dividend for the fiscal period, considering
the recovery in business results and other factors, Toshiba Corporation proposes
to resume dividends, paying /3 per share. Therefore, the total annual cash
dividend for this period will be /3 per share.
Please be advised that no bonus for the Directors is appropriated in the
proposal.
Second Subject for Discussion
Matter concerning the amendments to the Articles of Incorporation of Toshiba:
The proposal is to make necessary amendments to the relevant provisions because
of the Law to amend a part of Commercial Code (Law No.44, 2002) effective as of
April 1, 2003 and other reasons.
The reasons and contents of the proposed amendments are as follows:
(1) The reasons of the proposed amendments
With respect to Article 2, Article 9 (present Article 7), Article 10
(present Article 8), Article 11 (present Article 9), Article 14 (present Article
12), Article 19, Article 20 (present Article 17), Article 21 (present Article
18), present Article 19, present Article 20, Article 23 (present Article 22),
Article 24, present Chapter 5, Chapter 5, Article 35 (present Article 32), and
Article 36
Under the revised Commercial Code, it is allowed for certain company to transfer
into the "Company with Committees System." Toshiba is to adopt this system to
further enhance corporate governance and to improve operating agility and
flexibility, and therefore proposes the necessary amendments to the relevant
provisions.
It has been resolved by all Statutory Auditors at the Board of Statutory
Auditors, to propose the amendments to the provisions to limit liabilities of
Directors, Outside Directors and Executive Officers ("Shikkoyaku").
Also, the amendment to the Article 23 (present Article 22) Paragraph 2 does not
affect to the validity and the content of the contract which had been already
concluded by Toshiba and Outside Directors under the present paragraph, to limit
the liability of Outside Directors, considering their conducts, provided in
Article 266 Paragraph 1 Item 5 of the Commercial Code;
With respect to Article 8, Article 10 (present Article 8) and Article
11 (present Article 9)
Under the revised Commercial Code, it is allowed for a company to adopt the
system under which holders of Tangen-miman-kabushiki (shares of less than one
unit) can purchase further shares to one unit. Toshiba is to adopt this system
to improve the convenience of shareholders and proposes to add and amend some
provisions. At the same time, a new system to nullify lost share certificates is
added to the revised Commercial Code. Therefore, it is proposed to amend the
relevant provisions;
With respect to Article 13 (present Article 11)
Under the revised Commercial Code, it is allowed for a company to reduce the
quorum necessary for the shareholders' meeting to pass special resolution.
Toshiba is to reduce the quorum, considering the exercising condition of voting
right, at shareholders' meeting of Toshiba. Therefore, it is proposed to add the
necessary provision; and
With respect to Article 9 (present Article 7), Article 10 (present
Article 8), Article 18 (present Article 16), Article 32 (present Article 29),
and Article 33 (present Article 30)
The proposal is to make amendments to other wordings.
(2) The contents of the proposed amendments
The contents of the proposed amendments are as follows:
Present Article Proposed Amendment
(New Article) (Company with Committees System)
Article 2.
The Company shall apply the exceptions provided in
Chapter 2 Section 4 of the Law for Special Exceptions
to the Commercial Code Concerning Audit, etc. of
Kabushiki-Kaisha (hereinafter called "
Shouhou-Tokurei-Hou"), as the Company with Committees
System.
Article 2. Article 3.
Through (Not amended) Through (Not amended)
Article 6 Article 7
(New Article) (Additional Share Purchase System for holders of
Tangen-miman-kabushiki)
Article 8
Pursuant to the provisions of Share Handling
Regulations, the holders of Tangen-miman- kabushiki may
request the Company to sell shares additionally, in
order to make the holder's Tangen-miman-kabushiki into
one unit (Tangen) of shares.
(Record Date and Closing of Register of Shareholders)
(Record Date)
Article 7
Article 9
The Company shall recognize those shareholders
(including substantial share- holders, the same
hereinafter) appearing or recorded on the register of The Company shall recognize those shareholders
shareholders and the register of substantial appearing or recorded on the register of shareholders
shareholders (hereinafter called "the register of (including register of substantial shareholders, the
shareholders and the like") at the close of each same herein- after) at the close of each accounting
accounting period as the shareholders entitled to period as the shareholders entitled to exercise their
exercise their rights at the Ordinary General Meeting rights at the Ordinary General Meeting of Shareholders
of Shareholders for such accounting period. for such accounting period.
In addition to the preceding paragraph and except as In addition to the preceding paragraph and except as
otherwise provided in these Articles of Incorporation, otherwise provided in these Articles of Incorporation,
the Company may, whenever necessary, in accordance the Company may, whenever necessary, upon giving prior
with a resolution of the Board of Directors and upon public notice, recognize those shareholders or pledgees
giving prior public notice, recognize those appearing or recorded on the register of shareholders
shareholders or pledgees appearing or recorded on the at a certain date and time as the shareholders or
register of shareholders and the like at a certain pledgees entitled to exercise their rights.
date and time as the shareholders or pledgees entitled
to exercise their rights.
The Company may, whenever necessary, including the (Deleted)
cases of the preceding paragraphs, by a resolution of
the Board of Directors and upon giving prior public
notice, temporarily suspend alterations of entries and
records in the register of Shareholders.
(Transfer Agent) (Transfer Agent)
Article 8. Article 10.
The Company shall appoint a transfer agent or agents The Company shall appoint a transfer agent or agents
with respect to its shares. with respect to its shares.
The transfer agent and its handling office shall be The public notice shall be given with regard to the
designated by a resolution of the Board of Directors designation of transfer agent and its handling office.
and public notice shall be given with regard thereto.
The register of shareholders and the like of the
Company shall be kept at the handling office of the The register of shareholders and the register of lost
transfer agent. The transfer agent shall handle share certificates of the Company shall be kept at the
business regarding shares, such as registration of handling office of the transfer agent. The transfer
transfers of shares and purchase of agent shall handle business regarding shares, such as
Tangen-miman-kabushiki, and these matters shall not be registration of transfers of shares, purchase of
handled by the Company itself. Tangen-miman-kabushiki and additional share purchase by
holders of Tangen-miman-kabushiki, and these matters
shall not be handled by the Company itself.
(Share Handling Regulations) (Share Handling Regulations)
Article 9. Article 11.
Unless otherwise provided by law or in these Articles Unless otherwise provided by law or in these Articles
of Incorporation, denominations of share certificates, of Incorporation, denominations of share certificates,
registration of transfers of shares, registration of registration of transfers of shares, registration of
pledges, indication of trust assets, non-possession of pledges, indication of trust assets, non-possession of
share certifi-cates, acceptance of reports on share certifi-cates, acceptance of reports on
shareholders, etc., re-issue of share certificates, shareholders, etc., re-issue of share certificates,
purchase of Tangen-miman-kabushiki, handling fees, and purchase of Tangen-miman-kabushiki, and additional
other methods of handling of shares shall be governed share purchase by holders of Tangen-miman- kabushiki,
by the Share Handling Regulations adopted by the Board handling fees, and other methods of handling of shares
of Directors. shall be governed by the Share Handling Regulations.
Article 10. Article 12.
(Omitted) (Not amended)
(Method of Resolution) (Method of Resolution)
Article 11. Article 13.
Unless otherwise provided by law or in these Articles Unless otherwise provided by law or in these Articles
of Incorporation, Resolutions of General Meetings of of Incorporation, Resolutions of General Meetings of
Share-holders shall be adopted by a majority of the Share-holders shall be adopted by a majority of the
votes of Shareholders present. votes of Shareholders present.
(New Paragraph) The special resolution provided in Article 343 of the
Commercial Code shall be adopted by two-thirds (2/3) or
more of the shareholders at which share-holders holding
one-third (1/3) or more of the total number of voting
rights of all share-holders are present.
(Chairmanship) (Chairmanship)
Article 12. Article 14.
The chairman of a General Meeting of Shareholders The chairman of a General Meeting of Shareholders shall
shall be the President and Chief Executive Officer be the President and Chief Executive Officer
("torishimariyaku-shacho" the same hereinafter). ("shikkoyaku-shacho" the same hereinafter).
In cases where the office of the President and Chief In cases where the office of the President and Chief
Executive Officer is vacant or he is unable to act, Executive Officer is vacant or he is unable to act,
another Director selected in accordance with the order person selected in accordance with the order of
of priority previously determined by a resolution of priority previously determined by a resolution of the
the Board of Directors shall act in his place. Board of Directors shall act in his place.
Article 13. Article 15.
Through (Omitted) Through (Not amended)
Article 15. Article 17.
(Term of Office) (Term of Office)
Article 16. Article 18.
The terms of office of Directors shall expire at the The terms of office of Directors shall expire at the
conclusion of the Ordinary General Meeting of conclusion of the Ordinary General Meeting of
Shareholders held with respect to the last closing of Shareholders held with respect to the last closing of
accounts within one (1) year (1nen-nai) after their accounts within one (1) year (1nen-inai) after their
assumption of office. assumption of office.
The term of office of a Director elected to fill a The term of office of a Director, newly elected during
vacancy or to increase the number of Directors shall the term of office of other existing Directors shall
expire at the time when the full terms of office of expire at the time when the full terms of office of the
the other existing Directors shall expire. other existing Directors shall expire.
(New Article) (Chairman of the Board and Director)
Article 19
One (1) Chairman of the Board and Director may be
elected by resolutions of the Board of Directors.
(Notice of Convening Meetings of Board of Directors) (Notice of Convening Meetings of Board of Directors)
Article 17. Article 20.
In convening a meeting of the Board of Directors, In convening a meeting of the Board of Directors,
notice thereof shall be dispatched to each Director notice thereof shall be dispatched to each Director
and Statutory Auditor four (4) days before the date four (4) days before the date set for the meeting.
set for the meeting. Provided, however, that in case Provided, however, that in case of emergency, this
of emergency, this period may be shortened to two (2) period may be shortened to two (2) days.
days.
(Persons to Convene and Preside Over Meetings of the (Persons to Convene and Preside Over Meetings of the
Board of Directors) Board of Directors)
Article 18. Article 21.
The Chairman of the Board and Director shall convene The Chairman of the Board and Director shall convene
meetings of the Board of Directors and act as chairman meetings of the Board of Directors and act as chairman
thereof. thereof.
In cases where the office of Chairman of the Board and (Deleted)
Executive Officer is vacant or he is unable to act,
the President and Chief Executive Officer shall act in
his place.
In cases where the office of President and Chief
Executive Officer is vacant or he is unable to act, In cases where the office of Chairman of the Board and
another Director selected in accordance with the order Director is vacant or he is unable to act, person
of priority previously determined by a resolution of selected in accordance with the order of priority
the Board of Directors shall act in his place. previously determined by a resolution of the Board of
Directors shall act in his place.
(Representative Directors) (Deleted)
Article 19.
One (1) or more representative Directors shall be
designated by resolutions of the Board of Directors.
(Directors with Specific Responsibilities) (Deleted)
Article 20.
One (1) Chairman of the Board and Executive Officer,
and one (1) President and Chief Executive Officer may
be elected by resolutions of the Board of Directors.
Article 21. Article 22.
(Omitted) (Not amended)
(Limitation of Liabilities) (Limitation of Liabilities)
Article 22. Article 23.
Within the limit provided by law, The Company may, by Within the limit provided by law, The Company may, by a
a resolution of the Board of Directors, limit resolution of the Board of Directors, limit liabilities
liabilities of Directors, concerning their conduct of Directors, concerning their conduct provided in
provided in Article 266 Paragraph 1 Item 5 of the Article 21-17 Paragraph 1 of the Shouhou-Tokurei- Hou.
Commercial Code.
Concerning their conduct provided in Article 21-17
Paragraph 1 of the Shouhou-Tokurei- Hou, the Company
may conclude contracts, with Outside Directors to limit
Concerning their conduct provided in Article 266 liabilities to the prescribed amount (/10 million or
Paragraph 1 Item 5 of the Commercial Code of Japan, more) or aggregate sum of the amount stipulated in each
the Company may conclude contracts, with Outside item of Article 266 Paragraph 19 of the Commercial Code
Directors to limit liabilities to the prescribed applies mutates mutants by Article 21-7 Paragraph 5 of
amount (/7.2 million or more) or aggregate sum of the the Shouhou-Tokurei-Hou, whichever is larger.
amount stipulated in each item of Article 266
Paragraph 19 of the Commercial Code, whichever is
larger.
(New Article) (Committees)
Article 24.
The Company shall constitute the Nominating Committee,
Compensation Committee and Auditing Committee.
The member of these Committees shall be determined by a
resolution of the Board of Directors.
CHAPTER V. STATUTORY AUDITORS AND BOARD OF STATUTORY (Deleted)
AUDITORS
(Number) (Deleted)
Article 23.
The number of Statutory Auditors shall not exceed five
(5).
(Method of Election) (Deleted)
Article 24.
Statutory Auditors shall be elected by resolutions of
General Meetings of Shareholders at which shareholders
holding one-third (1/3) or more of the total number of
voting rights of all shareholders are present.
(Term of Office) (Deleted)
Article 25.
The terms of office of Statutory Auditors shall expire
at the conclusion of the Ordinary General Meeting of
Share-holders held with respect to the last closing of
accounts within three (3) years after their assumption
of office.
The term of office of a Statutory Auditor elected to
fill a vacancy shall expire at the time when the full
term of office of his predecessor would have expire
(Notice of Convening Meetings of Board of Statutory (Deleted)
Auditors)
Article 26.
In convening a meeting of the Board of Statutory
Auditors, notice thereof shall be dispatched to each
Statutory Auditor four (4) days before the date set
for the meeting. Provided, however, that in case of
emergency, this period may be shortened to two (2)
days.
(Limitation of Liabilities) (Deleted)
Article 27.
The Company may, by a resolution of the Board of
Directors, limit liabilities of Statutory Auditors
within the limit provided by law.
(New Article) CHAPTER V. EXECUTIVE OFFICERS
(New Article) (Number)
Article 25.
The number of Executive Officers ("Shikko yaku" the
same hereinafter) shall not exceed forty (40).
(New Article) (Method of Election)
Article 26.
Executive Officers shall be elected by resolutions of
the Board of Directors.
(New Article) (Term of Office)
Article 27.
The terms of office of Executive Officers shall expire
at the conclusion of the Board of Directors first held
after the Ordinary General Meeting of Shareholders held
with respect to the last closing of accounts within one
(1) year after their assumption of office.
The term of office of an Executive Officer, newly
elected during the term of office of other existing
Executive Officers shall expire at the time when the
full terms of office of the other existing Executive
Officers shall expire.
(New Article) (Representative Executive Officers)
Article 28.
One (1) or more representative Executive Officers shall
be designated by resolutions of the Board of Directors.
(New Article) (Executive Officers with Specific Responsibilities)
Article 29.
President and Chief Executive Officer, Corporate Senior
Executive Vice President, Corporate Executive Vice
President, Corporate Senior Vice President, and
Corporate Vice President may be elected by resolutions
of the Board of Directors.
(New Article) (Limitation of Liabilities)
Article 30.
Within the limit provided by law, The Company may, by a
resolution of the Board of Directors, limit liabilities
of Executive Officers, concerning their conduct
provided in Article 21-17 Paragraph 1 of the
Shouhou-Tokurei- Hou.
Article 28. Article 31.
(Omitted) (Not amended)
(Dividends) (Dividends)
Article 29. Article 32.
Dividends shall be paid to the shareholders or Dividends shall be paid to the shareholders or pledgees
pledgees appearing or recorded on the register of appearing or recorded on the register of shareholders
shareholders and the like at the close of each at the close of each accounting period.
accounting period.
(Interim Dividends) (Interim Dividends)
Article 30. Article 33.
The Company may, by a resolution of the Board of The Company may, by a resolution of the Board of
Directors, pay a cash distribution as provided in Directors, pay a cash distribution as provided in
Article 293-5 of the Commercial Code (hereinafter Article 293-5 of the Commercial Code (hereinafter
called "interim dividends") to shareholders or called "interim dividends") to shareholders or pledgees
pledgees appearing or recorded on the register of appearing or recorded on the register of shareholders
shareholders and the like at the end of 30th September at the end of 30th September of each year.
of each year.
Article 31. Article 34.
(Omitted) (Not amended)
(Transfer Agent with Respect to U.S. Dollar (Transfer Agent with Respect to U.S. Dollar Debentures)
Debentures)
Article 35.
Article 32.
The Company shall appoint a transfer agent or agents in
The Company shall appoint a transfer agent or agents the United States of America with respect to any U.S.
in the United States of America with respect to any Dollar registered debentures.
U.S. Dollar registered debentures.
(Deleted)
The transfer agent or agents and their handling office
shall be designated by a resolution of the Board of
Directors.
(New Article) (The Interim Measures with Respect to the Limitation of
Liabilities)
Article 36.
Within the limit provided by law, The Company may, by a
resolution of the Board of Directors, limit liabilities
of Directors, concerning their conduct provided in
Article 266 Paragraph 1 Item 5 of the Commercial Code.
The Company may, by a resolution of the Board of
Directors, limit liabilities of Statutory Auditors
within the limit provided by law.
Third Subject for Discussion
Matter concerning the election of sixteen (16) Directors due to the expiration
of all Directors' terms of office:
The current eleven (11) Directors will retire as their terms of
office expire at the conclusion of this General Meeting of Shareholders.
Therefore, it is proposed to elect the following sixteen (16) Directors .
The Company proposes to elect Messrs. Akinobu Kasami, Susumu Terao
and Eiichi Kakei, subject to the condition that Second Subject for Discussion
may be approved in its original form.
Messrs. Sakutaro Tanino, Yasuhiko Torii, Eiichi Kakei and Shunsaku Hashimoto are
candidates for Outside Directors prescribed by Article 188 Paragraph 2 Item 7-2
of the Commercial Code.
Candidates for Directors are as follows:
The candidate's Number of
Toshiba's shares
name and date of birth Career highlights held by the
candidate
for Director
1) Taizo Nishimuro April 1961 118,000
December 19, 1935 Entered Toshiba Corporation
June 1992
Vice President and Director
June 1994
Senior Vice President and Director
June 1995
Executive Vice President and Director
June 1996
President and Chief Executive Officer and Director
June 2000 - Present
Chairman of the Board and Director
2) Tadashi Okamura April 1962 60,000
July 26, 1938 Entered Toshiba Corporation
June 1994
Vice President and Director
June 1996
Senior Vice President and Director
June 1998
Director
Corporate Senior Vice President
June 2000 - Present
President and Chief Executive Officer and Director
3) Yasuo Morimoto April 1963 19,000
January 24, 1941 Entered Toshiba Corporation
June 1996 (- June 1998)
Vice President and Director
June 1998
Corporate Senior Vice President
Responsible for corporate planning
April 1999
Corporate Senior Vice President
President and Chief Executive Officer of Semiconductor
Company of Toshiba Corporation
June 1999
Director
Corporate Senior Vice President
June 2000
Director
Corporate Executive Vice President
June 2001 - Present
Director
Corporate Senior Executive Vice President
4) Takeshi Iida April 1963 18,300
November 11, 1939 Entered Toshiba Corporation
June 1997 (- June 1998)
Vice President and Director
June 1998
Corporate Senior Vice President
Responsible for human resources and employee relations
June 2000 - Present
Director
Corporate Executive Vice President
Representation of other companies:
President and Chief Executive Officer of Toshiba
Corporation Building Co., Ltd.
5) Makoto Nakagawa April 1963 16,000
November 29, 1939 Entered Toshiba Corporation
June 1996 (- June 1998)
Vice President and Director
June 1998
Corporate Vice President
Group Executive of Air Conditioners & Appliances Group
October 1998
Corporate Vice President
Responsible for Household Appliances Division and Air
Conditioning Equipment Division
April 1999
Corporate Vice President
President and Chief Executive Officer of Home Appliances
Company of Toshiba Corporation
June 2000
Corporate Senior Vice President
President and Chief Executive Officer of Home Appliances
Company of Toshiba Corporation
April 2002
Corporate Senior Vice President
Deputy General Manager of Corporate Marketing Planning
Group
June 2002 - Present
Director
Corporate Executive Vice President
Representation of other company:
President and Chief Executive Officer of Toshiba
Lifestyle-Electronics Corporation
6) Tadashi Matsumoto April 1964 17,000
February 23, 1941 Entered Toshiba Corporation
October 1996
Group Executive of Electron Tube, Device & Material Group
June 1998
Corporate Vice President
Group Executive of Electron Tube, Device & Material Group
April 1999
Corporate Vice President
President and Chief Executive Officer of Display Devices
& Components Company of Toshiba Corporation
June 2000 - Present
Director
Corporate Senior Vice President
Representation of other company:
Chairman of the Board of Toshiba Dalian Co., Ltd.
Chairman of the Board of Toshiba Hangzhou Co., Ltd.
7) Sakutaro Tanino April 1960 10,000
June 6, 1936 Entered the Ministry of Foreign Affairs of Japan
June 1989
Director-General of the Asian Affairs Bureau of the
Ministry of Foreign Affairs of Japan
July 1992
Chief Cabinet Councillor for External Affairs, Cabinet
Secretariat
September 1995
Ambassador to the Republic of India and the Kingdom of
Bhutan
April 1998 (- March 2001)
Ambassador to the People's Republic of China
April 2002 - Present
Visiting Professor of Graduate School of
Asia-Pacific Studies, Waseda University
June 2001 - Present
Director of Toshiba Corporation
8) Yasuhiko Torii April 1963 12,000
October 15, 1936 Instructor of Faculty of Economics, Keio University
April 1969
Associate Professor of Faculty of Economics, Keio
University
April 1976
Professor of Faculty of Economics, Keio University
October 1989
Dean of Faculty of Economics, Keio University
May 1993
Chancellor and President of Keio University
May 2001
Professor of Keio University
April 2002 - Present
President of The Promotion and Mutual Aid
Corporation for Private Schools of Japan
June 2001 - Present
Director of Toshiba Corporation
Representation of other company:
Representative Director of Institute for Better Future
Society
9) Akinobu Kasami April 1962 17,300
July 2, 1938 Entered Toshiba Corporation
June 1994
Vice President and Director
June 1996
Senior Vice President and Director
June 1997
Executive Vice President and Director
June 1998
Director
Corporate Executive Vice President
June 2000
Director
Corporate Senior Executive Vice President
June 2001-Present
Statutory Auditor
10) Takeshi Nakagawa April 1964 11,000
September 13, 1941 Entered Toshiba Corporation
April 1998
Group Executive of Electronic Devices Sales & Marketing
Group
June 1998
Corporate Vice President
Group Executive of Electronic Devices Sales & Marketing
Group
April 1999
Corporate Vice President
Executive Vice President of Semiconductor Company and
Display Devices & Components Company of Toshiba
Corporation
June 2000
Corporate Senior Vice President
Executive Vice President of Semiconductor Company and
Display Devices & Components Company of Toshiba
Corporation
April 2001
Corporate Senior Vice President
President and Chief Executive Officer of Semiconductor
Company of Toshiba Corporation
April 2003-present
Corporate Senior Vice President
Responsible for Electronic Devices & Components Group
11) Yuji Kiyokawa April 1965 16,000
January 18,1942 Entered the Ministry of International Trade and Industry
of Japan
December 1994
Director-General of the Basic Industries Bureau of the
Ministry of International Trade and Industry of Japan
June 1995
Commissioner of Japan Patent Office
July 1996
President, Chairman of the Board of the Overseas Economic
Cooperation Fund, Japan
July 1998
Entered Toshiba Corporation
April 1999
General Manager of Export Control Division
June 1999
Corporate Senior Executive Vice President
Responsible for General Affairs Division
General Manager of Export Control Division
June 2000
Corporate Senior Executive Vice President
Responsible for General Affairs Division and
International Division
General Manager of Export Control Division
October 2001
Corporate Senior Executive Vice President
Responsible for Corporate Communications Division and
Corporate Administration Division
General Manager of Export Control Division
April 2002-Present
Corporate Senior Executive Vice President
Responsible for Corporate Communications Division
General Manager of Export Control Division
12) Sadazumi Ryu April 1967 10,000
September 4, 1943 Entered Toshiba Corporation
June 1997
General Manager of Finance Division
June 1998
General Manager of Corporate Accounting Division
April 1999
General Manager of Finance & Accounting Division
July 2000
Corporate Vice President
General Manager of Finance & Accounting Division
October 2001-Present
Corporate Vice President
General Manager of Finance & Accounting Division
13) Susumu Terao April 1966 12,000
November 26, 1943 Entered Toshiba Corporation
June 1997
Group Manager of Affiliated Companies Division
July 1998
Chief Specialist of Auditing Office
October 1998
Group Manager of Auditing Office
January 1999
Group Manager of Corporate Audit Division
April 1999
Deputy General Manager of Corporate Audit Division
June 2001-Present
Statutory Auditor
14) Atsutoshi Nishida May 1975 17,000
December 29, 1943 Entered Toshiba Corporation
June 1997(- June 1998)
Vice President and Director
June 1998
Corporate Vice President
Deputy Group Executive of Information Equipment Group
April 1999
Corporate Vice President
Executive Vice President of Digital Media Equipment &
Services Company of Toshiba Corporation
March 2000
Corporate Vice President
Responsible for Corporate Strategic Planning Division
June 2000
Corporate Senior Vice President
Responsible for Corporate Strategic Planning Division
April 2001
Corporate Senior Vice President
President and Chief Executive Officer of Digital Media
Network Company of Toshiba Corporation
April 2003-Present
Corporate Senior Vice President
Responsible for Digital Products Group and Information
Systems Center
15) Eiichi Kakei April 1953 2,000
May 27, 1927 Public Prosecutor of Tokyo District Public Prosecutors
Office
December 1983
Director-General of the Criminal Affairs Bureau of the
Ministry of Justice of Japan
December 1985
Vice-Minister of the Ministry of Justice of Japan
June 1988
Superintending Prosecutor of Tokyo High Public
Prosecutors Office
May 1990
Prosecutor-General
June 1992 - Present
Registered as Private Practicing Attorney
June 2001-Present
Statutory Auditor of Toshiba Corporation
16) Shunsaku Hashimoto April 1953 11,000
July 5, 1930 Entered The Kobe Bank, Ltd.
June 1994
President and Director of The Sakura Bank, Ltd.
June 1997
Advisor of The Sakura Bank, Ltd.
July 1998
Counsellor of The Sakura Bank, Ltd.
April 2001-Present
Advisor of Sumitomo Mitsui Banking Corporation
June 2000-Present
Statutory Auditor of Toshiba Corporation
Note: Corporate Senior Executive Vice President, Corporate Executive Vice
President, Corporate Senior Vice President and Corporate Vice President are
positions in Toshiba's Executive Officer system.
Forth Subject for Discussion
Matter concerning the granting of retirement allowances to the retiring
Directors ahd Statutory Auditors, and the other related subject:
It is proposed that appropriate retirement allowances be granted to three (3)
Directors, Messrs. Kiyoaki Shimagami, Tetsuya Mizoguchi and Kosaku Inaba, who
will retire as their terms of office expire at the conclusion of this General
Meeting of Shareholders, for their service while in office, according to the
standards of Toshiba and within a reasonable amount, based upon precedent;
and that the actual amount of the retirement allowances and the date
and method of payment for the Directors be decided by the Compensation
Committee. The Compensation Committee shall be constituted after the conclusion
of this General Meeting, when Second Subject for Discussion be approved in its
original form and Toshiba transforms into the "Company with Committees System".
Some career highlights of the retiring Directors are as follows:
Name Career highlights
Kiyoaki Shimagami June 1994
Vice President and Director
June 1996
Senior Vice President and Director
June 1998
Director
Corporate Executive Vice President
June 2000 - Present
Director
Corporate Senior Executive Vice President
Tetsuya Mizoguchi June 2000 - Present
Director
Corporate Executive Vice President
Kosaku Inaba June 1983 - Present
Director (part-time)
Note: Corporate Senior Executive Vice President and Corporate Executive Vice
President are positions in Toshiba's Executive Officer system.
It is also proposed that, when Second Subject for Discussion is approved in its
original form and Toshiba transforms into the "Company with Committees System,"
the retirement allowances be granted to twelve (12) present directors and
statutory auditors, Messrs. Taizo Nishimuro, Tadashi Okamura, Yasuo Morimoto,
Takeshi Iida, Makoto Nakagawa, Tadashi Matsumoto, Sakutaro Tanino, Yasuhiko
Torii, Akinobu Kasami, Susumu Terao, Eiichi Kakei, Shunsaku Hashimoto, who will
consecutively be Directors if Third Subject for Discussion is approved as
originally proposed, for their terms of office until the conclusion of this
General Meeting of Shareholders, according to the standards of Toshiba and
within a reasonable amount, based upon precedent;
and that the actual amount of the retirement allowances and the date and method
of payment for them be decided by the Compensation Committee.
Some career highlights of the twelve (12) Directors and Statutory Auditors
during their terms of office are as follows
Name
Career highlights
Taizo Nishimuro June 1992
Vice President and Director
June 1994
Senior Vice President and Director
June 1995
Executive Vice President and Director
June 1996
President and Chief Executive Officer and Director
June 2000 - Present
Chairman of the Board and Director
Tadashi Okamura June 1994
Vice President and Director
June 1996
Senior Vice President and Director
June 1998
Director
Corporate Senior Vice President
June 2000 - Present
President and Chief Executive Officer and Director
Yasuo Morimoto June 1999
Director
Corporate Senior Vice President
June 2000
Director
Corporate Executive Vice President
June 2001 - Present
Director
Corporate Senior Executive Vice President
Takeshi Iida June 2000 - Present
Director
Corporate Executive Vice President
Makoto Nakagawa June 2002 - Present
Director
Corporate Executive Vice President
Tadashi Matsumoto June 2000 - Present
Director
Corporate Senior Vice President
Sakutaro Tanino June 2001 - Present
Director (part-time)
Yasuhiko Torii June 2001 - Present
Director (part-time)
Akinobu Kasami June 2001-Present
Statutory Auditor
Susumu Terao June 2001-Present
Statutory Auditor
Eiichi Kakei June 2001-Present
Statutory Auditor (part-time)
Shunsaku Hashimoto June 2000-Present
Statutory Auditor (part-time)
Note: Corporate Senior Executive Vice President, Corporate Executive Vice
President and Corporate Senior Vice President are positions in Toshiba's
Executive Officer system.
This information is provided by RNS
The company news service from the London Stock Exchange
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