Notice of Resolutions
June 26 2003 - 3:00AM
UK Regulatory
RNS Number:7585M
Toshiba Corporation
26 June 2003
(This Notice of Resolutions is an English translation of the original Japanese
notice.)
June 26, 2003
NOTICE OF RESOLUTIONS AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FOR THE
164TH FISCAL PERIOD
Dear shareholder:
Notice is hereby given that the following report and resolutions were made at
the Ordinary General Meeting of Shareholders of Toshiba Corporation for the
164th fiscal period held this day.
Subject for Report
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)
Report was made concerning the above accounting documents.
First Subject for Discussion
Matter concerning the approval of the appropriation plan for unappropriated
retained earnings for the 164th fiscal period
The appropriation plan was approved as proposed (the dividend is 3 yen per
share).
Second Subject for Discussion
Matter concerning the amendments to the Articles of Incorporation
The following amendments were approved as proposed.
1. Amendments of the relevant provisions neccessary to transform into the
"Company with Committees System". Toshiba is to adopt this system, to
further enhance corporate governance and improve operating agility and
flexibility;
2. Amendments of relevant provisions neccessary to adopt the additional
share purchase system for holders of Tangen-miman-kabushiki (shares of
less than one unit). Toshiba is to adopt this system, to improve the
convenience of shareholders.
Additional amendments of relevant provisions following the establishment
of a system to nullify lost share certificates;
3. Amendments of relevant provisions neccessary to reduce the quorum
required to pass special resolution at the shareholders' meeting. Toshiba
is to reduce the quorum considering the excersinig condition of voting
rights at shareholders' meeting of Toshiba; and
4. Amendment of other wordings.
Third Subject for Discussion
Matter concerning the election of sixteen (16) Directors due to the expiration
of all Directors' terms of office
The following sixteen (16) persons were elected as Director and assumed office:
Taizo Nishimuro
Tadashi Okamura
Yasuo Morimoto
Takeshi Iida
Makoto Nakagawa
Tadashi Matsumoto
Sakutaro Tanino
Yasuhiko Torii
Akinobu Kasami
Takeshi Nakagawa
Yuji Kiyokawa
Sadazumi Ryu
Susumu Terao
Atsutoshi Nishida
Eiichi Kakei
Shunsaku Hashimoto
Forth Subject for Discussion
Matter concerning the granting of retirement allowances to the retiring
Directors and Statutory Auditors and other related subject
Approved was the proposal that appropriate retirement allowances be granted to
the retiring three (3) Directors, Messrs. Kiyoaki Shimagami, Tetsuya Mizoguchi
and Kosaku Inaba, according to the standards of Toshiba Corporation 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.
It was also approved that the retirement allowances be granted to twelve (12)
directors 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 had already
been directors and statutory auditors before the election at this Meeting, for
their terms of office until the conclusion of this Meeting, 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.
Yours very truly,
Tadashi Okamura
President and Chief Executive Officer
Toshiba Corporation
1-1, Shibaura 1-chome
Minato-ku, Tokyo,
Japan
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1.Toshiba Corporation had transformed into the Company with Committees System as
of the conclusion of this Meeting.
2. By a resolution adopted at the meeting of the Board of Directors held after
this Meeting of Shareholders, Mr. Taizo Nishimuro was elected as Chairman of the
Board and assumed office.
3. By a resolution adopted at the meeting of the Board of Directors held after
this Meeting of Shareholders, the following directors were elected as members of
the Nomination Committee, the Audit Committee and the Compensation Committee and
each individual so appointed assumed their office.
Note that Messrs. Sakutaro Tanino, Yasuhiko Torii, Eiichi Kakei and Shunsaku
Hashimoto are Outside Directors prescribed by Article 188 paragraph 2 Item 7-2
of the Commercial Code and they are not elected as Executive Officers.
Nomination Committee Taizo Nishimuro (Chairman)
Sakutaro Tanino
Yasuhiko Torii
Audit Committee Akinobu Kasami (Chairman)
Susumu Terao
Sakutaro Tanino
Eiichi Kakei
Shunsaku Hashimoto
Compensation Committee Yasuhiko Torii (Chairman)
Taizo Nishimuro
Tadashi Okamura
Sakutaro Tanino
Shunsaku Hashimoto
4. By a resolution adopted at the meeting of the Board of Directors held after
this Meeting of Shareholders, Representative Executive Officers and Executive
Officers were elected as follows, and each individual so appointed assumed their
office.
(The person marked with * is the Director.)
Representative Executive Officer/ Tadashi Okamura*
President and Chief Executive Officer
Representative Executive Officer/ Yasuo Morimoto*
Corporate Senior Executive Vice President Takeshi Iida*
Makoto Nakagawa*
Executive Officer/ Yuji Kiyokawa*
Corporate Executive Vice President Atsutoshi Nishida*
Tadashi Matsumoto*
Takeshi Nakagawa*
Executive Officer/ Susumu Kohyama
Corporate Senior Vice President Masaki Matsuhashi
Tsuyoshi Kimura
Toshitake Takagi
Sadazumi Ryu*
Masao Niwano
Tsutomu Miyamoto
Makoto Azuma
Shigeo Koguchi
Yoshiaki Sato
Yoshihiro Nitta
Executive Officer/ Shinsuke Kawamura
Corporate Vice President Ginzo Yamazaki
Yasusuke Sumitomo
Masamichi Katsurada
Katsuji Fujita
Shunsuke Kobayashi
Toru Uchiike
Hisatsugu Nonaka
Mutsuhiro Arinobu
Fumio Muraoka
Ichiro Tai
Nobuhiro Yoshida
Toshinori Moriyasu
Masao Namiki
Hisayoshi Fuwa
Yoshihide Fujii
The balance sheet and the statement of income and unappropriated retained
earnings are posted on our web site (http://www.toshiba.co.jp/about/ir/).
This information is provided by RNS
The company news service from the London Stock Exchange
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