Changes in Senior Management and Board Membership
NSG Group, (hereinafter “the Company”) announces that, at the meeting of the Board of Directors of the Company held today, the following changes in the positions of the Company’s representatives were agreed.
1. Content of changes in senior management including Representatives
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New Position
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Name
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Previous Position
|
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Director
Chairman of the Board
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Yozo Izuhara
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Representative Director
Chairman of NSG Group
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Director
Vice-Chairman (No change)
|
Tomoaki Abe
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Director
Vice-Chairman
|
|
Director
Chairman of NSG Group
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Katsuji Fujimoto
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Representative Director
President & CEO
|
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Representative Executive Director, President & CEO
|
Stuart Chambers
|
Representative Director,
Executive Vice-President & COO
|
|
Retiring from the Board
|
Masakuni Nitta
|
Representative Director,
Executive Vice-President
|
Following the announcements in September 2007 of the integration of all of the Group’s businesses and in February 2008 of the decision to move to a 'Company with Committees’ board structure, the Board of NSG Group announces the following changes in senior management of NSG Group Board.
Yozo Izuhara is appointed Chairman of the Board; with Katsuji Fujimoto becoming Chairman of the NSG Group and Tomoaki Abe appointed Vice-Chairman.
Stuart Chambers is appointed President and CEO of the NSG Group, with responsibility for the profitable operation of all businesses within the Group. Stuart Chambers will chair an Executive Committee, which will oversee the day to day management of the NSG Group’s businesses. Masakuni Nitta retires from the Board and becomes Senior Adviser.
As Chairman of the Board, Yozo Izuhara will take particular responsibility for corporate governance. In parallel, a new board structure will be established. The former 'Corporate Auditors’ model will be replaced by three board committees (Audit, Nomination and Remuneration) and four external directors.
Katsuji Fujimoto, as Chairman of the NSG Group, will ensure that the Company is run in accordance with the Company’s long-term objectives and strategy and guiding Values and Principles. He will also provide support to the Executive in communicating with the financial community, shareholders, governments and other external organizations of importance to the Group.
Yozo Izuhara will chair the Nomination Committee, Tomoaki Abe will chair the Audit Committee and Noritaka Kurauchi will chair the Remuneration Committee.
2. Reason for changes
The appointment of Stuart Chambers as President and CEO continues the process of evolution of the NSG Group into an international corporation and will also develop further the process of integration and simplification of the Group’s management structure.
The adoption of the 'Company with Committees’ model brings the NSG Group into line with a growing number of leading Japanese corporations and with best practice. It introduces additional safeguards for shareholders, increases transparency and improves corporate governance.
3. Profile of New Representative
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Name
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Stuart Chambers
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Date of birth
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25th May 1956
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Nationality
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British (Place of birth: Brunei)
|
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Higher Education
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Graduate of University College London (1977)
|
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Career
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07/1996
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Joined Pilkington plc, Group Vice-President, Marketing and Business Development, Building Products, Pilkington
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08/1998
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Managing Director, Primary Products Europe, Pilkington
|
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06/2000
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President, Building Products Worldwide, Pilkington
|
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01/2001
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Executive Director of Pilkington plc, later Pilkington Group Limited (Current)
|
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05/2002
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Group Chief Executive of Pilkington plc, later Pilkington Group Limited (Current)
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06/2006
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Group Director of NSG Group (Current)
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04/2007
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Head of Flat Glass Business of NSG Group (Current) and BP Business line
|
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06/2007
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Executive Vice-President (Current)
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10/2007
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Representative Director (Current), Executive Vice-President and COO (Current)
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4. Content of New Board Membership
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New Position
|
Name
|
Previous Position
|
|
Director Chairman of the Board
|
Yozo Izuhara*
|
Representative Director
Chairman of NSG Group
|
|
Director Chairman of NSG Group
|
Katsuji Fujimoto
|
Representative Director
President & CEO
|
|
Director Vice-Chairman
|
Tomoaki Abe**
|
Director
Vice-Chairman
|
|
Representative Executive Director, President & CEO
|
Stuart Chambers
|
Representative Director, Executive Vice- President & COO
|
|
Executive Director Group Finance Director
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Mike Powell
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Director Group Finance Director
|
|
Executive Director Head of Automotive Worldwide
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Pat Zito
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Director
Head of Automotive Worldwide
|
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Executive Director Head of Building Products Worldwide
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Mark Lyons
(New member)
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Head of Building Products Worldwide
|
|
Executive Director Head of Specialty Glass Worldwide
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Keiji Yoshikawa
(New member)
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Executive Officer Head of IT, Specialty Glass
|
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External Director
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Noritaka Kurauchi***
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External Director (Advisor Sumitomo Electric Industries, Ltd.)
|
|
External Director
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Kozo Okumura
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External Director (Corporate adviser of DIC Corporation)
|
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External Director
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Isao Uchigasaki
(New member)
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(Director of Hitachi,Ltd.)
|
|
External Director
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George Olcott
(New member)
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(Senior Fellow, Judge Business School, University of Cambridge)
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* Chairman Nomination Committee
** Chairman Audit Committee
*** Chairman Remuneration Committee
Two new external directors join the NSG Group Board. Isao Uchigasaki is a former President of Hitachi Chemical Co., Ltd. and is currently a Director of Hitachi Ltd. Dr George Olcott worked for a leading investment bank in Japan and is now Senior Fellow at the Judge Business School at the University of Cambridge.
Under the new system, the role of the external directors is strengthened. The new members bring extensive skills and experience from industry and banking and we have no doubt that they will make a major contribution to the work of the Board.
5. Effective date of changes
The proposed changes are subject to shareholder agreement and will be formally decided at the 142nd Annual Shareholders Meeting, which will be held on 27th June 2008 and at a meeting of the Company's board following the shareholders meeting. The changes and appointments will take effect immediately following such approval on that date.