Announcement of Amendments to the Articles of Incorporation
NSG Group (“the Company”) announces that today its Board meeting resolved the the Company shall propose the following amendments to the Articles of Incorporation at the 142nd Ordinary General Meeting of Shareholders to be held on 27 June, 2008.
1. Reasons for Amendment
- The Company has decided to convert itself into a company with committees to further strengthen corporate governance as a large global company.
Reflecting the conversion, we will make necessary amendments to the Articles of Incorporation including 1) additions and changes to the provisions regarding the Committees and Executive Officers (“Shikkoyaku”) (Article 4, Article 22, Article 26 to Article 30 (see “the Articles of Incorporation (Draft for Revision)” infra) and 2) deletion of the provisions for the Corporate Auditors and the Board of Corporate Auditors (Article 23, Article 24, Article 26 to Article 30 (see “the Articles of Incorporation (Current)” infra).
Further, in order to ensure the utmost performance of duties by the Executive Officers (“Shikkoyaku”), we will create new Article 30 which provides that the Company's Board of Directors may by resolution indemnify the Executive Officers against their liabilities to the extent permitted by law.
We had obtained the consent of all of our Corporate Auditors that the creation of Article 30 was to be proposed to the Board for resolution.
- We will amend existing Article 32, and at the same time, delete existing Article 8, in order to realise a flexible capital and dividend policy, by allowing the Board to decide by its resolution the distribution of surplus as dividends without requiring a resolution of the General Shareholders' Meeting.
- Accordingly, we will renumber the articles in line with the above-mentioned changes. At the same time, certain wording and expressions will be improved.
2. Contents of Amendment
The contents of the amendment is shown in the Appendix.
Appendix: Contents of Amendment (29KB/5Pages)
The amendments to the Articles of Incorporation are to be proposed at the Ordinary General Meeting of Shareholders on Friday, 27 June, 2008 and are to become effective as of the same date.