Bunkyodo Group Holdings Co., Ltd.
Notice Regarding the Board of Directors’ Opinion on a Shareholder Proposal
The Board of Directors has expressed opposition to shareholder proposals to limit outside directors' cumulative tenure to 12 years and the representative director's tenure to 10 years. The Board's reasons cite the need to preserve continuous oversight functions, to assess qualifications and expertise, and to value the current one-year term and the nomination process. The attached proposal includes clauses to amend the Articles regarding outside officers' tenure.
Key Figures
- Proposed tenure caps: Outside directors 12 years, Representative director 10 years (proposal content)
- Remuneration deliberation structure: Establishment of Nomination and Remuneration Committee, majority independent directors
- Proposer of the shareholder proposal and agenda details (attachment)
AI要約
Board Opposition to the Shareholder Proposal
This matter is based on a shareholder proposal that seeks to limit the cumulative tenure of outside directors to 12 years, limit the tenure of the representative director to 10 years, and introduce rules to restrain directors' remuneration. The Board of Directors has expressed its opposition. The reasons for opposition include concerns that a uniform tenure limit could undermine the Board's continuous oversight function and the qualifications and expertise of directors, and the need to maintain flexibility in the management environment and remuneration framework. The shareholder proposal attachment contains specific draft amendments to the Articles of Incorporation.
Governance and Succession Planning Perspective
The Board states that, to maintain the suitability of management including the representative director and the continuity of oversight functions, an appropriate nomination and remuneration decision process should be maintained through annual shareholder meeting evaluations and deliberations by the Board and the Nomination and Remuneration Committee. The Board holds the view that imposing tenure limits in the Articles would not align with the current governance structure.
Bunkyodo Group Holdings Co., Ltd.
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