Notice Regarding the Transition to a Company with an Audit & Supervisory Committee
- TOKYO, Japan, March 16, 2016 -
Seiko Epson Corporation (TSE: 6724, "Epson") announces that it resolved, at the meeting of its Board of Directors held on March 16, 2016, a policy on transitioning to a "company with an Audit & Supervisory Committee," subject to approval at the 74th Ordinary General Meeting of Shareholders scheduled for late June of this year.
1. Reason for the transition
Epson has strove to continuously enhance and strengthen corporate governance that realizes transparent, fair, timely and decisive decision-making to promote sustainable growth and increase corporate value over the mid- to long-term, with the appointment of more than one Outside Director and the establishment of a Director Nomination Committee and a Director Compensation Committee as discretional advisory bodies for the Board of Directors.
Epson has determined to make the transition because a company with an Audit & Supervisory Committee embodying the following features would best suit Epson in enhancing the effectiveness of its corporate governance by further improving the supervisory function of and enhancing discussions at the Board of Directors meetings, as well as by speeding up decision-making in management.
(1) A company with an Audit & Supervisory Committee facilitates further improvement of the supervisory function of the Board of Directors because a company adopting such a structure is obliged to establish an Audit & Supervisory Committee in which Outside Directors account for a majority of the members, and the Directors who are Audit & Supervisory Committee Members are entitled to voting rights at the Board of Directors meetings.
(2) A company with an Audit & Supervisory Committee facilitates the betterment of discussions at the Board of Directors meetings and speeding up of decision-making in management regarding Epson's future orientation and strategies by refining matters submitted to the Board into proposals of high importance, as a company with an Audit & Supervisory Committee is permitted to partially delegate its authority of decision-making on important business execution to Executive Directors, in accordance with the provisions of the Articles of Incorporation and others.
2. Timing of the transition
Epson plans to make the transition to a company with an Audit & Supervisory Committee after necessary amendments to the Articles of Incorporation and other relevant matters are approved at the 74th Ordinary General Meeting of Shareholders scheduled for late June of this year.
Epson will announce the details of the aforementioned transition including the content of the amendments to the Articles of Incorporation and personnel affairs of officers, as soon as determined.
Epson is a global technology leader dedicated to driving innovations and exceeding customer expectations in printing, visual communications, quality of life and manufacturing. Epson's lineup ranges from inkjet printers, printing systems and 3LCD projectors to industrial robots, smart glasses and sensing systems and is based on original compact, energy-saving, and high-precision technologies.
Led by the Japan-based Seiko Epson Corporation, the Epson Group comprises nearly 72,000 employees in 93 companies around the world, and is proud of its contributions to the communities in which it operates and its ongoing efforts to reduce environmental burdens.