Notice Regarding the Partial Amendments to the Articles of Incorporation
- TOKYO, Japan, May 12, 2016 -
Seiko Epson Corporation (TSE: 6724, "Epson") announces that it resolved at the meeting of its Board of Directors held on May 12, 2016, to submit a proposal for "Partial Amendments to the Articles of Incorporation" at the 74th Ordinary General Meeting of Shareholders scheduled to be held on June 28, 2016.
1. Reasons for the amendments
(1) Amendments regarding the transition to a company with an Audit & Supervisory Committee
The Company 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 discretional advisory committees regarding the nomination of and remuneration for the officers.
The Company has determined to make the transition from the current company with the Audit & Supervisory Board to a company with an Audit & Supervisory Committee to enhance 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. Accordingly, the Company proposes to newly establish provisions relating to the Directors who are Audit & Supervisory Committee Members and Audit & Supervisory Committee, delete provisions relating to the Audit & Supervisory Board Members and the Audit & Supervisory Board, as well as newly establish provisions relating to delegation of the authority to Executive Directors to enhance the management effectiveness and timely decision-making, and make other necessary amendments.
(2) Amendments regarding the scope of liability limitation contract
The Company proposes to amend certain provisions to enable the Company to conclude liability limitation contracts with Directors who do not execute business so that the Company will be able to secure appropriate personnel in the future and Directors can fully perform their expected roles. The Company has obtained prior consent of each Audit & Supervisory Board Member with regard to this amendment.
(3) Other overall-related amendments
In connection with the addition and deletion of provisions, subsequent numbering of Articles and other necessary amendments are proposed. This proposal shall become effective at the conclusion of this Meeting.
2. Details of the amendments
3. Schedule of the amendments
Date of the General Meeting of Shareholders for amending the Article of Incorporation (planned): June 28, 2016
Effective date of the amendments to the Article of Incorporation (planned): June 28, 2016
Epson is a global technology leader dedicated to connecting people, things and information with its original efficient, compact and precision technologies. With a lineup that ranges from inkjet printers and digital printing systems to 3LCD projectors, smart glasses, sensing systems and industrial robots, the company is focused on driving innovations and exceeding customer expectations in inkjet, visual communications, wearables and robotics.
Led by the Japan-based Seiko Epson Corporation, the Epson Group comprises more than 67,000 employees in 90 companies around the world, and is proud of its contributions to the communities in which it operates and its ongoing efforts to reduce environmental impacts.