2013
April 30, 2013
Announcement of Partial Changes to Articles of Incorporation
Kurita Water Industries Ltd. announces that a meeting of its Board of Directors held on April 30, 2013 resolved to submit a proposal for partial changes to the Articles of Incorporation to the 77th annual meeting of shareholders to be held on June 27, 2013. Details are as follows:
1. Purpose of changes to the Articles of Incorporation
- (1)The Company proposes to shorten the term of office of directors from the current two years to one year and make the necessary changes to Article 19 (Term of Office of Directors) of the existing Articles of Incorporation. The purpose of this change is to heighten the sense of urgency directors feel with respect to management and review the management system promptly and flexibly in response to significant changes in the market environment.
- (2)The Company proposes to enable the conclusion of a limited liability agreement with external directors and external corporate auditors and establish the proposed Article 25 (Limitation of External Directors from Liability) and Article 34 (Limitation of External Corporate Auditors from Liability) in the existing Articles of Incorporation. This proposal is made to faciliate the use of outside human resources with the aim of respecting shareholder value and increasing management transparency. The Company has obtained the consent of each corporate auditor for the establishment of the proposed Article 25.
- (3)The Company proposes to revise the numbering of the other articles as required by the changes above.
2. Description of Changes
The changes are as shown in the attachment.
3. Schedule
Annual meeting of shareholders to change the Articles of Incorporation
June 27, 2013 (planned)
Effective date of changes to the Articles of Incorporation
June 27, 2013 (planned)
Attachment: Proposed changes to the Articles of Incorporation
(Changes are underlined)
(The translation of the Article of Incorporation below is provided for convenience.)
| Present | Proposed articles |
|---|---|
| Article 1 to Article 18 (Details omitted) | Article 1 to Article 18 (Not changed) |
| Article 19 (Term of Office of Directors) The term of office of directors shall continue until the conclusion of the annual meeting of shareholders for the last business year which ends within two years of the date of their election. The term of office of directors elected as a substitute or an addition shall continue until the expiration of the term of office of other incumbent directors. |
Article 19 (Term of Office of Directors) The term of office of directors shall continue until the conclusion of the annual meeting of shareholders for the last business year which ends within one year of the date of their election. The term of office of directors elected as a substitute or an addition shall continue until the expiration of the term of office of other incumbent directors. |
| Article 20 to Article 24 (Details omitted) | Article 20 to Article 24 (Not changed) |
| (Newly established) | Article 25 (Limitation of External Directors from Liability) The Company may conclude an agreement that limits liability for damages arising from a failure to perform their duty with external directors pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act; provided, however, that the total maximum liability under the said agreement shall be the amount provided for by laws and regulations. |
| Article 25 to Article 32 (Details omitted) | Article 26 to Article 33 (Not changed) |
| (Newly established) | Article 34 (Limitation of External Corporate Auditors from Liability) The Company may conclude an agreement that limits liability for damages arising from a failure to perform their duty with external corporate auditors pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act; provided, however, that the total maximum liability under the said agreement shall be the amount provided for by laws and regulations. |
| Article 33 to Article 39 (Details omitted) | Article 35 to Article 41 (Not changed) |