<Attached> 1. Changes of s and s 1. Retiring of s and s (As of March 31, 2016 and as of the date of the Ordinary General Meeting of Shareholders in Ju

Size: px

Start display at page:

Download "<Attached> 1. Changes of s and s 1. Retiring of s and s (As of March 31, 2016 and as of the date of the Ordinary General Meeting of Shareholders in Ju"

Matthew Parsons
6 years ago
Views:

1 January 21st, 2016 This document is an English translation of a statement written initially in Japanese. The Japanese original should be considered as the primary version. ITOCHU Corporation (Code No. 8001, Tokyo Stock Exchange, 1st Section) Representative and President: Masahiro Okafuji Contact: Satoshi Nakajima Investor Relations Department (TEL ) Changes in s ITOCHU Corporation has resolved the following changes at its Board of s meeting held on January 21, Retiring of s <As of March 31, 2016> <> Tomofumi Yoshida Senior Senior Takao Shiomi Advisory Member Senior Yuji Fukuda Senior Senior <As of Date of the Ordinary General <> Meeting of Shareholders in June 2016> Eizo Kobayashi Chairman Chairman Newly Appointed Candidate for s <As of Date of the Ordinary General <> Meeting of Shareholders in June 2016> Masahiro Imai Representative Senior Yoshihisa Suzuki Representative President & Chief, Senior JAMCO CORPORATION Kazutaka Yoshida Representative Yasuyuki Harada Representative Atsuko Muraki Outside Vice-Minister of Health, Labour and Welfare (Retired as of October 1, 2015) 1

2 <Attached> 1. Changes of s and s 1. Retiring of s and s (As of March 31, 2016 and as of the date of the Ordinary General Meeting of Shareholders in June 2016) 2. Newly Appointed s (As of April 1, 2016) 3. Reappointment, Promotion, and Changes in Assignment of s (As of April 1 and May 1, 2016) 4. Newly Appointed Executive Councillors (As of April 1, 2016) 5. Personnel Change (As of April 1, 2016) 6. Newly Appointed Candidate for s (As of the date of the Ordinary General Meeting of Shareholders in June 2016) 7. Resignation of Corporate Auditor (As of March 31, 2016) 8. Newly Appointed Candidate for Corporate Auditor (As of the date of the Ordinary General Meeting of Shareholders in June 2016) 9. Reappointed Candidate for Corporate Auditor (As the date of the Ordinary General Meeting of Shareholders in June 2016) *s and s (As of April 1, 2016 and the date of Ordinary General Meeting of Shareholders in June 2016) 2. Further Measures in FY2017 to Strengthen Corporate Governance 3. Personnel Changes 2

3 January 21, 2016 Changes of s and s ITOCHU Corporation 1. Retiring of s and s As of April 1, persons (As of March 31, 2016) Ichiro Nakamura Adviser Senior Takao Shiomi Advisory Member Senior Junichi Sasaki Advisory Member Nobuyuki Kizukuri Advisory Member Kunihiro Nakade Adviser Atsushi Katsu Advisory Member Tsutomu Miyazaki Advisory Member 1 person (As of the date of the Ordinary General Meeting of Shareholders in June 2016) As of the date of the Ordinary General Meeting of Shareholders in June 2016 Eizo Kobayashi Chairman Chairman 2. Newly Appointed s 7 persons (As of April 1, 2016) Senior Managing President & Chief, JAMCO CORPORATION Yoshihisa Suzuki Managing Executive Chairman, EDWIN CO., LTD. Officer Yozo Kubo Secretariat Hiroshi Oka Deputy Chief Operating Officer, Metals & Mineral Resources Division Shigetoshi Imai Motonari Shimizu Masato Osugi Tsuchihashi Akira Managing, ITOCHU Textile Prominent (Asia) Ltd.;, China Textile Division, ITOCHU East Asia Bloc; Chairman, ITOCHU Textile (China) Co., Ltd. Chief Operating Officer, Automobile Division CFO, ICT, General Products & Realty Company 3

4 3. Reappointment(29 persons), Promotion(6 persons), and Changes in Assignment(22 persons) of s Tomofumi Yoshida Hitoshi Okamoto As of April 1, 2016 Senior President & CEO, ITOCHU International Inc. Senior CSO & CIO *Promoted s Senior President, ICT, General Products & Realty Company Senior CSO Yuji Fukuda Senior CEO for Asia & Oceania Bloc; President & CEO, ITOCHU Singapore Pte Ltd.; Executive Advisory Officer for CP & CITIC Operations Senior President, Energy & Chemicals Company; CP & CITIC Business Development Department Shuichi Koseki* Senior President, Textile Company; CP & CITIC Business Development Department President, Textile Company; Chief Operating Officer, Brand Marketing Division 2 Eiichi Yonekura* Senior President, Metals & Minerals Company President, Metals & Minerals Company Masahiro Imai* Yoshihisa Suzuki Senior President, Energy & Chemicals Company Senior President, ICT & Financial Business Company Chief Executive for European Operation; CEO, ITOCHU Europe PLC President & Chief, JAMCO CORPORATION Fumihiko Kobayashi Kazutaka Yoshida CAO President, Machinery Company CAO; Human Resources & General Affairs Division Executive Vice President, Machinery Company Tsuyoshi Hachimura Akihiro Ueda Yasuyuki Harada CFO CEO for East Asia Bloc; Chairman, ITOCHU (CHINA) HOLDING CO., LTD.; Chairman, ITOCHU SHANGHAI LTD.; Chairman, BIC President, General Products & Realty Company CFO; Finance Division CEO for East Asia Bloc; Chairman, ITOCHU (CHINA) HOLDING CO., LTD.; Chairman, ITOCHU SHANGHAI LTD.; Chairman, ITOCHU HONG KONG LTD.; Chairman, BIC President & CEO, ITOCHU International Inc. Yozo Kubo Executive Vice President, Food Company Chairman, EDWIN CO., LTD. Isao Kubo* Internal Audit Division Internal Audit Division 4

5 Hiroyuki Tsubai* Hiroyuki Fukano* Chief Executive for European Operation; CEO for Africa Bloc; CEO, ITOCHU Europe PLC Executive Advisory Officer for Kansai District Operation CEO for Africa; ITOCHU Corporation Johannesburg Branch; Managing, ITOCHU Côte d'ivoire SARL; Managing, ITOCHU Nigeria Ltd. Vice President, Machinery Company Akihiko Okada Chief Operating Officer, Steel, Non-Ferrous & Solar Division Chief Operating Officer, Metals & Mineral Resources Division Keita Ishii Executive Vice President, Energy & Chemicals Company; Chief Operating Officer, Chemicals Division Chief Operating Officer, Chemicals Division Masahiro Morofuji Yoichi Ikezoe Executive Vice President, Textile Company; Chief Operating Officer, Brand Marketing Division 1; Deputy CP & CITIC Business Development Department Chairman, ITOCHU HONG KONG LTD.; Senior Officer for Asia & Oceania Bloc; CP & CITIC (Overseas Operation) Chief Operating Officer, Brand Marketing Division 1; Brand Marketing Department 2 Vice President, ITOCHU East Asia Bloc (South China); Senior Officer for ASEAN & South West Asia Bloc; Managing, ITOCHU HONG KONG LTD. Mamoru Seki General Accounting Control Division SVP & CFO, ITOCHU International Inc. Shigetoshi Imai Motonari Shimizu Akira Tsuchihashi CEO for Latin America; President & CEO, ITOCHU Brazil S.A. Chief Operating Officer, Apparel Division 2 CFO, ICT & Financial Business Company; CFO, General Products & Realty Company Deputy Chief Operating Officer, Metals & Mineral Resources Division Managing, ITOCHU Textile Prominent (Asia) Ltd., China Textile Division, ITOCHU East Asia Bloc Chairman, ITOCHU Textile (China) Co., Ltd. CFO, ICT, General Products & Realty Company As of May 1, 2016 As of April 1, 2016 Akira Tsuchihashi CFO, ICT & Financial Business Company Of the 36 current s, all 29 s excluding the 7 retiring s (See "1. Retiring of s and s" ) will be reappointed as s. CFO, ICT & Financial Business Company; CFO, General Products & Realty Company 4. Newly Appointed Executive Councillors 2 persons (As of April 1, 2016) Hideo Nakanishi Managing, JAVA HOLDINGS CO., LTD Shigenobu MatsumotoSenior Officer for ASEAN & South West Asia Bloc (Indo-China Area); Chief Officer for Indo-China Area; President, ITOCHU (Thailand) Ltd.; President, ITOCHU Enterprise (Thailand) Co., Ltd. 5

6 5. Personnel Change As of April.1, 2016 Yoichi Kobayashi Vice Chairman Adviser 1 person (As of April.1, 2016) 6. Newly Appointed Candidate for s 5 persons (As of the date of the Ordinary General Meeting of Shareholders in June 2016) As of the date of the Ordinary General Meeting of Shareholders in June 2016 Masahiro Imai Senior President, Energy & Chemicals Company Chief Executive for European Operation; CEO, ITOCHU Europe PLC Yoshihisa Suzuki Kazutaka Yoshida Yasuyuki Harada Senior President, ICT & Financial Business Company President, Machinery Company President, General Products & Realty Company President & Chief, JAMCO CORPORATION Executive Vice President, Machinery Company President & CEO, ITOCHU International Inc. Atsuko Muraki As of the date of the Ordinary General Meeting of Shareholders in June 2016 Outside Retired as of October.1, 2015 Vice-Minister of Health, Labour and Welfare 7. Resignation of Corporate Auditor As of March.31, person (As of March.31, 2016) Harutoshi Okita Advisory Member Corporate Auditor 8. Newly Appointed Candidate for Corporate Auditor 1 person (As of the date of the Ordinary General Meeting of Shareholders in June 2016) As of the date of the Ordinary General Meeting of Shareholders in June 2016 Kiyoshi Yamaguchi Corporate Auditor President & CEO, ITOCHU FINANCIAL MANAGEMENT INC. 9. Reappointed Candidate for Corporate Auditor 1 person (As of the date of the Ordinary General Meeting of Shareholders in June 2016) As of the date of the Ordinary General Meeting of Shareholders in June 2016 Yoshio Akamatsu Corporate Auditor Corporate Auditor CAO : Chief Administrative Officer CFO : Chief Financial Officer CIO : Chief Information Officer CSO : Chief Strategy Officer 6

7 s and s As of April 1, 2016 s 10, Auditors 4, s 36 s 10 persons Title Eizo Kobayashi Chairman * Masahiro Okafuji President & Chief * Koji Takayanagi * Hitoshi Okamoto * Shuichi Koseki * Eiichi Yonekura * Fumihiko Kobayashi * Tsuyoshi Hachimura ** Ichiro Fujisaki ** Chikara Kawakita * Indicates a representative director ** Indicates an outside director Corporate Auditors 4 persons Yoshio Akamatsu * Shingo Majima * Harufumi Mochizuki * Kentaro Uryu * Indicates an outside corporate auditor s 36 persons Title Position Masahiro Okafuji President & Chief - Koji Takayanagi Executive Vice President President, Food Company Tomofumi Yoshida Senior President & CEO, ITOCHU International Inc. Hitoshi Okamoto Senior CSO & CIO Yuji Fukuda Senior CEO for Asia & Oceania Bloc; President & CEO, ITOCHU Singapore Pte Ltd.; Executive Advisory Officer for CP & CITIC Operations Shuichi Koseki Senior President, Textile Company; CP & CITIC Business Development Department Eiichi Yonekura Senior President, Metals & Minerals Company Masahiro Imai Senior President, Energy & Chemicals Company Yoshihisa Suzuki Senior President, ICT & Financial Business Company Fumihiko Kobayashi CAO Kazutaka Yoshida President, Machinery Company Tsuyoshi Hachimura CFO Akihiro Ueda CEO for East Asia Bloc; Chairman, ITOCHU (CHINA) HOLDING CO., LTD.; Chairman, ITOCHU SHANGHAI LTD.; Chairman, BIC Yasuyuki Harada President, General Products & Realty Company Yozo Kubo Executive Vice President, Food Company Isao Kubo Internal Audit Division Hiroyuki Tsubai Chief Executive for European Operation; CEO for Africa Bloc; CEO, ITOCHU Europe PLC Hiroyuki Fukano Executive Advisory Officer for Kansai District Operation 7

8 Title Position Mitsuru Ike (Chino) General Counsel Akihiko Okada Chief Operating Officer, Steel, Non-Ferrous & Solar Division Keita Ishii Executive Vice President, Energy & Chemicals Company; Chief Operating Officer, Chemicals Division Masahiro Morofuji Executive Vice President, Texitile Company; Chief Operating Officer, Brand Marketing Division 1; Deputy CP & CITIC Business Development Department Hiroaki Kawashima General Manager for Chubu Area Takeshi Takasugi Vice President, Food Company; Chief Operating Officer, Provisions Division; Deputy CP & CITIC Business Development Department Yoichi Ikezoe Chairman, ITOCHU HONG KONG LTD.; Senior Officer for Asia & Oceania Bloc; CP & CITIC (Overseas Operation) Shiro Hayashi Chief Operating Officer, Apparel Division 1 Hiroshi Sato Chief Operating Officer, Plant Project, Marine & Aerospace Division Mamoru Seki General Accounting Control Division Tomoyuki Takada Corporate Communications Division Takashi Yasuda Chief Operating Officer, Energy Division Hiroyuki Kaizuka Corporate Planning & Administration Division Hiroshi Oka Secretariat Shigetoshi Imai CEO for Latin America; President & CEO, ITOCHU Brasil S.A. Motonari Shimizu Chief Operating Officer, Apparel Division 2 Masato Osugi Chief Operating Officer, Automobile Division Akira Tsuchihashi CFO, ICT & Financial Business Company; CFO, General Products & Realty Company 8

9 s 14 persons Title * Masahiro Okafuji President & Chief * Koji Takayanagi * Hitoshi Okamoto * Shuichi Koseki * Eiichi Yonekura * Masahiro Imai * Yoshihisa Suzuki * Fumihiko Kobayashi * Kazutaka Yoshida * Tsuyoshi Hachimura * Yasuyuki Harada ** Ichiro Fujisaki ** Chikara Kawakita ** Atsuko Muraki * Indicates a representative director ** Indicates an outside director Corporate Auditors 5 persons Yoshio Akamatsu Kiyoshi Yamaguchi * Shingo Majima * Harufumi Mochizuki * Kentaro Uryu * Indicates an outside corporate auditor s and s As of the date of the Ordinary General Meeting of Shareholders in June 2016 s 14, Auditors 5, s 36 s 36 persons Title Position Masahiro Okafuji President & Chief - Koji Takayanagi Executive Vice President President, Food Company Tomofumi Yoshida Senior President & CEO, ITOCHU International Inc. Hitoshi Okamoto Senior CSO & CIO Yuji Fukuda Senior CEO for Asia & Oceania Bloc; President & CEO, ITOCHU Singapore Pte Ltd.; Executive Advisory Officer for CP & CITIC Operations Shuichi Koseki Senior President, Textile Company; CP & CITIC Business Development Department Eiichi Yonekura Senior President, Metals & Minerals Company Masahiro Imai Senior President, Energy & Chemicals Company Yoshihisa Suzuki Senior President, ICT & Financial Business Company Fumihiko Kobayashi CAO Kazutaka Yoshida President, Machinery Company Tsuyoshi Hachimura CFO Akihiro Ueda CEO for East Asia Bloc; Chairman, ITOCHU (CHINA) HOLDING CO., LTD.; Chairman, ITOCHU SHANGHAI LTD.; Chairman, BIC Yasuyuki Harada President, General Products & Realty Company Yozo Kubo Executive Vice President, Food Company Isao Kubo Internal Audit Division Hiroyuki Tsubai Chief Executive for European Operation; CEO for Africa Bloc; CEO, ITOCHU Europe PLC Hiroyuki Fukano Executive Advisory Officer for Kansai District Operation 9

10 Title Position Mitsuru Ike (Chino) General Counsel Akihiko Okada Chief Operating Officer, Steel, Non-Ferrous & Solar Division Keita Ishii Executive Vice President, Energy & Chemicals Company; Chief Operating Officer, Chemicals Division Masahiro Morofuji Executive Vice President, Texitile Company; Chief Operating Officer, Brand Marketing Division 1; Deputy CP & CITIC Business Development Department Hiroaki Kawashima General Manager for Chubu Area Takeshi Takasugi Vice President, Food Company; Chief Operating Officer, Provisions Division; Deputy CP & CITIC Business Development Department Yoichi Ikezoe Chairman, ITOCHU HONG KONG LTD.; Senior Officer for Asia & Oceania Bloc; CP & CITIC (Overseas Operation) Shiro Hayashi Chief Operating Officer, Apparel Division 1 Hiroshi Sato Chief Operating Officer, Plant Project, Marine & Aerospace Division Mamoru Seki General Accounting Control Division Tomoyuki Takada Corporate Communications Division Takashi Yasuda Chief Operating Officer, Energy Division Hiroyuki Kaizuka Corporate Planning & Administration Division Hiroshi Oka Secretariat Shigetoshi Imai CEO for Latin America; President & CEO, ITOCHU Brasil S.A. Motonari Shimizu Chief Operating Officer, Apparel Division 2 Masato Osugi Chief Operating Officer, Automobile Division Akira Tsuchihashi CFO, ICT & Financial Business Company 10

11 2. Further Measures in FY2017 to Strengthen Corporate Governance ITOCHU Corporation has implemented various measures to strengthen its corporate governance, such as appointment of two outside directors since 2011 and establishment of the Governance and Remuneration Committee and the Nomination Committee in 2015 as advisory committees to the Board of s. As a result of ongoing discussion at the Board of s to improve our governance structure, we have decided to implement the following measures in FY2017: 1. Increased Number of Outside s As described in today s announcement on changes in directors for FY2017, the Board of s will consist of total 3 outside directors, increased from 2 outside directors which are currently elected. The Board of s will continue to discuss adequate composition of the Board for years after FY2017 taking into consideration, among others, results of Board evaluations. 2. Strengthening Nomination Committee To strengthen supervisory function of the Nomination Committee, from FY2017, an outside director will serve as chairman of the Nomination Committee and half or more of its members will consist of outside directors and outside corporate auditors. 3. Supervision of Succession Planning The Nomination Committee (as reorganized in FY2017) will, upon reviewing succession planning of our President & CEO, supervise implementation of the succession planning in an adequate manner. 4. Board Evaluation ITOCHU Corporation will periodically conduct evaluation of effectiveness of the Board of s and will disclose summary of such evaluation. As for FY2016, we will conduct Board evaluation with assistance from an outside advisor and will disclose summary of such evaluation at our website and through other means. While the measurers to be taken in FY2017 to strengthen corporate governance are as described above, ITOCHU Corporation will continue to evaluate and improve its corporate governance so that it best suits us in any given moment and time. 11

12 January 21, Personnel Changes ITOCHU Corporation Kazuo Nakajima As of February 1, 2016 Managing, Vehicles Middle East FZCO Manager, Isuzu Business Section No.5, Isuzu Business Department No. 2 As of March 1, 2016 Katsuhiko Hoshikawa President, ITOCHU France S.A.S. Plant Project Department As of April 1, 2016 Kensuke Hosomi Chief Operating Officer, Deputy Brand Marketing Division 2 CP&CITIC Business Development Department Shuzaburo Tsuchihashi Chief Operating Officer, Mineral Resources Division Chief Operating Officer, Coal, Nuclear Fuel & Solar Division Hisato Okubo Planning & Administration Department, Energy & Chemicals Company; CP&CITIC Business Development Department Deputy Chief Operating Officer, Energy Division Minoru Araki Planning & Administration Department, General Products & Realty Company; CP&CITIC Business Development Department Planning & Administration Department, ICT, General Products & Realty Company Masatoshi Maki Chief Operating Officer, Construction, Realty & Logistics Division Deputy Chief Operating Officer, Construction, Realty & Logistics Division 12

13 Tadayoshi Yamaguchi Planning & Administration Department, ICT & Financial Business Company; CP&CITIC Business Development Department Financial Business Department Ichiro Watanabe Deputy CIO; IT Planning Division IT Planning Division Toshiyuki Kakimi Masahide Itou Human Resources & General Affairs Division; HR Compensation & Appraisal Department, Human Resources & General Affairs Division Finance Division; Corporate Finance Department, Finance Division Deputy Human Resources & General Affairs Division; Planning & Administration Department, Human Resources & General Affairs Division Deputy Finance Division; Corporate Finance Department, Finance Division Makoto Sawanoi General Manager for Hokkaido Area Food Products Marketing & Development Department Hiroshi Akiba General Manager for Tohoku Area Deputy Chief Operating Officer, Coal, Nuclear Fuel & Solar Division Tatsushi Shingu Satoshi Watanabe SVP & CAO, ITOCHU International Inc.; SVP & Corporate Planning Division, ITOCHU International Inc.; President & CEO, ITOCHU Canada Ltd. SVP & CFO, ITOCHU International Inc.; SVP & Finance Division, ITOCHU International Inc. Deputy Chief Operating Officer, ICT Division; Planning & Administration Department, ICT, General Products & Realty Company; CP&CITIC Business Development Department VP & Finance Division, ITOCHU International Inc. Toshikazu Otani Deputy Chief Executive for Africa; ITOCHU Corporation, Johannesburg Branch; Managing, ITOCHU Nigeria Ltd. Marine Products Department 13

14 Ryohei Suda Koichi Mori Takuya Suzuki CEO for Middle East Bloc, ITOCHU Corporation Middle East Headquarters; Chairman, ITOCHU Middle East FZE; ITOCHU Corporation, Dubai Branch President, ITOCHU Middle East FZE Vice President, ITOCHU East Asia Bloc (North China); Managing, ITOCHU (China) Holding Co., Ltd. Deputy Chief Operating Officer, Chemicals Division Monitoring & Review Sect.; Assistant to CFO, Textile Company; Internal Audit Division ITOCHU (Qingdao) Co., Ltd. Hiroshi Machidera Vice President, ITOCHU East Asia Bloc (South China); Managing, ITOCHU Hong Kong Ltd., China ICT, General Products & Realty Div., ITOCHU East Asia Bloc; ITOCHU Shanghai Ltd. Shigenobu Matsumoto Deputy CEO for Asia & Oceania Bloc (Indo-China Area); Chief Officer for Indo-China Area; President, ITOCHU(Thailand) Ltd.; President, ITOCHU Enterprise (Thailand) Ltd. Senior Officer for ASEAN & South West Asia Bloc (Indo-China Area) ; Chief Officer for Indo-China Area; President, ITOCHU(Thailand) Ltd.; President, ITOCHU Enterprise (Thailand) Ltd. Ichiro Kurashige Toshiyuki Yotsui Senior Officer for Asia & Oceania Bloc (Vietnam Area) ; Chief Officer for Vietnam Area; General, ITOCHU Vietnam Company Limited Managing & Chief, ITOCHU Australia Ltd.; Managing & CEO, ITOCHU Minerals & Energy of Australia Pty Ltd. Paper Products & Material Department Managing & CEO, ITOCHU Minerals & Energy of Australia Pty Ltd. Tsuguyoshi Nakatani President & CEO, ITOCHU Metals Corporation &, ITOCHU Metals Corporation Masaki Hayashi President & CEO, Brazil Japan Iron Ore Corporation CEO for Oceania; Managing & Chief, ITOCHU Australia Ltd. 14

15 Ryoichi Ichihara Managing, ITOCHU Textile Prominent(Asia) Ltd. Manager, Brand Marketing Sect.5, Brand Marketing Department 2 As of May 1, 2016 Tatsuya Izumi CFO, Textile Company Chief Financial Officer for ASEAN & South West Asia Bloc; Vice President, ITOCHU Singapore Pte, Ltd. Ikuya Hirano CFO, Machinery Company Chief Corporate Administration Officer for European Operation; ITOCHU Europe PLC. Norio Matsui CFO, Metals & Minerals Company Chief Corporate Administration Officer for Latin America; ITOCHU Brasil S.A. Satoshi Nakajima CFO, Energy & Chemicals Company Investor Relations Department Makoto Kyoda CFO, Food Company Deputy CFO, Food Company Noboru Fukushima Masanori Omori CFO, General Products & Realty Company Global Risk Management Division Deputy General Accounting Control Division; Planning & Control Department, General Accounting Control Division Chief Corporate Administration Officer, ITOCHU East Asia Bloc;, China Corporate Administration Div., ITOCHU East Asia Bloc; ITOCHU Shanghai Ltd. 15

Changes in President and Members of the Board

Changes in President and Members of the Board January 18, 2018 This document is an English translation of a statement written initially in Japanese. The Japanese original should be considered as the primary version. ITOCHU Corporation (Code No. 8001,