March 10, 2022
To whom it may concern:
Company Name: Hoosiers Holdings
Representative: Tetsuya Hirooka, CEO and President
(Stock Code: 3284 Tokyo Stock Exchange First Section)
Contact: Yoshiro Narukami, Head of Business Planning Section
Telephone: +81-3-3287-0704
Notice of Changes in (Addition of) Representative Director, Executive Officer System
and Transition to a Company with An Audit & Supervisory Committee
At the Board of Directors meeting held on March 10, 2022, the Company resolved on the changes in representative director and the executive officer system effective April 1, 2022 and a plan to transition to a company with an Audit & Supervisory Committee subject to an approval at the 9th Annual Meeting of Shareholders to be held in June 2022.
We also announce new officers, including executive officers, to take office on April 1, 2022 and candidates for directors after the transition to a company with an Audit & Supervisory Committee (to be submitted as a proposal to the 9th Annual Meeting of Shareholders).
1. Change in (Addition of) Representative Director
(1) Reason for the change
As announced on May 13, 2021, we are implementing strategies in the five-yearMedium-Term Management Plan ("Plan") from the fiscal year ending March 31, 2022, and are so far mostly in line with the Plan. To aim at more successful results for the remainder of the Plan and achieve the targets for the final fiscal year, we will add another representative director to have two in total.
Mr. Eiichi Ogawa, who will become the new President and Representative Director (COO) will demonstrate leadership to promote the Plan more proactively with "Development" and "Housing" at our core segment by leveraging his abundant experience and extensive insight acquired while serving as the President of Hoosiers Corporation, a major operating company over the years.
Meanwhile, Mr. Tetsuya Hirooka, who will become the Chairman and Representative Director (Group CEO), will continue to take charge of business execution from a viewpoint of the founder. Taking advantage of his extensive insight into the real estate business, he will oversee the Group's business portfolio strategy for the sustainable growth from a medium- to long-term perspective, as well as creation of an organization including the succession plan to foster future leaders.
(2) Detail of changes
Name | New title | Current title |
Tetsuya Hirooka | Chairman and Representative | CEO and President |
Director, Group CEO | ||
President and Representative | ||
Eiichi Ogawa | Director, Chief Operating | Managing Director |
Officer |
- Effective date April 1, 2022
- Biography of the New Representative Director
Name | Eiichi Ogawa |
Date of birth | December 6, 1964 |
Share ownership | 53,900 shares of Hoosiers Holdings (As of September 30, 2021) |
Apr. 1988 | Joined Recruit Cosmos Co., Ltd. (currently Cosmos Initia Co., Ltd.) |
July 2001 | Joined Hoosiers Corporation |
Feb. 2002 | Director, Hoosiers Corporation |
July 2009 | Representative Director, A-one corporation co., Ltd. |
Apr. 2016 | Director, Hoosiers Corporation |
Apr. 2017 | President, Hoosiers Corporation (incumbent) |
June 2019 | Director |
June 2021 | Managing Director (incumbent) |
2. Change of the Executive Officer System
(1) Reason for the change
We will change the executive officer system effective April 1, 2022 to promote separation of the managerial decision-making and supervisory functions and the business execution function, enhance the Board of Directors' function to supervise management and accelerate the management's decision making related to business execution.
Specifically, all internal directors will serve concurrently as executive officers to clarify business execution functions. We also appoint presidents, etc. of the Group's major subsidiaries as executive officers to enhance and accelerate the execution function.
With the creation of new positions of executive officers with titles, there will be executive officers who will concurrently serve as Chairman, President, Senior Managing Executive Officer, Managing Executive Officer, in addition to Executive Officer. They will be appointed through a combination of delegation-based system and employment-based system.
(2) New officers after April 1
New officers and executive officers after April 1, 2022 are as follows:
Name | New Position | Role | Significant concurrent |
position | |||
Tetsuya Hirooka | Chairman and Representative | Group CEO | |
Director, Executive Officer | |||
Eiichi Ogawa | President and Representative | COO | CEO and President, |
Director, Executive Officer | Hoosiers Corporation | ||
Director and Senior Managing | CEO and President, | ||
Tsutomu Ikuma | CFO | Hoosiers Wellness & | |
Executive Officer | |||
Sports Co., Ltd. | |||
Yoshinori Watanabe | Outside Director (Independent) | ||
Masatoshi An | Outside Director (Independent) | ||
Shoji Tsuboyama | Outside Director (Independent) | ||
Atsuhiro Imai | Full-time Auditor | ||
Yasue Kaneko | Auditor | ||
Mieko Hayakawa | Outside Auditor (Independent) | ||
Masatoshi Sakaki | Outside Auditor (Independent) | ||
In charge of Real | CEO and President, | ||
Yukio Fujii | Managing Executive Officer | Estate Investment | Hoosiers Asset |
Business | Management | ||
In charge of Real | Senior Vice President , | ||
Hoosiers Corporation | |||
Toshiya Mori | Managing Executive Officer | Estate Development | |
CEO and President, | |||
Business | |||
IEA Co., Ltd. | |||
Yutaka Higashino | Managing Executive Officer | In charge of | |
Administration | |||
CEO and President, | |||
In charge of | Hoosiers Care Design | ||
Masaki Okubo | Executive Officer | Condominium | Co., Ltd. |
Management and | CEO and President, | ||
Related Services | Hoosiers Living Service | ||
Co., Ltd. | |||
Masashi Kinoshita | Executive Officer | In charge of Overseas | |
Business | |||
In charge of | |||
Jin Seike | Executive Officer | Organization/HR | |
Development | |||
Yoshiro Narukami | Executive Officer | In charge of Business | |
Planning/IR | |||
3. Transition to a Company with an Audit & Supervisory Committee and Candidates for Directors
(1) Purpose of transition
We have decided to transition to a company with an Audit & Supervisory Committee whereby we will set up an Audit & Supervisory Committee made up of a majority of outside directors and grant voting rights at the Board of Directors meetings to directors who are Audit & Supervisory Committee members, with an aim to enhance the Board of Directors' function to supervise executive persons, secure effective audit system, enable speedy business execution by management and further enhance corporate governance.
(2) Timing of transition
The Company will transition to a company with an Audit & Supervisory Committee once the approval for the transition and the necessary amendments to the Articles of Incorporation is obtained at the 9th Annual Meeting of Shareholders to be held in June 2022.
(3) Other
Details of amendments to the Articles of Incorporation associated with the transition will be announced as soon as they are decided.
-
Candidates for directors after the transition to a company with an Audit & Supervisory Committee
(To be submitted as a proposal to the Company's 9th Annual Meeting of Shareholders to be held in June 2022)
Name | New title | Current title |
(As of April 1, 2022) | ||
Tetsuya Hirooka | Chairman and Representative Director, | No change |
Executive Officer | ||
Eiichi Ogawa | President and Representative Director, | No change |
Executive Officer | ||
Tsutomu Ikuma | Director and Senior Managing | No change |
Executive Officer | ||
Masatoshi An | Outside Director | No change |
Shoji Tsuboyama | Outside Director | No change |
Atsuhiro Imai | Director, Audit & Supervisory | Full-time Auditor |
Committee Member | ||
Mieko Hayakawa | Outside Director, Audit& Supervisory | Outside Auditor |
Committee Member | ||
Masatoshi Sakaki | Outside Director, Audit& Supervisory | Outside Auditor |
Committee Member | ||
Yoshinori Watanabe | Outside Director, Audit& Supervisory | Outside Director |
Committee Member | ||
*Ms. Yasue Kaneko, Auditor, will retire from office upon conclusion of the 9th Annual Meeting of Shareholders.
End
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Hoosiers Holdings Co. Ltd. published this content on 10 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2022 07:12:06 UTC.