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

  1. Effective date April 1, 2022
  2. 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.

  1. 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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Disclaimer

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.