June 1, 2018
To whom it may concern
Yahoo Japan Corporation
Manabu Miyasaka
President and Representative Director
Stock Code: 4689
Notification on Appointment of Directors
Yahoo Japan Corporation (the "Company") hereby announces that the Board of Directors resolved, at its meeting held today, the prospective appointment of directors as indicated below. Please note that this is expected to be officially determined with the approval of the shareholders at the 23rd Ordinary General Meeting of the Shareholders to be held on June 25, 2018.
1. Name of the newly appointed director candidate (serving on the Audit and Supervisory Committee), profile and reason for nomination:
Mr. Kazuhiko Fujihara, a director serving on the Audit and Supervisory Committee, will retire by resignation at the conclusion of the 23rd Ordinary General Meeting of the Shareholders to be held on June 25, 2018. Therefore, the Company proposes at the said Ordinary General Meeting of the Shareholders the election of one (1) director serving on the Audit and Supervisory Committee as a substitute for Mr. Kazuhiko Fujihara.
Pursuant to Article 21 of the Company's Articles of Incorporation, the term of office of the director serving on the Audit and Supervisory Committee to be elected as substitute will be until the expiration of the term of office of the retiring director serving on the Audit and Supervisory Committee (June 2019).
(1) Kazuko Kimiwada
September 1982 Passed the second stage of the Certified Public Accountant examination
April 1983 | Joined Deloitte Haskins & Sells Certified Public Accountant Joint |
Firm (currently Deloitte Touche Tohmatsu LLC) | |
August 1986 | Passed the third stage of the Certified Public Accountant |
examination and registered as a Certified Public Accountant | |
April 1995 | Joined Mallinckrodt Medical Co., Ltd. |
Manager, Management Division | |
February 1996 | Joined SoftBank Corp. Japan (currently SoftBank Group Corp.) |
Accounting Section Manager, Finance & Accounting | |
Department | |
October 2000 | General Manager, Accounting Department, SoftBank Corp. |
(currently SoftBank Group Corp.)
November 2004 General Manager, Accounting Department and Group
Management Department, SoftBank Corp. (currently SoftBank Group Corp.)
April 2007
July 2012
General Manager, Accounting Department and Internal Control Department, SoftBank Corp. (currently SoftBank Group Corp.) Corporate Officer, General Manager, Accounting Department and Internal Control Department, SoftBank Corp. (currently SoftBank Group Corp.)
June 2014
Audit & Supervisory Board Member, SoftBank Mobile Corp. (currently SoftBank Corp.; to present)
September 2016 Corporate Officer, Head of Accounting Unit, General Manager,
Accounting Department and Internal Control Department, SoftBank Group Corp.
June 2017
Executive Corporate Officer, Head of Accounting Unit, SoftBank Group Corp. (to present)
Reason for nomination
Ms. Kazuko Kimiwada is an experienced Certified Public Accountant and concurrently serves as Executive Corporate Officer, Head of Accounting Unit of the SoftBank Group Corp., the parent company of the Company. The Company has elected her for appointment as a candidate for a director serving on the Audit and Supervisory Committee of the Company, based on her abundant knowledge and experience in the finance and accounting field
2. Name of the candidates for substitute directors, profile and reason for nomination:
In preparation for situations where the number of directors serving on the Audit and Supervisory Committee falls short of the number stipulated by laws and regulations, the Company proposes at the 23rd Ordinary General Meeting of the Shareholders to be held on June 25, 2018, the election of Mr. Hiroshi Tobita to substitute Mr. Shingo Yoshii and Ms. Hiromi Onitsuka-Baur, outside directors serving on the Audit and Supervisory Committee, and Mr. Hiroshi Morikawa to substitute Ms. Kazuko Kimiwada, a director serving on the Audit and Supervisory Committee, whose election is proposed at the said Ordinary General Meeting of the Shareholders.
(1) Hiroshi Tobita
April 1997 | Registered as Attorney-at-law (Tokyo Bar Association) |
April 1997 | Joined Saotome Goro Law Office |
March 2000 | Joined Nishimura & Partners (currently Nishimura & Asahi) |
August 2010 | Opened Tobita Hiroshi Law Office |
November 2010 | Merged with Wisdom Law Office |
June 2015 | Representative Partner, Tobita & Partners LPC (to present) |
June 2015 | Outside Auditor, Daiwa House Asset Management Co., Ltd. (to |
present) | |
June 2015 | Independent Outside Director, Audit and Supervisory Committee |
Member, MUTOH Holdings Co., Ltd. (to present) |
Reason for nomination
Mr. Hiroshi Tobita has many years of activity as attorney-at-law and currently serves as representative partner of Tobita & Partners LPC. The Company has elected him for appointment as a candidate for a substitute outside director serving on the Audit and Supervisory Committee of the Company, based on his abundant knowledge and experience in the legal and corporate governance fields.
Mr. Hiroshi Tobita satisfies the requirements of an independent director as prescribed by the Tokyo Stock Exchange, Inc. If he is elected as outside director, the Company intends to notify him as an independent director to the Tokyo Stock Exchange, Inc.
(2) Hiroshi Morikawa
March 1995 | Joined Tokyo Gas Co., Ltd. |
September 2000 | Joined SoftBank Corp. Japan (currently SoftBank Group Corp.) |
Consolidation Accounting Group, Accounting Department | |
April 2004 | Registered as a Certified Public Accountant |
July 2004 | Manager, Consolidation Accounting Group, Accounting Department, |
SoftBank Corp. (currently SoftBank Group Corp.) | |
September 2009 | Manager, Managerial Accounting Group, Accounting Department, |
SoftBank Corp. (currently SoftBank Group Corp.) | |
September 2012 | Deputy General Manager, Accounting Department and Manager, |
Managerial Accounting Group, SoftBank Corp. (currently SoftBank | |
Group Corp.) | |
September 2016 | Deputy General Manager, Accounting Department and Manager, |
Managerial Accounting Group, SoftBank Group Corp. | |
July 2017 | General Manager, Accounting Department, SoftBank Group Corp. |
(to present) |
Reason for nomination
Mr. Hiroshi Morikawa is a Certified Public Accountant and currently serves as General
Manager of Accounting Department of the SoftBank Group Corp., the parent company of the Company. The Company has elected him for appointment as a candidate for a substitute director serving on the Audit and Supervisory Committee of the Company, based on his abundant knowledge and experience in the finance and accounting field.
3. Name of director scheduled to retire
Director Jonathan Bullock is scheduled to retire from the director of the Company at the conclusion of the 23rd Ordinary General Meeting of the Shareholders.
Disclaimer
This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.
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Yahoo! Japan Corporation published this content on 01 June 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 June 2018 08:52:03 UTC