Jun 30, 2022
TechnoPro Holdings, Inc. (the “Company”) has announced that the Board of Directors has resolved at a meeting held today that the Company will make a transition from a company with audit & supervisory board (the statutory auditor system) to a company with audit & supervisory committee, as follows. The transition will be conditional on approval of the 17th Annual General Meeting of Shareholders to be held on September 29, 2022.
1. Purpose of Transition
Through the transition to a company with audit & supervisory committee, the Company will make a continuous effort to strengthen its corporate governance system, aiming to achieve sustainable growth and increase its corporate value.
(1) Strengthen audit and supervisory functions
To strengthen audit and supervisory functions on its Board of Directors, the Company will 1) have the audit & supervisory committee, the majority of whose members are outside directors, assume the role of auditing and supervising the legality and appropriateness of the business execution by directors, and 2) provide voting rights at the Board of Directors meetings to directors who are audit & supervisory committee members. The Company pursues even greater transparency in its management process, aiming to build a corporate governance system that more accurately meets the expectations of its stakeholders.
(2) Expedite decision making and business execution
The Company with audit & supervisory committee enables it to delegate to executive directors a considerable portion of the Board of Directors’ authority regarding business execution, with a view to speeding up decision making and business execution under the appropriate supervision of the Board of Directors.
2. Timing of Transition
The Company plans to make a transition to a company with audit & supervisory committee after the approvals of the necessary changes to the Article of Incorporation and other related proposals at the 17th Annual General Meeting of Shareholders to be held on September 29, 2022.
The details of the changes to the Articles of Incorporation associated with the transition and the appointment of directors will be announced as soon as they are determined.
(Note on translation)
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