Epson Partially Amends Corporate Governance Policy
- TOKYO, Japan, June 26, 2020 -
Seiko Epson Corporation (TSE: 6724, "Epson") announced that its Board of Directors, at a meeting held on June 25, 2020, approved amendments to the Corporate Governance Policy, a statement of the basic principles and framework for corporate governance within Epson.
Epson, which established the policy in September 2015 and has subsequently updated it as needed, strives to continuously enhance and strengthen corporate governance so as to realize transparent, fair, fast, and decisive decision-making to achieve the goals declared in the Management Philosophy, promote sustainable growth, and increase corporate value over the medium and long terms.
Epson recently decided to partially amend the policy due to the discontinuation (annulment) of countermeasures to large-scale acquisitions of Seiko Epson shares (takeover defense measures) and to clarify its director appointment policy.
See the amended Corporate Governance Policy at the link below.
corporate.epson/en/sustainability/governance/pdf/epson_internal_control_system_e.pdf(PDF,430KB)
Epson will continue to review and amend the Corporate Governance Policy as needed to ensure effective corporate governance that reflects prevailing social imperatives and the operating environment.
The amendments to the policy are shown below.
(Amendments are underlined)
| Before the revision | After the revision |
|---|---|
| Introduction <Omitted> | Introduction <Unchanged> |
| Article 1 - Article 6 <Omitted> | Article 1 - Article 6 <Unchanged> |
| Article 7: Anti-Takeover Measures 7.1 When introducing, updating, and implementing "Countermeasures to Large-Scale Acquisitions of Seiko Epson Shares" (anti-takeover measures), Epson shall guarantee appropriate procedures to preserve and increase Epson's corporate value and the mutual interests of the Company and its shareholders. Furthermore, Epson shall provide shareholders with a sufficient explanation. |
Article 7: Responding to Large-Scale Acquisitions of Seiko Epson Shares 7.1 Whether to accept a bid to purchase a number of shares that would give the acquirer control over the Company's financial and business policies ("large-scale acquisition" hereafter) should ultimately be decided by the shareholders. 7.2 Epson shall ask persons who attempt to make large-scale acquisitions of Company shares to provide a sufficient amount of the information needed to determine the desirability of the large-scale acquisition from the perspective of ensuring and enhancing corporate value and the common interests of shareholders, after which Epson shall disclose the opinions of the Company's Board of Directors regarding the proposed large-scale acquisition, thereby doing its due diligence to provide shareholders with the time and information they need to consider the desirability of the large-scale acquisition. The Company shall also take appropriate actions based on the Financial Instruments and Exchange Act, the Companies Act, and other applicable laws and regulations. |
| Article 8 - Article 18 <Omitted> | Article 8 - Article 18 <Unchanged> |
| Article 19: Composition of the Board of Directors 19.1 <Omitted> 19.2 Epson believes that a diverse Board of Directors is useful for facilitating substantive board discussions that cover all angles. The board should be well balanced and composed of persons who combine a broad spectrum of knowledge, experience, and skill, without regard for gender, nationality, age, etc. |
Article 19: Composition of the Board of Directors 19.1 <Unchanged> 19.2 Epson believes that a diverse Board of Directors is useful for facilitating substantive board discussions that cover all angles and shall maintain a board that is well-balanced and composed of persons who combine a broad spectrum of knowledge, experience, and skill in their respective areas of expertise, without regard to gender, race, ethnicity, country of origin, nationality, cultural background, age, etc. |
| Article 20 - Article 30 <Omitted> | Article 20 - Article 30 <Unchanged> |
| Appendix 1, Appendix 2 <Omitted> | Appendix 1, Appendix 2 <Unchanged> |
About Epson
Epson is a global technology leader dedicated to becoming indispensable to society by connecting people, things and information with its original efficient, compact and precision technologies. The company is focused on driving innovations and exceeding customer expectations in inkjet, visual communications, wearables and robotics. Epson is proud of its contributions to realizing a sustainable society and its ongoing efforts to realizing the United Nations' Sustainable Development Goals.
Led by the Japan-based Seiko Epson Corporation, the worldwide Epson Group generates annual sales of more than JPY 1 trillion
corporate.epson/en/
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