Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
  1. Homepage
  2. Equities
  3. Japan
  4. Japan Exchange
  5. Makita Corporation
  6. News
  7. Summary
    6586   JP3862400003

MAKITA CORPORATION

(6586)
  Report
SummaryChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

Makita : Notice on Partial Amendments to the Articles of Incorporation

04/27/2021 | 02:19am EST

April 27, 2021

Company name:

Makita Corporation

Representative:

Munetoshi Goto, President, Representative Director

Stock ticker code:

6586

Notice on Partial Amendments to the Articles of Incorporation

As stated in "Notice on Establishment of Nomination and Compensation Committee and Transition to a Company with an Audit and Supervisory Committee" dated December 18, 2020, Makita Corporation (hereinafter referred to as "Makita") has resolved on a policy of transitioning from its current system of a Company with an Audit & Supervisory Board to a Company with an Audit & Supervisory Committee upon the condition that the transition is approved at the 109th Ordinary General Meeting of Shareholders scheduled on June 25, 2021 (hereinafter referred to as the "Ordinary General Meeting of Shareholders").

Accordingly, Makita hereby announces that the Board of Directors resolved, at a meeting held today, to submit "Partial Amendments to the Articles of Incorporation" as an agenda item to the Ordinary General Meeting of Shareholders as follows.

I. Purpose of the Amendments to the Articles of Incorporation

    1. Makita has strengthened the supervisory function of the Board of Directors by appointing multiple Independent Outside Directors. With the aim of further strengthening the supervisory function of the Board of Directors and further enhancing the corporate governance system, we would like to transition to a Company with an Audit & Supervisory Committee. Along with this transition, amendments shall be made to the Articles of Incorporation, including the establishment of new provisions regarding the Directors who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee, and the deletion of provisions regarding the Audit & Supervisory Board Members and the Audit & Supervisory Board.
    2. In order for Directors to fully demonstrate their expected roles, new provisions shall be established to enable partial exemption of Directors from their liability to the extent permitted by applicable laws and regulations, by a resolution of the Board of Directors, in accordance with Article 426, Paragraph 1 of the Companies Act.
      Furthermore, pursuant to the Act Partially Amending the Companies Act (Act No. 90 of 2014), which came into force on May 1, 2015, changes were made to the scope of Directors who may enter into liability limitation agreements. Accordingly, Article 28 of the current Articles of Incorporation shall be amended to enable the Corporation to enter into liability limitation agreements with Non-Executive Directors. All Audit & Supervisory Board Members have agreed to the proposed establishment of and amendments to these provisions.
    3. In order to attain flexible execution of capital and dividend policies, Articles 32 and 33 of the proposed amendments shall be newly established, and Article 7 of the current Articles of Incorporation, which overlaps with certain parts of Article 32 of the proposed amendments, shall be deleted, so that matters including dividends from surplus may be carried out by a resolution of the Board of Directors, in accordance with Article 459, Paragraph 1 of the Companies Act.
    4. Other necessary amendments shall also be made, such as changes to the numbering of articles in line with the above amendments.
  1. Details of the Amendments to the Articles of Incorporation

The details of the amendments are as shown in the attachment.

The amendments to Articles of Incorporation shall come into force at the conclusion of the Ordinary General Meeting of Shareholders.

Ⅲ. Schedule

Date of the General Meeting of Shareholders to discuss the amendments to the Articles of Incorporation: June 25, 2021 (schedule)

Effective date of the amendments to the Articles of Incorporation: June 25, 2021 (schedule)

English Translation of press release originally issued in Japanese

1

(Portions to be amended are underlined.)

Current Articles of Incorporation

Proposed Amendments

CHAPTER I

CHAPTER I

GENERAL PROVISIONS

GENERAL PROVISIONS

Article 1. to Article 3.

(Omitted)

Article 1. to Article 3.

(Unchanged)

Article 4. (Organizations)

Article 4. (Organizations)

In addition to the general meetings of shareholders and Directors,

In addition to the general meetings of shareholders and Directors,

the Company shall have the following organizations:

the Company shall have the following organizations:

(1)

Board of Directors

(1)

Board of Directors

(2)

Audit & Supervisory Board Members

(2)

Audit & Supervisory Committee

(3)

Audit & Supervisory Board

(Deleted)

(4)

Accounting Auditors

(3)

Accounting Auditors

Article 5.

(Omitted)

Article 5.

(Unchanged)

CHAPTER II

CHAPTER II

SHARES

SHARES

Article 6.

(Omitted)

Article 6.

(Unchanged)

Article 7. (Acquisition of treasury stock)

(Deleted)

The Company may, by a resolution of the Board of Directors,

purchase shares of the Company by market transactions of other

permitted methods pursuant to Article 165, Paragraph 2 of the

Companies Act.

Article 8. to Article 11.

(Omitted)

Article 7. to Article 10.

(Unchanged)

English Translation of press release originally issued in Japanese

2

Current Articles of Incorporation

Proposed Amendments

CHAPTER III

CHAPTER III

GENERAL MEETINGS OF SHAREHOLDERS

GENERAL MEETINGS OF SHAREHOLDERS

Article 12. to Article 17. (Omitted)

Article 11. to Article 16. (Unchanged)

CHAPTER IV

CHAPTER IV

DIRECTORS AND BOARD OF DIRECTORS

DIRECTORS AND BOARD OF DIRECTORS

Article 18. (Number)

Article 17. (Number)

The Company shall have not more than fifteen (15) Directors.

(1)The Company shall have not more than fifteen (15)

Directors (excluding Directors who are Audit & Supervisory

Committee Members).

(New)

(2) The Company shall have not more than five (5) Directors

who are Audit & Supervisory Committee Members.

Article 19. (Election)

Article 18. (Election)

  1. Directors shall be elected at general meetings of (1) Directors who are Audit & Supervisory Committee

shareholders.

Members and other Directorsshall be separatelyelected at

general meetings of shareholders.

(2)

(Omitted)

(2)

(Unchanged)

(3)

(Omitted)

(3)

(Unchanged)

English Translation of press release originally issued in Japanese

3

Current Articles of Incorporation

Proposed Amendments

Article 20. (Terms of office)

Article 19. (Terms of office)

The terms of offices of Directors shall expire at the conclusion of

(1)The terms of offices of Directors (excluding Directors who

the ordinary general meeting of shareholders held with respect to

are Audit & Supervisory Committee Members)shall expire

the last business year ending within two (2) yearsfrom their

at the conclusion of the ordinary general meeting of

election.

shareholders held with respect to the last business year

ending within one (1) yearfrom their election.

(New)

(2) The terms of offices of Directors who are Audit &

Supervisory Committee Members shall expire at the

conclusion of the ordinary general meeting of shareholders

held with respect to the last business year ending within two

(2) years from their election.

The term of office of any Director elected to increase the number

(Deleted)

of the Directors or to fill a vacancy shall expire upon the expiration

of the terms of offices of the other Directors then in office.

(New)

(3) The term of office of any Audit & Supervisory Committee

Member elected to fill a vacancy caused by retirement of an

Audit & Supervisory Committee Member before the

expiration of his or her term of office shall expire when the

term of office of his or her predecessor would have expired.

(New)

(4) The effective term of the resolution for the election of a

substitute Director who is an Audit & Supervisory

Committee Member under Article 329, Paragraph 3 of the

Companies Act shall expire at the commencement of the

ordinary general meeting of shareholders held with respect

to the last business year ending within two (2) years from

his or her election.

English Translation of press release originally issued in Japanese

4

Current Articles of Incorporation

Proposed Amendments

Article 21. (Electionof Representative Directors, etc.)

Article 20. (Selectionof Representative Directors, etc.)

The Board of Directors shall select Directors who have the power

(1)The Board of Directors shall, by its resolution,select

to represent the Company.

Directors who have the power to represent the Company

By a resolution of the Board of Directors, a chairman, one or more

from among the Directors (excluding Directors who are

vice chairmen, a president, one or more executive vice presidents,

Audit & Supervisory Committee Members).

senior managing directors (senmu) and managing directors (jomu)

(2)By a resolution of the Board of Directors, a chairman, one

may be appointed.

or more vice chairmen, a president, one or more executive

vice presidents, senior managing directors (senmu) and

managing directors (jomu) may be appointed from among

the Directors (excluding Directors who are Audit &

Supervisory Committee Members).

Article 22. (Convocation of meetings)

Article 21. (Convocation of meetings)

Unless the date of a meeting is fixed in advance by the Board of

Unless the date of a meeting is fixed in advance by the Board of

Directors, notice of a meeting of the Board of Directors shall be

Directors, notice of a meeting of the Board of Directors shall be

given to each Director and Audit & Supervisory Board Member at

given to each Director at least three (3) days prior to the date set

for such meeting; provided, however, that in case of urgency, such

least three (3) days prior to the date set for such meeting; provided,

however, that in case of urgency, such period may be shortened.

period may be shortened.

Article 23. (Chairman)

Article 22. (Chairman)

The chairman-director shall act as chairman at meetings of the

(1)The chairman-director shall act as chairman at meetings of

Board of Directors.

When the office of the chairman-director is

the Board of Directors. When the office of the chairman-

vacant or the chairman-director is unable to act, the president-

director is vacant or the chairman-director is unable to act,

director shall act as chairman.

the president-director shall act as chairman.

When the offices of both the chairman-director and the president-

(2)When the offices

of both the chairman-director and the

director are vacant or they are unable to act, one of the other

president-director are vacant or they are unable to act, one of

directors shall act as chairman in accordance with the order

the other directors shall act as chairman in accordance with

predetermined by a resolution of the Board of Directors.

the order predetermined by a resolution of the Board of

Directors.

Article 24.

(Omitted)

Article 23.

(Unchanged)

English Translation of press release originally issued in Japanese

5

Current Articles of Incorporation

Proposed Amendments

(New)

Article 24. (Delegation of decisions on important business

execution)

In accordance with Article 399-13, Paragraph 6 of the Companies

Act, the Board of Directors may, by its resolution, delegate the

decision on important business execution (excluding matters set

forth in items of Paragraph 5 of the same Article) to Directors in

whole or in part.

Article 25. to Article 26.

(Omitted)

Article 25. to Article 26. (Unchanged)

Article 27. (Compensation, etc.)

Article 27. (Compensation, etc.)

Compensation, bonuses and other financial benefits given by the

Compensation, bonuses and other financial benefits given by the

Company in consideration of the performance of duties

Company in consideration of the performance of duties to

(hereinafter referred to as the "Compensation, etc.")to Directors

Directors shall be determined by a resolution of a general meeting

shall be determined by a resolution of a general meeting of

of shareholders, separately for Directors who are Audit &

shareholders.

Supervisory Committee Members and other Directors.

Article 28. (Liability Limitation Agreement with Outside

Article 28. (Exemption of Directors from liability)

Directors)

(New)

(1) In accordance with Article 426, Paragraph 1 of the

Companies Act, the Company may, by a resolution of the

Board of Directors, exempt Directors (including former

Directors) from their liability arising from their failure to

perform their duties, to the extent permitted by applicable

laws and regulations.

The Company may enter into a liability limitation agreement with

(2)The Company may enter into a liability limitation agreement

Outside Directorswhich limits the maximum amount of their

with Directors (excluding those who are Executive Directors,

liabilities arising from their failure to perform their duties in

etc.)which limits the maximum amount of their liability

accordance with Article 427, Paragraph 1 of the Companies Act;

arising from their failure to perform their duties in

provided, however, that limited amount of liability under such

accordance with Article 427, Paragraph 1 of the Companies

agreement shall be the sum of amounts provided for in applicable

Act; provided, however, that limited amount of liability under

laws and regulations.

such agreement shall be the sum of amounts provided for in

applicable laws and regulations.

English Translation of press release originally issued in Japanese

6

Current Articles of Incorporation

Proposed Amendments

CHAPTER V

(Deleted)

AUDIT & SUPERVISORY BOARD MEMBERS

AND AUDIT & SUPERVISORY BOARD

Article 29. (Number)

(Deleted)

The Company shall have not more than five (5) Audit &

Supervisory Board Members.

Article 30. (Election)

(Deleted)

Audit & Supervisory Board Members shall be elected at general

meetings of shareholders.

In order to adopt resolutions for the election of Audit &

Supervisory Board Members, shareholders holding not less than

one-third (1/3) of the voting rights of the shareholders entitled to

exercise voting rights shall be present thereat and a majority of the

votes of such shareholders shall be required.

Article 31. (Terms of office)

(Deleted)

  1. The terms of offices of Audit & Supervisory Board Members shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last business year ending within four (4) years from their election.
  2. The term of office of any Audit & Supervisory Board Member elected to fill a vacancy caused by retirement of a Audit & Supervisory Board Member before the expiration of his or her term of office shall expire when the term of office of his or her predecessor would have expired.

English Translation of press release originally issued in Japanese

7

Current Articles of Incorporation

Proposed Amendments

Article 32. (Convocation of meetings)

(Deleted)

Unless the date of a meeting is fixed in advance by the Audit &

Supervisory Board, notice of a meeting of the Audit &

Supervisory Board shall be given to each Audit & Supervisory

Board Member at least three (3) days prior to the date set for such

meeting; provided, however, that in case of urgency, such period

may be shortened.

Article 33. (Compensation, etc.)

(Deleted)

Compensation, etc. to Audit & Supervisory Board Members shall

be determined by a resolution of a general meeting of

shareholders.

Article 34. (Liability limitation agreement with Outside Audit &

(Deleted)

Supervisory Board Members)

The Company may enter into a liability limitation agreement with

Outside Audit & Supervisory Board Members which limits the

maximum amount of their liability arising from their failure to

perform their duties in accordance with Article 427, Paragraph 1

of the Companies Act; provided, however, that the limited amount

of liability under such agreement shall be the sum of amounts

provided for in laws and regulations.

(New)

CHAPTER V

AUDIT & SUPERVISORY COMMITTEE

(New)

Article 29. (Standing Audit & Supervisory Committee Members)

The Audit & Supervisory Committee may, by its resolution, select

Standing Audit & Supervisory Committee Members.

English Translation of press release originally issued in Japanese

8

Current Articles of Incorporation

Proposed Amendments

(New)

Article 30. (Convocation of meetings)

Unless the date of a meeting is fixed in advance by the Audit &

Supervisory Committee, notice of a meeting of the Audit &

Supervisory Committee shall be given to each Audit &

Supervisory Committee Member at least three (3) days prior to the

date set for such meeting; provided, however, that in case of

urgency, such period may be shortened.

CHAPTER VI

CHAPTER VI

ACCOUNTS

ACCOUNTS

Article 35.

(Omitted)

Article 31.

(Unchanged)

Article 36. (Dividends from surplus)

(Deleted)

Year-end dividends shall be paid to the shareholders or registered

stock pledgees appearing in writing or digitally on the register of

shareholders as of the closing thereof on the 31st day of March

each year.

Article 37. (Interim dividends)

(Deleted)

The Company may, by a resolution of the Board of Directors, pay

interim dividends to the shareholders or registered stock pledgees

whose names appear in wiring or digitally on the register of

shareholders as of the closing thereof on the 30th day of

September each year.

(New)

Article 32. (Organization determining dividends from surplus)

Unless otherwise provided for in laws and regulations, the

Company may, by a resolution of the Board of Directors,

determine the matters provided for in each item of Article 459,

Paragraph 1 of the Companies Act, including dividends from

surplus.

English Translation of press release originally issued in Japanese

9

Current Articles of Incorporation

Proposed Amendments

(New)

Article 33. (Record date for dividends from surplus)

(1) The record date for the year-end dividends of the Company

shall be the 31st day of March each year.

(2) The record date for the interim dividends of the Company

shall be the 30th day of September each year.

(3) In addition to the cases prescribed in the preceding two

paragraphs, the Company may pay dividends from surplus on

any record date determined by the Company.

Article 38. (Prescription period for dividends)

Article 34. (Prescription period for dividends)

The Company shall be exempted from the obligation to pay year-

In case of cash dividends, the Company shall be exempted from

end dividends or interim dividendsafter three (3) years have

the obligation to pay the dividends after three (3) years have

elapsed from the date on which the payment of the dividends or

elapsed from the date on which the payment of the dividends

interim dividends commenced.

commenced.

(New)

SUPPLEMENTARY PROVISIONS

(New)

(Transitional measures concerning exemption of Audit &

Supervisory Board Members from liability)

Liability limitation agreements referred to in Article 423,

Paragraph 1 of the Companies Act relating to the actions of

Outside Audit & Supervisory Board Members (including former

Outside Audit & Supervisory Board Members) conducted before

the conclusion of the 109th ordinary general meeting of

shareholders shall be as prescribed in Article 34 of the Articles of

Incorporation prior to the amendments by resolution of the same

ordinary general meeting of shareholders.

English Translation of press release originally issued in Japanese

10

Disclaimer

Makita Corporation published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 06:18:02 UTC.


ę Publicnow 2021
All news about MAKITA CORPORATION
11/24MAKITA : Notice Concerning Application for Selecting the Prime Market, a New Market Segmen..
PU
10/28Q2 Financial Results
PU
10/28Makita Corporation Announces Interim Dividend for the Fiscal Year Ending March 31, 2022
CI
10/28Makita Corporation Revises Financial Forecast for the Fiscal Year Ending March 31, 2022
CI
10/01MAKITA : Environmental Report 2021
PU
09/29MAKITA CORPORATION : Ex-dividend day for interim dividend
FA
09/21Japanese shares fall ahead of Fed outcome
RE
08/02MAKITA : Report 2021
PU
07/30MAKITA : Notice Regarding Revision of Consolidated Financial Forecast for the Fiscal Year ..
PU
07/30Makita Corporation Announces Dividend for the Year Ended March 31, 2021
CI
More news
Financials
Sales 2022 705 B 6 253 M 6 253 M
Net income 2022 72 681 M 645 M 645 M
Net cash 2022 144 B 1 279 M 1 279 M
P/E ratio 2022 18,4x
Yield 2022 1,52%
Capitalization 1 338 B 11 847 M 11 870 M
EV / Sales 2022 1,69x
EV / Sales 2023 1,67x
Nbr of Employees 18 624
Free-Float 87,2%
Chart MAKITA CORPORATION
Duration : Period :
Makita Corporation Technical Analysis Chart | 6586 | JP3862400003 | MarketScreener
Technical analysis trends MAKITA CORPORATION
Short TermMid-TermLong Term
TrendsBearishNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 15
Last Close Price 4 928,00 JPY
Average target price 6 139,33 JPY
Spread / Average Target 24,6%
EPS Revisions
Managers and Directors
Munetoshi Goto President & Representative Director
Masahiko Goto Chairman
Tetsuhisa Kaneko Director & General Manager-Technology Development
Yukihiro Otsu Director, Executive Officer & GM-Administration
Masahiro Sugino Independent Outside Director
Sector and Competitors
1st jan.Capi. (M$)
MAKITA CORPORATION-4.68%11 935
ATLAS COPCO AB31.80%70 899
PARKER-HANNIFIN CORPORATION10.88%38 996
TECHTRONIC INDUSTRIES COMPANY LIMITED45.48%37 858
FANUC CORPORATION-12.28%37 631
SANDVIK AB11.48%31 008