Konami Holdings Corporation Transition to a Co w/ Audit&Supervisory Committee (5223Y)
13 May 2021 - 5:59PM
UK Regulatory
TIDMKNM
RNS Number : 5223Y
Konami Holdings Corporation
13 May 2021
May 13, 2021
Company Name KONAMI HOLDINGS CORPORATION
Representative Kimihiko Higashio
Representative Director,
President
Stock Exchange Tokyo and London
Listing
Contact Shinichiro Yoneyama
Corporate Officer, General
Affairs Division
(TEL 81-3-6636-0573)
Notice Regarding Transition to a Company with Audit &
Supervisory Committee
and Partial Amendments to the Articles of Incorporation
KONAMI HOLDINGS CORPORATION ("the Company") hereby notifies that
it has resolved at the meeting of the Board of Directors held today
to transit to a Company with Audit & Supervisory Committee,
subject to obtaining approvals for the necessary amendments to the
Articles of Incorporation at the 49(th) Ordinary General Meeting of
Shareholders scheduled to be held on June 24, 2021.
1. Transition to a Company with Audit & Supervisory Committee
(1) Reasons for transition
The Company would like to shift to a Company with Audit &
Supervisory Committee from the perspective of further enhancing
corporate governance by strengthening the supervisory function of
the Board of Directors.
(2) Effective date
The Company plans to obtain approval for the necessary
amendments to the Articles of Incorporation and shift to a Company
with Audit & Supervisory Committee at the 49(th) Ordinary
General Meeting of Shareholders scheduled to be held on June 24,
2021.
2. Partial Amendment in the Articles of Incorporation
(1) Reasons for amendments
The Company will make necessary amendments to its Articles of
Incorporation to shift to a Company with Audit & Supervisory
Committee, such as the establishment of new provisions concerning
Audit & Supervisory Committee and its Directors, and the
deletion of provisions concerning Audit & Supervisory Board and
its Members. Amendments shall also be made to article numbers as
well as adjustments and changes to wordings.
(2) Details of amendments
Details of amendments are shown below.
Amendments shall be effective at the conclusion of the 49(th)
Ordinary General Meeting of Shareholders scheduled to be held on
June 24, 2021.
(Translation)
This document has been translated for reference purposes only
from the original document in Japanese. The Japanese original shall
prevail in the event of any discrepancy between this translation
and the Japanese original.
Details of amendments to the Articles of Incorporation
(The parts to be amended is underlined.)
Current Articles of Incorporation Proposed Amendments
Chapter I: GENERAL PROVISIONS Chapter I: GENERAL PROVISIONS
Articles 1 - 3 <Omitted> Articles 1 - 3 < Unchanged>
Article 4 (Governing Bodies) Article 4 (Governing Bodies)
The Company shall have a Board The Company shall have a Board
of Directors, Corporate Auditors, of Directors, Audit & Supervisory
a Board of Corporate Auditors and Committee and Accounting Auditors.
Accounting Auditors.
Articles 5- 18 <Omitted> Articles 5- 18 < Unchanged>
Chapter IV: Chapter IV:
DIRECTORS AND THE BOARD OF DIRECTORS DIRECTORS AND THE BOARD OF DIRECTORS
Article 19 (Number of Directors) Article 19 (Number)
1. The number of Directors of the 1. The number of Directors of the
Company shall not be more than Company (excluding Directors who
twelve (12). are Audit & Supervisory Committee
Members) shall not be more than
twelve (12).
2. <New> 2. The number of Directors who
are Audit & Supervisory Committee
Members of the Company shall not
be more than five (5).
Article 20 (Election of Directors) Article 20 (Directors)
1. Directors of the Company shall 1. Directors of the Company shall
be elected at a general meeting be elected at a general meeting
of shareholders. of shareholders, separating Directors
who are members of the Audit &
Supervisory Committee from Directors
2. <Omitted> who are not members of such committee.
3. <Omitted> 2. < Unchanged >
3. < Unchanged >
Article 21 (Term of Office of Directors) Article 21 (Term of Office)
1. The term of office of Directors 1. The term of office of Directors
of the Company shall expire upon of the Company (excluding Directors
the conclusion of the ordinary who are Audit & Supervisory Committee
general meeting of shareholders Members) shall expire upon the
with respect to the last business conclusion of the ordinary general
year ending within one (1) year meeting of shareholders with respect
after their election. to the last business year ending
within one (1) year after their
election.
2. <New> 2. The term of office of Directors
who are Audit & Supervisory Committee
Members of the Company shall expire
upon the conclusion of the ordinary
general meeting of shareholders
3. <New> with respect to the last business
year ending within two (2) years
after their election.
3. The term of office of Director
who is an Audit & Supervisory Committee
Member of the Company elected to
fill a vacancy shall expire at
the time the term of office of
his or her predecessor expires.
---------------------------------------- ----------------------------------------
Current Articles of Incorporation Proposed Amendments
-----------------------------------------
4. <New> 4. The effective term of appointment
of a substitute Director who is
an Audit & Supervisory Committee
Member of the Company shall be
effective until the beginning of
the ordinary general meeting of
shareholders two (2) years after
the ordinary general meeting of
shareholders at which such appointment
was made.
Article 22 (Representative Directors Article 22 (Representative Directors
and Directors with Title) and Directors with Title)
1. The Board of Directors shall 1. The Board of Directors shall
by its resolution appoint Representative by its resolution appoint Representative
Director(s) of the Company. Director(s) of the Company from
among Director(s) (excluding Directors
who are Audit & Supervisory Committee
2. The Board of Directors may by Members.)
its resolution appoint the President 2. The Board of Directors may by
and Director and any other Directors its resolution appoint the President
with specific titles. and Director and any other Directors
with specific titles from among
Director(s) (excluding Directors
who are Audit & Supervisory Committee
Members.)
Article 23 (Convocation of the Article 23 (Convocation of the
Meeting of the Board of Directors Meeting of the Board of Directors
and Chairperson) and Chairperson)
1. <Omitted> 1.<Unchanged>
2. Notice of convocation of a meeting 2. Notice of convocation of a meeting
of the Board of Directors shall of the Board of Directors shall
be dispatched to each Director be dispatched to each Director
and Audit & Supervisory Board Members three (3) days prior to the date
three (3) days prior to the date of such meeting; provided, however,
of such meeting; provided, however, that such period may be shortened
that such period may be shortened in case of emergency.
in case of emergency. 3. With the consent of all the
3. With the consent of all the Directors, a meeting of the Board
Directors and Audit & Supervisory of Directors may be held without
Board Members, a meeting of the complying with the convocation
Board of Directors may be held procedures.
without complying with the convocation
procedures.
Article 24 and 25 <Omitted> Article 24 and 25 <Unchanged>
Article 26 (Remuneration, etc.) Article 26 (Remuneration, etc.)
The remuneration for Directors, The remuneration for Directors,
annual bonus and other proprietary annual bonus and other proprietary
benefits received from the Company benefits received from the Company
as consideration for execution as consideration for execution
of their duties (hereinafter referred of their duties (hereinafter referred
to as "Remuneration, etc.") shall to as "Remuneration, etc.") shall
be determined by resolution of be determined by resolution of
a general meeting of shareholders. a general meeting of shareholders
, separating Directors who are
members of the Audit & Supervisory
Committee from Directors who are
not members of such committee.
Article 27 (Limited Liability Contracts Article 27 (Limited Liability Contracts
with External Directors) with Non-Operating Directors)
In accordance with the provisions In accordance with the provisions
of Article 427, Paragraph 1 of of Article 427, Paragraph 1 of
the Corporate Law, the Company the Corporate Law, the Company
may enter into contracts with External may enter into contracts with Directors
Directors under which their liabilities (excluding Operating Directors
provided for in Article 423, Paragraph ) under which their liabilities
1 of the said law shall be restricted. provided for in Article 423, Paragraph
1 of the said law shall be restricted.
----------------------------------------- -----------------------------------------
Current Articles of Incorporation Proposed Amendments
--------------------------------------
<New> Article 28 (Delegation of Power
to Make Decisions on Execution
of Important Operations)
In accordance with the provisions
of Article 399-13, Paragraph 6
of the Corporate Law, the Company
may delegate all or part of the
power to make decisions on the
execution of important operations
(excluding the matters listed in
each Item of Paragraph 5 of the
same Article) to Directors by a
resolution of the Board of Directors.
Chapter V: AUDIT & SUPERVISORY <Deleted>
BOARD MEMBERS AND AUDIT & SUPERVISORY
BOARD
Article 28 (Number of Audit & Supervisory <Deleted>
Board Members)
The number of Audit & Supervisory
Board Members of the Company shall
not be more than five (5).
Article 29 (Election of Audit & <Deleted>
Supervisory Board Members)
1. Audit & Supervisory Board Members
of the Company shall be elected
at a general meeting of shareholders.
2. Audit & Supervisory Board Members
of the Company shall be elected
by the majority of the voting rights
of shareholders present at a general
meeting of shareholders who have
one third (1/3) or more of the
voting rights of the shareholders
entitled to exercise their voting
rights thereat.
Article 30 (Term of Office of Audit <Deleted>
& Supervisory Board Members)
1. The term of office of Audit
& Supervisory Board Members of
the Company shall expire upon the
conclusion of the ordinary general
meeting of shareholders with respect
to the last business year ending
within four (4) year after their
election.
2. The term of office of the Audit
& Supervisory Board Members elected
to fill a vacancy of a retired
Corporate Auditor shall expire
when such predecessor's full term
of office would have expired.
Article 31 (Full-time Audit & Supervisory <Deleted>
Board Member)
The Board of Corporate Auditors
shall by its resolution appoint
Full-time Audit & Supervisory Board
Members.
Current Articles of Incorporation Proposed Amendments
------------------------------------------
Article 32 (Notice of Convocation <Deleted>
of the Meeting of the Audit & Supervisory
Board)
1. Notice of convocation of a meeting
of the Audit & Supervisory Board
shall be dispatched to each Audit
& Supervisory Board Members three
(3) days prior to the date of such
meeting; provided, however, that
such period may be shortened in
case of emergency.
2. If the consent of all Audit
& Supervisory Board Member is obtained,
a meeting of the Audit & Supervisory
Board may be held without following
the procedures for convening the
meeting.
Article 33 (Regulations of the <Deleted>
Audit & Supervisory Board)
Matters regarding the Audit & Supervisory
Board shall be determined pursuant
to the Regulations of the Audit
& Supervisory Board unless otherwise
provided for by laws, regulations
or this Articles of Incorporation.
Article 34 (Remuneration, etc.) <Deleted>
The Remuneration, etc. for Audit
& Supervisory Board Members, shall
be determined by resolution of
a general meeting of shareholders.
Article 35 (Limited Liability Contracts <Deleted>
with External Audit & Supervisory
Board Members)
In accordance with the provisions
of Article 427, Paragraph 1 of
the Corporate Law, the Company
may enter into contracts with External
Audit & Supervisory Board Members
under which their liabilities provided
for in Article 423, Paragraph 1
of the said law shall be restricted.
<New> Chapter V: Audit & Supervisory
<New> Committee
Article 29 ( Full-time Audit &
Supervisory Committee Members)
The Audit & Supervisory Committee
may by its resolution appoint Full-time
Audit & Supervisory Committee Members.
<New> Article 30 (Notice of Convocation
of the Meeting of the Audit & Supervisory
Committee )
1. Notice of convocation of a
meeting of the Audit & Supervisory
Committee shall be dispatched to
each Audit & Supervisory Committee
Member three (3) days prior to
the date of such meeting; provided,
however, that such period may be
shortened in case of emergency.
2. If the consent of all Audit
& Supervisory Committee Member
is obtained, a meeting of the Audit
& Supervisory Committee may be
held without following the procedures
for convening the meeting.
------------------------------------------ ------------------------------------------
Current Articles of Incorporation Proposed Amendments
<New> Article 31 ( Regulations of the
Audit & Supervisory Committee )
Matters regarding the Audit &
Supervisory Committee shall be
determined pursuant to the Regulations
of the Audit & Supervisory Committee
unless otherwise provided for by
laws, regulations or this Articles
of Incorporation.
Chapter VI: ACCOUNTS Chapter VI: ACCOUNTS
Articles 36- 39 <Omitted> Articles 32- 35 <Unchanged>
-------------------------------------- ----------------------------------------
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
MSCEAXSDFSKFEEA
(END) Dow Jones Newswires
May 13, 2021 03:59 ET (07:59 GMT)
Konami (LSE:KNM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Konami (LSE:KNM)
Historical Stock Chart
From Apr 2023 to Apr 2024
