Announcement of Management Structure Reforms and Executive Personnel Actions
Kuraray Co., Ltd. announces the following management structure reforms and executive personnel actions.
1. Management Structure Reforms
Kuraray has to date implemented various initiatives to secure corporate governance suitable for its global-scale operations. These initiatives included the introduction of an executive-officer system, the strengthening of corporate-auditor functions by appointing three external corporate auditors in addition to two standing corporate auditors and the establishment of the Management Advisory Committee, an advisory body for the Company's president.
With the aim of more clearly dividing the functions of managerial decision making, oversight and execution and thereby enabling stronger corporate governance, Kuraray will implement management structure reforms as described below.
- (1) Appointment of External Directors
- To ensure management transparency and objectivity, Kuraray will appoint independent outside specialists who do not have particular interests in the Company as its directors.
- (2) Redefinition of the Position of Director and Executive Officer
- To more clearly divide the functions of managerial decision-making, oversight and execution, Kuraray will redefine its managerial positions as described below.
- The current classifications of senior managing director and managing director will be abolished. Henceforth, the Company's Board of Directors will consist of the president; the chairman; directors who are concurrently appointed as executive officers; and external directors.
- The current classifications of senior executive officer and executive officer will be abolished and be replaced by the following new classifications: primary executive officer, senior executive officer and executive officer.
2. Executive Personnel Actions
- (1) Rationale
- Toward further growth, Kuraray will establish a new management and execution structure to ensure a successful conclusion to the current GS-21 medium-term business plan in this final year and to formulate and implement a new medium-term business plan.
- (2) Change of Representative Director (Scheduled effective date: Date of this year's General Meeting of Shareholders to be held in June 2008)
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New Position Name Current Position -
(Scheduled to be appointed
Standing Corporate Auditor)Junsuke Tanaka Representative Senior
Managing Director - (Reference)
Kuraray previously announced the following changes in representative director positions in January 2008.(Scheduled effective date: April 1, 2008) -
New Position Name Current Position Representative Director and Chairman Yasuaki Wakui Representative Director and President Representative Director and President Fumio Ito Managing Director - (3) Changes in Director Positions (Excluding Representative Directors) (Scheduled effective date: Date of this year's General Meeting of Shareholders to be held in June 2008)
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New Position Name Current Position Remarks Director and Primary Executive Officer Yoichi Ninagawa Managing Director and Senior Executive Officer Change of position Director and Senior Executive Officer Shiro Kataoka Managing Director and Senior Executive Officer Change of position Director and Senior Executive Officer Hiroaki Yoshino Managing Director and Senior Executive Officer Change due to reclassification Director and Senior Executive Officer Toshihide Sakai Director and Senior Executive Officer Change due to reclassification Director and Senior Executive Officer Kenzo Sawada Senior Executive Officer New appointment External Director Kensaku Aomoto Counselor, Mitsui & Co., Ltd. and Counselor, Mitsui Oil Exploration Co., Ltd. New appointment External Director Takafusa Shioya Management Committee Member, International Research Center for Japanese Studies, Inter-University Research Institute Corporation New appointment -
(Scheduled to be appointed President of Kuraray Techno Co., Ltd.)Seiji Wajiki Managing Director Resignation -
(Scheduled to be appointed President of Kuraray Trading Co., Ltd.)Osamu Asaba Managing Director Resignation -
(Scheduled to be appointed President of Kuraray Chemical Co., Ltd.)Nobuo Iwawaki Managing Director Resignation - (4) Changes in Corporate Auditor Positions (Scheduled effective date: Date of this year's General Meeting of Shareholders to be held in June 2008)
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New Position Name Current Position Remarks Standing Corporate Auditor Junsuke Tanaka Representative Senior Managing Director New appointment Corporate Auditor Hiroki Yamada Deputy President, DIAM Co., Ltd. New appointment - Tsutomu Yabuta Standing Corporate Auditor Resignation - Hirotaka Ikuno Corporate Auditor Resignation - (5) Changes in Executive Officer Positions (Excluding Those Concurrently Posted as Directors) (Scheduled effective date: Date of this year's General Meeting of Shareholders to be held in June 2008)
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New Position Name Current Position Remarks Senior Executive Officer Hideo Tomita Senior Executive Officer Change due to reclassification Senior Executive Officer Takayoshi Ohsaki Senior Executive Officer Change due to reclassification Senior Executive Officer Mitsuaki Manabe Executive Officer Change due to reclassification Executive Officer Osamu Yamada Associate Director New appointment Executive Officer Takao Akagi Associate Director New appointment -
(Scheduled to be appointed Managing Director of Kuraray Engineering Co., Ltd.)Tokio Aikura Executive Officer Resignation - (6) Complete List of Directors, Corporate Auditors and Executive Officers (Scheduled effective date: Date of this year's General Meeting of Shareholders to be held in June 2008)
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indicates a new appointment
indicates a change in position
Representative Director and Chairman Yasuaki Wakui Representative Director and President Fumio Ito Director and Primary Executive Officer Yoichi Ninagawa Director and Senior Executive Officer Shiro Kataoka Director and Senior Executive Officer Hiroaki Yoshino Director and Senior Executive Officer Toshihide Sakai Director and Senior Executive Officer Kenzo Sawada External Director Kensaku Aomoto External Director Takafusa Shioya Standing Corporate Auditor Junsuke Tanaka Standing Corporate Auditor Tadahiko Kujime Corporate Auditor Toshimitsu Kitagawa Corporate Auditor Hiroo Onodera Corporate Auditor Hiroki Yamada Senior Executive Officer Hideo Tomita Senior Executive Officer Takayoshi Ohsaki Senior Executive Officer Mitsuaki Manabe Executive Officer Noboru Yanagida Executive Officer Katsuya Hashimoto Executive Officer Mitsuo Matsumoto Executive Officer Kohei Maeda Executive Officer Yuichi Kawarasaki Executive Officer Keiji Murakami Executive Officer Shinzo Takemura Executive Officer Noritsugu Nagatomo Executive Officer Takaaki Fukumori Executive Officer Kazuhiro Tenkumo Executive Officer Yasuhiro Yamamoto Executive Officer Gerd Lepper Executive Officer Jean-Marie Baetens Executive Officer Nobuya Tomita Executive Officer Osamu Yamada Executive Officer Takao Akagi
3. Career Summaries of New Directors and Corporate Auditors
- (1) New Directors
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Name Kenzo Sawada Date of Birth March 24, 1948 Education March 1970 Graduated from Kwansei Gakuin University
(School of Sociology and Social Work)Career
SummaryApril 1970 Joined Kuraray June 1999 Deputy General Manager, EVAL Division, Kuraray October 2001 Vice President, Kuraray Specialities Europe GmbH June 2004 Executive Officer, Kuraray April 2006 General Manager, Office of Global Business Development, Kuraray June 2006 Senior Executive Officer, Kuraray (current position) April 2007 General Manager, Poval Resin Division, Kuraray (current position) Name Kensaku Aomoto (External Director) Date of Birth December 21, 1940 Education March 1963 Graduated from The University of Tokyo (Faculty of Law) Career
SummaryApril 1963 Joined Export-Import Bank of Japan ("EIB") June 1989 Director General, Loan Department IV April 1991 Director General, Policy Planning and Coordination Department October 1993 Resident Executive Director for Europe, the middle East and Africa January 1995 Senior Executive Director, EIB June 1998 Deputy Governor, EIB June 2000 President (Chief Executive Officer), Japan Institute for Overseas Investment January 2005 Counselor, Mitsui & Co., Ltd. and Counselor, Mitsui Oil Exploration Co., Ltd. (current positions) Name Takafusa Shioya (External Director) Date of Birth May 13, 1941 Education March 1966 Graduated from The University of Tokyo (Faculty of Law) Career
SummaryApril 1966 Joined Economic Planning Agency of Japan ("EPA") July 1987 Director, Commercial Policy Division, Industry Policy Bureau, Ministry of Trade and Industry ("MITI") July 1990 Director, Minister's Secretariat Division, EPA June 1993 Deputy Director-General, Social Policy Bureau, EPA June 1995 Director-General, Planning-Coordination Bureau, National Land Agency July 1997 Director-General, Coordination Bureau, EPA June 1998 Administrative Vice-Minister, EPA February 2000 President, National Institute of Research Advancement May 2005 Management Committee Member, International Research Center for Japanese Studies, Inter-University Research Institute Corporation (current position) - (2) New Corporate Auditors
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Name Junsuke Tanaka (Standing Corporate Auditor) Date of Birth September 17, 1944 Education March 1969 Graduated from Osaka University (School of Engineering Science) Career
SummaryApril 1969 Joined Kuraray June 1999 General Manager, EVAL Division June 2000 Director, Kuraray June 2003 Managing Director, Kuraray June 2006 Representative Senior Managing Director, Kuraray (current position) Name Hiroki Yamada Date of Birth January 13, 1944 Education March 1967 Graduated from Kobe University of Commerce
(School of Economics and Business Administration)June 1970 Awarded Master of Business Administration from New York University ("NYU") (Graduate School of Business Administration) June 1975 Awarded PhD in Corporate Finance from NYU Career
SummarySeptember 1973 Joined Chase Manhattan Bank N.A. in New York April 1976 Joined Industrial Bank of Japan, Limited ("IBJ") April 1980 Assistant to Director, International Loan Department I, IBJ April 1982 Assistant to Director, Loan Department V, IBJ January 1986 Senior Director; IBJ International Limited in London August 1991 Joint General Manager, International Finance Department, IBJ June 1994 General Manager, IBJ Chicago Branch June 1998 Director and General Manager, IBJ London Branch June 2001 Managing Director, Head of Securities and Asset Management, Mizuho Financial Group April 2002 Deputy President, DLIBJ Asset Management Co., Ltd. (now DIAM Co., Ltd.) (current position)