Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the Japaneseoriginal shall prevail. The Company assumes no responsibility for this translation, or for any direct, indirect
or other forms of damages arising from the translation.
(Stock Exchange Code 1959)
June 4, 2019
To Shareholders with Voting Rights:
Matsuji Nishimura
Representative Director and President
KYUDENKO CORPORATION
1-23-35 Nanokawa,
Minami-ku, Fukuoka CityNOTICE OF
THE 91ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 91st Annual General Meeting of Shareholders of KYUDENKOCORPORATION (the “Company”). The meeting will be held for the purposes described on the right.
If you are unable to attend the meeting, you can exercise your voting rights either by submitting the enclosed
Voting Rights Exercise Form by mail or via the Internet, etc. Please review the Reference Documents for the
General Meeting of Shareholders below and exercise your voting rights by 5:30 p.m. on Tuesday, June 25, 2019,Japan standard time.
Exercise of voting rights in writing by mailPlease indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by the voting deadline indicated above.
Exercise of voting rights via the Internet, etc.
Please refer to the “Instructions for the Exercise of Voting Rights via the Internet, etc.” on page 4, accessthe website specified by the Company for exercising voting rights online, and follow the on-screen guidance.
Please vote for or against each of the proposals by the voting deadline indicated above.
Disclosure on the Internet
 The following items are posted on the Company’s website in accordance with laws andregulations and Article 14 of the Company’s Articles of Incorporation, and thus are not includedin this Notice.
1) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
2) Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial
Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board consist of documents included in this Noticeand the materials posted on the Company’s website mentioned above.
 In case of any revisions to the Reference Documents for the General Meeting of Shareholders,the Business Report, the Consolidated Financial Statements, or the Non-Consolidated Financial
Statements, the revised versions will be posted on the Company’s website.
Company’s website: https://www.kyudenko.co.jp/ir/- 1-

1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)

2. Place:

Hall on the 9th floor at KYUDENKO Head Office
1-23-35 Nanokawa, Minami-ku, Fukuoka City, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 91st Fiscal Year (April
1, 2018 - March 31, 2019)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements for the Company’s 91st
Fiscal Year
Proposals to be resolved:
Election of Eleven (11) Directors
Proposal 1:
Election of Two (2) Audit & Supervisory Board Members
Proposal 2:
4. Exercise of Voting Rights:

1. If you exercise the voting rights in duplicate by mail using the Voting Right
Exercise Form and also via the Internet, etc., the vote submitted via theInternet, etc. shall be deemed valid.
2. If you exercise the voting rights via the Internet, etc. and submit multiple
votes, the last vote submitted shall be deemed valid.
3. You may exercise your voting rights via proxy by authorizing anothershareholder with voting rights to act as your proxy. In such case, you or yourproxy must submit a document evidencing the power of representation to theCompany.
1.
2.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
For the purpose of timely disclosure, this Notice was posted on the Company’s website before it wassent by mail.

- 2-

Proposals and References
Proposal 1:

Election of Eleven (11) Directors

The terms of office of all twelve (12) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, it is proposed to elect eleven (11) Directors including two Outside
Directors.
The candidates for Directors are as follows.
Current positions and responsibilities in the Company

Attendance at Boardof Directors’
meetings

No.

Name

1

Naofumi Sato

Reappointment

Director and Chairman

90.0%(9 out of 10 meetings)

2

Matsuji Nishimura

Reappointment

Representative Director and President

100.0%(13 out of 13 meetings)

3

Seiki Ino

Reappointment

4

Hironori Higaki

Reappointment

5

Kazuyuki Ishibashi

Reappointment

6

Masaaki Jono

Reappointment

7

Kunihiko Kitamura

Reappointment

Director and Managing Executive Officer
Deputy General Manager, Technology Div.

100.0%(13 out of 13 meetings)

8

Yasuhiro Kashima

Reappointment

Director and Managing Executive Officer
Responsible for the President’s Office, humanresources and labor affairs, and general affairs

100.0%(13 out of 13 meetings)

9

Keizo Fukui

New appointment

Managing Executive Officer
Responsible for corporate strategic planning-

10

Akiyoshi Watanabe

Reappointment
Outside Director
Independent Director

Outside Director

84.6%(11 out of 13 meetings)

11

Sumio Kuratomi

Reappointment
Outside Director
Independent Director

Outside Director

92.3%(12 out of 13 meetings)

Representative Director and Vice President
Executive Officer
Representative, Tokyo Head Office
Representative Director and Vice President
Executive Officer
Responsible for overall businessadministration and overall Electric PowerDiv.
Director and Senior Managing Executive
Officer
General Manager, Sales Div.
Responsible for overall sales
Director and Senior Managing Executive
Officer
General Manager, Technology Div.
Responsible for overall technology andprocurement

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)

100%(13 out of 13 meetings)

Notes: 1. The percentage of attendance at Board of Directors’ meetings indicated for Mr. Naofumi Sato reflects the Board of
Directors’ meetings held following his assumption of office as Director on June 27, 2018.
2. With respect to the “Policy and Procedures for Nomination of Candidates for Directors and Audit & Supervisory
Board Members” and “Independence Standards for Outside Directors/Audit & Supervisory Board Members”
established by the Company, see Pages 18-19.

- 3-

Candidate No. 1

Naofumi Sato
Date of birth:
August 27, 1951

Career summary, positions and responsibilities in the Company
June 2012 Director and Managing Executive Officer, General Manager,
Operation Div., KYUSHU ELECTRIC POWER CO., INC.
June 2014 Representative Director and Executive Vice President,
KYUSHU ELECTRIC POWER CO., INC.
April 2017 Representative Director and Executive Vice President
General Manager, Business Solutions Management Div.,KYUSHU ELECTRIC POWER CO., INC.
June 2018 Director and Chairman, the Company (to the present)

Reappointment[Significant concurrent positions]
Outside Director and Audit & Supervisory Committee Member, NISHINIPPON RAILROAD CO., LTD.
Number of shares of the Company held: 900 shares[Reasons for nomination as a candidate for Director]
Mr. Naofumi Sato served in key positions at KYUSHU ELECTRIC POWER CO., INC., which is a major
business partner of the Company, and has experience working in the management team of a firm in the energy
business. Since his appointment as Director and Chairman in June 2018, he has been managing the Board of
Directors effectively and efficiently as the Chairman of the Board. Furthermore, he has been fulfilling his
duties appropriately, including decision-making on important management matters and oversight of thebusiness execution, and therefore the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 4-

Candidate No. 2

Matsuji Nishimura
Date of birth:
August 5, 1947
Reappointment

Career summary, positions and responsibilities in the Company
April 1971 Joined the Company
August 2002 General Manager, Saga Branch Office, the Company
June 2004 Director, General Manager, Saga Branch Office, the Company
April 2005 Director, General Manager, Fukuoka Branch Office, theCompany
June 2006 Managing Director, General Manager, Fukuoka Branch Office,
the Company
June 2008 Senior Managing Executive Officer, General Manager,
Fukuoka Branch Office, the Company
June 2009 Director and Senior Managing Executive Officer, General
Manager, Fukuoka Branch Office, the Company
April 2010 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company
April 2011 Director and Senior Managing Executive Officer, General
Manager, Sales Technology Management Div., the Company
April 2012 Director and Senior Managing Executive Officer, General
Manager, Sales Technology Management Div. and General
Manager, Tokyo Head Office Management Div., the Company
May 2012 Director and Vice President, Executive Officer, General
Manager, Sales Technology Management Div. and General
Manager, Tokyo Head Office Management Div., the Company
April 2013 Director and Vice President Executive Officer, Representative,
Tokyo Head Office, the Company
June 2013 Representative Director and President, Representative, Tokyo
Head Office, the Company
April 2014 Representative Director and President, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 120,800 shares[Reasons for nomination as a candidate for Director]
Since 2013, Mr. Matsuji Nishimura has been managing operations of the Company as Representative Director
and President of the Company. He has served in key positions in the Company’s technology and sales
divisions, and has abundant experience in the business area and industry of the Company. Based on the above,
toward the accomplishment of sustainable enhancement of corporate value, aiming for the achievement of
our Medium-term Management Plan with his strong leadership and decision-making skills, he has steadily
executed the Plan. He has been fulfilling his duties appropriately, including decision-making on importantmanagement matters and oversight of the business execution, and therefore the Company nominates him asa candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 5-

Candidate No. 3

Seiki Ino
Date of birth:
October 2, 1951
Reappointment

Career summary, positions and responsibilities in the Company
April 1974 Joined the Company
July 2003 General Manager, Environmental Solutions Dept., Sales Div.,
the Company
April 2005 General Manager, Kagoshima Branch Office, the Company
June 2007 Director, General Manager, Kagoshima Branch Office, theCompany
May 2008 Director, the Company
June 2008 Executive Officer, the Company
April 2009 Executive Officer, Deputy Representative, Tokyo Head Office,
the Company
April 2010 Executive Officer, General Manager, Sales Development Div.,Tokyo Head Office Management Div., the Company
June 2010 Managing Executive Officer, General Manager, Sales
Development Div., Tokyo Head Office Management Div., theCompany
April 2011 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office Management Div., the Company
April 2013 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office, the Company
April 2014 Senior Managing Executive Officer, Representative, Tokyo
Head Office, the Company
June 2014 Director and Senior Managing Executive Officer,
Representative, Tokyo Head Office, the Company
June 2015 Representative Director and Senior Managing Executive Officer,
Representative, Tokyo Head Office, the Company
April 2016 Representative Director and Vice President Executive Officer,
Representative, Tokyo Head Office, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 55,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Seiki Ino has been leading the Company’s management mainly through thesales division. He has taken up key positions in the Tokyo Head Office since 2009, and since his appointment
as Director, he has been contributing to the enhancement of the Company’s corporate value throughexpanding the Tokyo Metropolitan area market as the Representative of the Tokyo Head Office. He has
extensive experience at the Company and knowledge about overall management, as the person-in-charge of
the Company’s strategies concerning the Tokyo Metropolitan area. Therefore, the Company nominates him
as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 6-

Candidate No. 4Hironori Higaki
Date of birth:
July 7, 1951
Reappointment

Career summary, positions and responsibilities in the Company
April 1999 General Manager, Raw Materials Div., NIPPON STEELCORPORATION
July 2008 Joined the Company, General Manager, Corporate Planning Div.
April 2009 Executive Officer, General Manager, Affiliate Business Div., theCompany
April 2010 Executive Officer, General Manager, Affiliate Business Div. andManager, International Business Office, the Company
April 2011 Executive Officer, the Company
May 2012 Senior Executive Officer, the Company
April 2013 Managing Executive Officer, the Company
June 2013 Director and Managing Executive Officer, the Company
April 2015 Director and Senior Managing Executive Officer, the Company
April 2017 Director and Vice President, Executive Officer, the Company
June 2017 Representative Director and Vice President, Executive Officer,
the Company (to the present)
Responsible for overall business administration and overall
Electric Power Div.

[Significant concurrent positions]
None
Number of shares of the Company held: 47,400 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Hironori Higaki has been mainly engaged in the affiliate business,international business and finance divisions, and he has extensive knowledge and experience in these fields.
He has promoted revolutionary measures concerning financial and capital policies, and has contributed to theenhancement of the Company’s corporate value as Officer responsible for finance. In addition, he has a global
perspective and knowledge about overall management. Therefore, the Company nominates him as a candidate
for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 7-

Candidate No. 5

Kazuyuki Ishibashi
Date of birth:
March 8, 1959
Reappointment

Career summary, positions and responsibilities in the Company
April 1982 Joined the Company
April 2008 General Manager, Human Resources and Labor Affairs Div., theCompany
April 2010 General Manager, Kitakyushu Branch Office, the Company
May 2012 Executive Officer, General Manager, Kitakyushu Branch Office,
the Company
April 2013 Senior Executive Officer, the Company
June 2013 Director and Senior Executive Officer, the Company
April 2015 Director and Managing Executive Officer, the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company (to the present)
Responsible for overall sales[Significant concurrent positions]
None
Number of shares of the Company held: 20,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kazuyuki Ishibashi has been mainly engaged in duties in the sales division.
Since his appointment as Director, being responsible for the President’s Office, safety, human resources andlabor affairs, and general affairs, he has been improving employees’ benefits and strengthening theCompany’s corporate governance systems. Since 2017, as General Manager of the Sales Division, he has
been working on strengthening the Company’s “sales capabilities,” one of the issues mentioned in our
Medium-term Management Plan, based on measures to expand strategically the number of orders received.
He has been fulfilling his duties appropriately and is highly competent and specialized in his job. Therefore,
the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 8-

Candidate No. 6

Masaaki Jono
Date of birth:January 1, 1955
Reappointment

Career summary, positions and responsibilities in the Company
April 1973 Joined the Company
April 2008 General Manager, Information & Communication Systems
Dept., Information & Communication Systems Div., theCompany
April 2011 General Manager, Sales Planning Dept., Sales Div., Sales
Technology Management Div., the Company
April 2013 Executive Officer, General Manager, Kagoshima Branch Office,
the Company
April 2014 Senior Executive Officer, General Manager, Kagoshima Branch
Office, the Company
April 2015 Managing Executive Officer, General Manager, Technology Div.
and General Manager, Eco-business Creation Div., the Company
June 2015 Director and Managing Executive Officer, General Manager,
Technology Div. and General Manager, Eco-business Creation
Div., the Company
April 2016 Director and Managing Executive Officer, General Manager,
Technology Div., the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company (to the present)
Responsible for overall technology and procurement[Significant concurrent positions]
None
Number of shares of the Company held: 14,900 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Masaaki Jono has been mainly engaged in the technology division. Since
his appointment as Director, he has been promoting the improvement and enhancement of engineering power
and further improvement of safety and quality control in his capacity as General Manager of Technology Div.
Furthermore, he has been working on the evolution and improvement of the Company’s “technologicalcapabilities” and “on-site capabilities,” issues mentioned in our Medium-term Management Plan. He has
been fulfilling his duties appropriately and he is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 9-

Candidate No. 7

Kunihiko Kitamura
Date of birth:
December 10, 1952
Reappointment

Career summary, positions and responsibilities in the Company
April 1977 Joined the Company
July 2001 Manager, Urban Energy Office, Sales Div., the Company
July 2002 Manager, Energy Solutions Office, Sales Div., theCompany
April 2005 Manager, Energy Solutions Dept., Sales Div., the Company
April 2009 Manager, Energy Dept., Eco-business Promotion Div., theCompany
April 2010 Executive Officer, Deputy General Manager, Eco-Business
Promotion Div., the Company
April 2013 Senior Executive Officer, Deputy General Manager, EcoBusiness Creation Div., the Company
June 2014 Director and Senior Executive Officer, Deputy General
Manager, Eco-Business Creation Div., the Company
December 2015 Director and Senior Executive Officer, Deputy General
Manager, Eco-Business Creation Div. and Manager, R&D
Center, the Company
April 2016 Director and Managing Executive Officer, Deputy General
Manager, Technology Div., the Company (to the present)[Significant concurrent positions]
None
Number of shares of the Company held: 50,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kunihiko Kitamura has been mainly engaged in the technology division.
Since his appointment as Executive Officer and then Director, he has been promoting the energy-saving
business and technology development in his capacity as Deputy General Manager of Technology Div.,utilizing his extensive experience and knowledge concerning the energy industry. He has been fulfilling his
duties appropriately and he is highly competent and specialized in his job. Therefore, the Company nominates
him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 10-

Candidate No. 8

Yasuhiro Kashima
Date of birth:
April 28, 1953
Reappointment

Career summary, positions and responsibilities in the Company
April 1976 Joined the Company
March 2012 General Manager, Human Resources Development Div., theCompany
May 2012 Executive Officer, General Manager, Human Resources
Development Div., the Company
April 2013 Executive Officer, President of Kyudenko Academy, theCompany
April 2015 Senior Executive Officer, President of Kyudenko Academy,
the Company
April 2017 Managing Executive Officer, the Company
June 2017 Director and Managing Executive Officer, the Company (tothe present)
Responsible for the President’s Office, human resources andlabor affairs, and general affairs[Significant concurrent positions]
None
Number of shares of the Company held: 18,000 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Yasuhiro Kashima has been mainly engaged in the human resources andlabor affairs division. Since his appointment as Executive Officer, being responsible for human resources
development, he has been engaged in the formulation of human resources development plans and an
environment for education and training of employees. Since his appointment as Director in 2017, he has beenpromoting the enhancement of the governance system and human resources development function as the
person-in-charge of the President’s Office, human resources and labor affairs, and general affairs. He has
been fulfilling his duties appropriately and he is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 11-

Candidate No. 9

Keizo Fukui
Date of birth:
December 1, 1957
New appointment

Career summary, positions and responsibilities in the Company
July 2006 General Manager, e-Business Sales Dept., MIZUHOCORPORATE BANKMay 2009 Joined the Company, General Manager, Sales Dept., Tokyo
Head Office, the Company
April 2010 General Manager, Sales Development Dept., Sales
Development Div., Tokyo Head Office Management Div., theCompany
April 2011 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., and General Manager, Sales Dept. II, Sales
Div., the Company
April 2012 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., the Company
May 2012 Executive Officer, Deputy General Manager, Sales Div., Tokyo
Head Office Management Div., the Company
April 2013 Executive Officer, Deputy General Manager, Sales Div., Tokyo
Head Office Management Div., the Company
April 2015 Senior Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office, the Company
April 2017 Managing Executive Officer, Deputy General Manager, Sales
Div., Tokyo Head Office, the Company
April 2018 Managing Executive Officer, Deputy General Manager, Sales
Div., the Company
April 2019 Managing Executive Officer, the Company (to the present)
Responsible for corporate strategic planning[Significant concurrent positions]
None

Number of shares of the Company held: 18,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Keizo Fukui has been mainly engaged in the sales division. Since his
appointment as Executive Officer, he has been fulfilling his duties appropriately with his extensive knowledge
and experience as the Deputy General Manager of both Head Office and Tokyo Head Office, by contributing
to the development of new customers. He is also highly competent and specialized in his job. Therefore, theCompany nominates him as a new candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 12-

Candidate No. 10

Akiyoshi Watanabe
Date of birth:
August 10, 1942
Reappointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
June 1996 Director, TOYOTA MOTOR CORPORATION
June 1998 Director, TOYOTA MOTOR KYUSHU, INC. (part-time)
June 2001 Managing Director, TOYOTA MOTOR CORPORATION
June 2002 Representative Director and President, TOYOTA MOTOR
KYUSHU, INC.
June 2008 Representative Director and Chairman, TOYOTA MOTOR
KYUSHU, INC.
June 2011 Advisor to TOYOTA MOTOR KYUSHU, INC. (retired in June
2015)
June 2011 Director, the Company (to the present)[Significant concurrent positions]
Outside Director, KYUSHU ELECTRIC POWER CO., INC.
Number of shares of the Company held: 0 share
Number of years served as the Company’s Outside Director: 8 years[Reasons for nomination as a candidate for Outside Director]
Mr. Akiyoshi Watanabe actively provides constructive input at meetings of the Board of Directors, from an
independent, objective and expert perspective, based on his extensive experience and outstanding oversightcapabilities related to overall management cultivated during his career which includes service as a
Representative Director of a company in another industry, and based on his knowledge related to production
as a manufacturer. He has been fulfilling his duties appropriately, including oversight of the businessexecution, and therefore the Company nominates him as a candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Akiyoshi Watanabe to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement
is the minimum amount stipulated by laws and regulations. If reappointment of Mr. Watanabe is approved at
this Meeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. Mr. Akiyoshi Watanabe is an Outside Director of KYUSHU ELECTRIC POWER CO., INC., which has
special relationship with the Company (major business partner).
3. In March and April, 2019, one employee of the Company was prosecuted for obstruction of auctions
regarding public contract and bribery, and three employees of the Company were prosecuted for collusion,in relation to the construction of a human excreta treatment plant that Chikujo town, Fukuoka had ordered
in 2016 while Mr. Akiyoshi Watanabe was in office as the Outside Director of the Company. Although
Mr. Akiyoshi Watanabe did not recognize the relevant facts beforehand, he continuously delivered his
recommendations on the importance of compliance and the thoroughness of compliance with laws andregulations. Since we recognized the relevant facts, he has been fulfilling his duties appropriately by
investigating the facts, further improving the Company group’s compliance system, promoting activities,
and delivering his recommendations for the prevention of recurrence.
4. In order to ensure independence of Outside Directors/Audit & Supervisory Board Members, in addition to
applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKA STOCKEXCHANGE, the Company has also established its own Independence Standards for Outside
Directors/Audit & Supervisory Board Members (See Page 18). As Mr. Watanabe has been determined tosatisfy the requirements of these standards, the Company has filed a notification with the said exchanges,
designating him as an Independent Director.

- 13-

Candidate No. 11

Sumio Kuratomi
Date of birth:
August 13, 1953
Reappointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
June 2008 Director and Executive Officer, General Manager, City
Development Business Div., NISHI-NIPPON RAILROAD CO.,LTD.
June 2011 Director and Managing Executive Officer, General Manager,
Corporate Planning Div., NISHI-NIPPON RAILROAD CO.,LTD.
June 2013 Representative Director and President, NISHI-NIPPONRAILROAD CO., LTD.
June 2016 Representative Director and President Executive Officer, NISHINIPPON RAILROAD CO., LTD. (to the present)
June 2016 Director, the Company (to the present)[Significant concurrent positions]Representative Director and President Executive Officer, NISHI-NIPPONRAILROAD CO., LTD.
Outside Director, THE FUKUOKA CHUO BANK, LTD.
Number of shares of the Company held: 300 shares
Number of years served as the Company’s Outside Director: 3 years[Reasons for nomination as a candidate for Outside Director]
Mr. Sumio Kuratomi serves as Representative Director of a company in another industry. Additionally, Mr.
Sumio Kuratomi provides constructive input at meetings of the Board of Directors, from an independent,
objective and expert perspective, based on his knowledge related to regional economics in addition to his
profound insight into group management and outstanding oversight capabilities. He has been fulfilling his
duties appropriately, including oversight of the business execution, and therefore the Company nominates
him as a candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Sumio Kuratomi to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. If reappointment of Mr. Kuratomi is approved at thisMeeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. Mr. Sumio Kuratomi is Representative Director and President Executive Officer of NISHI-NIPPONRAILROAD CO., LTD., which is a shareholder of the Company with 1.60% ownership interest in the
Company. Although the Company has transactions with NISHI-NIPPON RAILROAD CO., LTD., theamount of such transactions accounted for less than 0.25% of net sales of the Company and of NISHINIPPON RAILROAD CO., LTD. in the most recent fiscal year.
2. In March and April, 2019, one employee of the Company was prosecuted for obstruction of auctions
regarding public contract and bribery, and three employees of the Company were prosecuted for collusion,in relation to the construction of a human excreta treatment plant that Chikujo town, Fukuoka had ordered
in 2016 while Mr. Sumio Kuratomi was in office as the Outside Director of the Company. Although Mr.
Sumio Kuratomi did not recognize the relevant facts beforehand, he continuously delivered his
recommendations on the importance of compliance and the thoroughness of compliance with laws andregulations. Since we recognized the relevant facts, he has been fulfilling his duties appropriately by
investigating the facts, further improving the Company group’s compliance system, promoting activities,
and delivering his recommendations for the prevention of recurrence.
3. At THE FUKUOKA CHUO BANK, LTD. where Mr. Sumio Kuratomi serves as an Outside Director,
embezzlement of a customer’s cash by a bank employee was found in March 2016 and November 2017.
In appropriately fulfilling his duties as an Outside Director, Mr. Kuratomi has been providing ongoingrecommendations for the establishment of compliance systems, and after the detection of theembezzlement incident, he provided advice on prevention of recurrence of such incidents.
4. In order to ensure independence of Outside Directors/Audit & Supervisory Board Members, in addition to
applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKA STOCKEXCHANGE, the Company has established its own Independence Standards for Outside Directors/Audit& Supervisory Board Members (See Page 18). As Mr. Kuratomi has been determined to satisfy therequirements under these standards, the Company has filed a notification with the said exchanges,
designating him as an Independent Director.
- 14-

Proposal 2:
Election of Two (2) Audit & Supervisory Board Members
The term of office of Mr. Hidehiro Furukawa as an Audit & Supervisory Board Member will expire at theconclusion of this year’s Annual General Meeting of Shareholders and Mr. Toshio Sakemi will resign as an
Audit & Supervisory Board Member at the conclusion of this general meeting. Accordingly, it is proposed toelect two (2) Audit & Supervisory Board Members.
Mr. Yukinori Michinaga will be elected as an alternate for Mr. Toshio Sakemi, therefore his term of officewill be until the expiration of Mr. Toshio Sakemi’s term of office, as specified in the Company’s Articles ofIncorporation.
The consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows.

No.

1

2

Name

Current positions in the Company

Shinji Kato

New appointment

Yukinori Michinaga

New appointment
Outside Audit & S
upervisory Board
MemberIndependent Audit& Supervisory Board Member

General Manager assisting the Auditor’s
Office－Attendance at Audit& Supervisory
Board meetings
－

－

Note:
With respect to the “Policy and Procedures for Nomination of candidates for Directors and Audit & Supervisory Board
Members” and “Independence Standards for Outside Directors/Audit & Supervisory Board Members” established by theCompany, see Pages 18-19.

- 15-

Candidate No. 1

Shinji Kato
Date of birth:
August 6, 1959
New appointment

Career summary and positions in the Company
April 1982 Joined the Company
April 2012 General Manager, Corporate Planning Div., the Company
April 2013 General Manager, Corporate Strategic Planning Office, theCompany
July 2015 General Manager, Corporate Strategic Planning Office, andGeneral Manager, Related Business Office, the Company
April 2016 General Manager, Corporate Strategic Planning Office, theCompany
April 2017 President of Kyudenko Academy, Human Resources and Labor
Affairs Div., the Company
April 2019 General Manager assisting the Auditors’ Office, the Company(to the present)[Significant concurrent positions]
None

Number of shares of the Company held: 3,000 shares[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Since joining the Company, Mr. Shinji Kato has mainly engaged in the finance and accounting division. He
has appropriate and extensive knowledge in the field and is familiar with overall management with experiencein drafting our Medium-term Management Plan as the division head for corporate planning. He is also
expected to contribute to appropriate governance through auditing, and therefore, the Company nominates
him as a new candidate for Audit & Supervisory Board Member.
[Special remarks]
There are no special interests between the candidate and the Company.

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Candidate No. 2
April 2014

Yukinori Michinaga

April 2015

Date of birth:
November 1, 1957

April 2016
June 2016

New appointment
Outside Audit & Supervisory
Board Member
Independent Auditor

April 2019

Career summary and positions in the Company
Executive Officer, General Manager, Information
Communication Dept., SAIBU GAS CO., LTD.
Managing Executive Officer, General Manger, General Affairs
and Public Relations Dept., SAIBU GAS CO., LTD.
Managing Executive Officer, SAIBU GAS CO., LTD.
Director and Managing Executive Officer, SAIBU GAS CO.,LTD.
Representative Director and President, Executive Officer,
SAIBU GAS CO., LTD. (to the present)[Significant concurrent positions]Representative Director and President, SAIBU GAS CO., LTD.
Number of shares of the Company held: 0 share[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Yukinori Michinaga has extensive experience and broad knowledge as a corporate manager. He is expected
to provide useful advice from an objective and expert perspective, in addition to his profound insight into overallmanagement and outstanding oversight capabilities, and therefore, the Company nominates him as a new
candidate for Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]If the appointment of Mr. Michinaga is approved at this Meeting, the Company intends to enter into an agreementwith him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. Mr. Yukinori Michinaga is Representative Director and President of SAIBU GAS CO., LTD. Although theCompany has transactions with SAIBU GAS CO., LTD., the amount of such transactions accounted for lessthan 0.15% of net sales of the Company and of SAIBU GAS CO., LTD. in the most recent fiscal year.
2. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, in addition to
applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKA STOCKEXCHANGE, the Company has established its own Independence Standards for Outside Directors/Audit &Supervisory Board Members (See Page 18). As Mr. Michinaga has been determined to satisfy the requirements
under these standards, the Company has filed a notification with said exchanges, designating him as an
Independent Auditor.

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(Reference)
1. Policy and Procedures for Nomination of candidates for Directors and Audit & Supervisory Board Members
In order to ensure transparency in decision-making, and independence and objectivity of the functions of theBoard of Directors, the Company shall establish a Nomination Advisory Committee consisting of three or more
Directors including an independent Outside Director based on the proposal criteria for nomination and dismissalof Directors/Audit & Supervisory Board Members. The Nomination Advisory Committee shall resolve
proposals for nomination of candidates for Directors and Audit & Supervisory Board Members and for dismissalof Directors, and submit such proposals to the Board of Directors.
(1) Nomination of candidates for Directors
Based on the proposals of the Nomination Advisory Committee, the Board of Directors shall nominate fromwithin the Company capable individuals who have the experience, knowledge, and a proven track record in thetechnology, sales, and/or administration areas as candidates for Directors, and shall nominate individuals who
have been determined to satisfy the Company’s “Independence Standards for Outside Directors/Audit &Supervisory Board Members” as well as requirements under applicable laws and regulations, and who are
expected to provide guidance and advice to the Company from a global perspective based on their extensive
experience and broad knowledge as corporate managers as candidates for independent Outside Directors.
(2) Nomination of candidates for Audit & Supervisory Board Members
Based on the proposal of the Nomination Advisory Committee, the Board of Directors shall nominate
individuals from within the Company who are well versed in the Company’s business and overall operations
and are capable of overseeing overall management and providing valuable opinions at important meetings,
including meetings of the Audit & Supervisory Board and meetings of the Board of Directors as candidates for
Audit & Supervisory Board Members, and shall nominate individuals who have been determined to satisfy therequirements prescribed by the Companies Act and have extensive experience and broad knowledge ascandidates for Outside Audit & Supervisory Board Members.
2. Independence Standards for Outside Directors/Audit & Supervisory Board Members
An Outside Director or Outside Audit & Supervisory Board Member (hereinafter referred to as Outside
Director/Audit & Supervisory Board Member) is determined to be independent by the Company if none of thefollowing attributes applies to:
the Outside Director/Audit & Supervisory Board Member himself/herself, his/her spouse, or his/her first or
second-degree relative:(1) A person who is an executive of the Company or a group company of the Company or was an executive of
the Company or a group company of the Company within the past 10 years prior to his/her appointment as- 18-

an Outside Director/Audit & Supervisory Board Member.
(2) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has made payments to the Company representing morethan 2% of non-consolidated net sales of the Company in that fiscal year; or a person who is an executiveof a financial institution, which provides indispensable financing to the Company, and cannot be easily
replaced because of the Company’s reliance on the financing from such institution.
(3) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has received payments from the Company representing
more than 5% of non-consolidated net sales of such corporation in its most recent fiscal year.
(4) A person who received remuneration exceeding 10 million yen directly from the Company in any of themost recent three past fiscal years of the Company for providing professional services concerning law,accounting, tax affairs, or consulting services to the Company (excluding compensation as a Director or an
Audit & Supervisory Board Member of the Company) (If the recipient of such remuneration is anorganization, a person who is affiliated with such organization)(5) A person who belongs to an organization or an entity that received a donation or aid exceeding 10 million
yen in any of the most recent three past fiscal years of the Company(6) A person who is an executive of a corporation that is a shareholder of the Company which substantiallyowns 10% or more of the voting rights of the Company.
[Note]“Executive” means an executive director, executive officer, other staff or employee.

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