KYOTO, Japan, April 25, 2006 (PRIMEZONE) -- Upon resolution by the Board of Directors held today, we are pleased to notify the shareholders of change in part of the Articles of Incorporation, which is to be discussed at the 33rd annual general meeting of shareholders scheduled for June 22, 2006.
The major changes planned are as follows:
(1) Limitation of right of shareholders with a less than unit
share Article 11 under proposed change is newly set forth
since a right of a shareholder with a less than unit share
may be limited only to a right to register self-interest
in accordance with Article 189.2 of the Company Law if
set forth in the Articles of Incorporation.
(2) Disclosure of reference documents, etc. on Internet
Article 16 (Disclosure of reference documents, etc. on
Internet) is newly set forth under Implementation Rules
of the Company Law and Rules on Company Calculation in
order to disclose information in a fulfilling manner at
a general meeting of shareholders.
(3) Resolution in writing by the Board of Directors Article
24, Clause 2 is newly set forth under Article 370 of the
Company Law in order to give approval on resolutions of
the Board of Directors by written or electro-magnetic
record for expeditious operation of the Board.
(4) Agreement on limited liability of an outside auditor.
An agreement limiting liability may be executed with
an outside auditor under Article 427 of the Company Law.
Chapter 6 and Article 31 under the proposed change are
set forth upon tightened requirements for an outside
auditor in order to request an able outside auditor
for his/her weighty liabilities.
(5) Body to decide distribution of surplus Article 33 of
the proposed change is newly set forth under Article 459
of the Company Law in order to make distribution of
surplus, etc. in an expeditious manner upon resolution
of the Board of Directors.
(6) In addition to the above, the required changes are made
such as addition, deletion, modification and transfer
of the provisions necessary for a joint-stock corporation
under the Company Law.
Full copy of the press release: http://www.nidec.co.jp/english/ir/index.html
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