TOKYO, Japan ― Renesas Electronics Corporation (TSE:6723, “Renesas”), a premier supplier of advanced semiconductor solutions, today announced that it has resolved at the Meeting of Board of Directors held on February 29, 2024, to submit proposals to the 22nd Annual General Meeting of Shareholders (“the General Meeting of Shareholders”) : 1) to amend part of its Articles of Incorporation concerning matters relating to distribution of dividends from surplus, etc. and 2) to transition to a “Company with a Nomination Committee, etc.” The General Meeting of Shareholders is scheduled to be held on March 26, 2024.
Additionally, Renesas resolved at today’s meeting of Board of Directors to approve the changes to its executive personnel following the transition to a Company with a Nomination Committee, etc., with a condition that the above-mentioned amendments to its Articles of Incorporation are approved at the General Meeting of Shareholders. These executive personnel changes will become effective following the adoption of the resolutions at the General Meeting of Shareholders.
I. Partial Amendments to Articles of Incorporation
1. Amendments of Articles of Incorporation (No.1: Related to Distribution of Dividends from Surplus, etc.)
(1) Reason for Amendments
Currently, the provisions of Renesas' Articles of Incorporation related to distribution of dividends from surplus are stipulated assuming that Renesas may make dividends twice in a fiscal year (i.e. year-end dividends and interim dividends), and interim dividends are only dividends that may be paid by a resolution of the Board of Directors.
However, as we develop our businesses as a global semiconductor company, we would like to amend the Articles of Incorporation so that Renesas may, by a resolution of the Board of Directors, make not only interim dividends but also dividends made at any appropriate time, in addition to the conventional year-end dividends made by a resolution of the shareholders’ meeting. This is based on the aim to realize flexible dividend and capital policies, with a view to adopting the “Quarterly Dividend System” that many global companies have adopted. It will enable us to return management results to shareholders more quickly than in the past.
Accordingly, Renesas proposes to make necessary amendments to our Articles of Incorporation, including the establishment of a new article regarding the decision-making body for distributions of dividends from surplus, etc., the amendments of current articles regarding year-end dividends and the limitation of payment period, and the deletion of current articles regarding the acquisition of treasury stock and rules for interim dividends which overlap in content.
(2) Details of Amendments
Please refer to the attachment (PDF:156KB) for the details of the amendments to the Articles of Incorporation.
2. Amendments of Articles of Incorporation (No.2: Transition to a Company with a Nomination Committee, etc.)
(1) Reason for Amendments
Renesas is developing its businesses on a global basis to achieve sustainable growth and enhance its corporate value over the medium to long term in the rapidly changing and highly competitive semiconductor industry.
Under these circumstances, while adopting the structure of a Company with a Board of Corporate Auditors, Renesas has been working on various measures to enhance and strengthen its corporate governance system with the aim of realizing a monitoring model-type corporate governance system, which has become mainstream overseas. These measures include accelerating management of Renesas by considering the main responsibilities of the Board of Directors as the supervision of Renesas management’s business execution and delegating appropriate authority, and promoting transparency of management of Renesas by establishing a voluntary Nomination Committee and Compensation Committee.
However, in order for Renesas to further develop as a global company in the semiconductor industry, which is expected to undergo increasingly rapid change and competition in the future, Renesas needs to take these initiatives one step further and establish a corporate governance system that contributes to enhancing the speed and efficiency of management and strengthening the transparency and objectivity of management.
Therefore, in order to strengthen the corporate governance system, Renesas has determined to transition its structure from a Company with a Board of Corporate Auditors to a Company with a Nomination Committee, etc.
This structure of a Company with a Nomination Committee, etc. is designed as a monitoring model-type corporate governance system, which achieves both speedy and efficient management and also strengthens transparency and objectivity of management through clearly separating the Renesas’ supervisory function from its executive function.
Specifically, the Board of Directors will specialize in supervising the execution of business by Executive Officers as well as deliberating and deciding on the Company’s basic management policies, while promoting transparency and objectivity of management through the activities of three committees established under the umbrella of the Board of Directors (Nomination Committee, Compensation Committee and Audit Committee), the majority of whose members are Outside Directors. Delegating substantial authority over business execution to Executive Officers will enable acceleration and efficiency in management.
In connection with the transition to a Company with a Nomination Committee, etc., Renesas proposes to make necessary amendments to its Articles of Incorporation for the transition, including the establishment of new provisions related to the Nomination Committee, Compensation Committee, Audit Committee and Executive Officers and the deletion of current provisions related to Corporate Auditors and Board of Corporate Auditors.
(2) Details of Amendments
Please refer to the attachment (PDF: 156KB) for the details of the amendments to the Articles of Incorporation.
3. Schedule
- 22nd Annual General Meeting of Shareholders for amendments to Articles of Incorporation: March 26, 2024
- Effective date of amendments to Articles of Incorporation: March 26, 2024
II. Executive Personnel Changes
1. Outline of Changes to Members of the Board
<New Member of the Board> (As of March 26, 2024)
Tomoko Mizuno, Outside Director
<Brief Biography of the New Member of the Board>
| Name | Brief Biography | |
|---|---|---|
| Tomoko Mizuno | July 1994 September 2001 January 2003 June 2005 January 2009 April 2011 April 2013 March 2021 | Joined Bain & Company Japan, Inc. Joined Eli Lilly & Company as Marketing Associate Joined Eli Lilly Japan K.K. as Senior MR Joined Novartis Pharma K.K. as Brand Manager, New Product Planning Group Manager, Equa Marketing Group, Novartis Pharma K.K. Joined MSD K.K. as Brand Leader, Gardasil Marketing Group Joined Japan Automatic Machine Co., Ltd. as Director (present) Outside Corporate Auditor, the Company (present) |
2. Outline of the Change in Corporate Auditors
<Retiring Corporate Auditors>
(As of March 26, 2024: All members will retire upon transition to a Company with a Nomination Committee, etc. Asterisks (*) indicate positions currently held.)
Corporate Auditor (full-time)* Kazuki Fukuda
Outside Corporate Auditor* Kazuyoshi Yamazaki
Outside Corporate Auditor* Tomoko Mizuno (Appointed as a Member of the Board)
Outside Corporate Auditor* Miya Miyama
3. (Reference) Renesas’ Members of the Board and Committees and Executive Officer as of March 26, 2024
<Members of the Board and Executive Officer>
| Position | Name |
|---|---|
| Director, Representative Executive Officer, President and CEO | Hidetoshi Shibata |
| Outside Director | Jiro Iwasaki |
| Outside Director | Selena Loh LaCroix |
| Outside Director | Noboru Yamamoto |
| Outside Director | Takuya Hirano |
| Outside Director | Tomoko Mizuno |
<Members of the Nomination Committee, Compensation Committee and Audit Committee>
| Nomination Committee | Compensation Committee | Audit Committee | |
|---|---|---|---|
| Chairperson | Jiro Iwasaki (Outside Director) | Selena Loh LaCroix (Outside Director) | Tomoko Mizuno (Outside Director) |
| Member | Selena Loh LaCroix (Outside Director) | Hidetoshi Shibata (Director, Representative Executive Officer, President and CEO) | Jiro Iwasaki (Outside Director) |
| Takuya Hirano (Outside Director) | Noboru Yamamoto (Outside Director) | Noboru Yamamoto (Outside Director) | |
| － | Tomoko Mizuno (Outside Director) | － |
(Note) The appointment of the Representative Executive Officer and members of each committee will be resolved by the Board of Directors to be held after the closing of the 22nd Annual General Meeting of Shareholders, scheduled to be held on March 26, 2024.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE:6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. The leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, X, YouTube, and Instagram.
Forward-Looking Statements
The statements in this press release with respect to the plans, strategies and financial outlook of Renesas and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. Such forward-looking statements do not represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “continue,” “endeavor,” “estimate,” “expect,” “initiative,” “intend,” “may,” “plan,” “potential,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target,” “will” and similar expressions to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements discuss future expectations, identify strategies, contain projections of our results of operations or financial condition, or state other forward-looking information based on our current expectations, assumptions, estimates and projections about our business and industry, our future business strategies and the environment in which we will operate in the future. Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those contained or implied in any forward-looking statement, including, but not limited to, general economic conditions in our markets, which are primarily Japan, North America, Asia, and Europe; demand for, and competitive pricing pressure on, products and services in the marketplace; ability to continue to win acceptance of products and services in these highly competitive markets; and fluctuations in currency exchange rates, particularly between the yen and the U.S. dollar. Among other factors, downturn of the world economy; deteriorating financial conditions in world markets, or deterioration in domestic and overseas stock markets, may cause actual results to differ from the projected results forecast.
This press release is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this presentation, which neither we nor our advisors or representatives are under an obligation to update, revise or affirm.