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News Release

May. 12, 2015

Tsumura Announces Personnel Changes in Officers and Changes in Governance System

Tsumura & Co. (the "Company") announces that its Board of Directors has resolved at a meeting held on May 12, 2015 to change its governance system and that the Board has informally decided on personnel changes regarding its officers to be referred for discussion and resolution at the Company's General Meeting of Shareholders to be held on June 26, 2015 and to be formally determined thereafter by a meeting of the Board of Directors. Details are as follows.



1. Change in the governance system
On June 27, 2003, the Company introduced an executive officer system in order to promote the assignment of authority for the execution of business and to speed up decision-making. With the aim of enhancing the oversight functions of the Board of Directors and to clearly define the system for executive officers' business execution going forward, the Company will increase the number of Outside Directors and change the executive officer system, thereby establishing a governance system that enables speedier decision-making and more efficient business execution.
(1) Board of Directors
Two more Outside Directors will be added, resulting in the Board of Directors being comprised of three Directors and three Outside Directors.
(2) Executive officer system
The business execution functions of the executive officers will be defined more clearly. In addition, as of June 26, 2015, new positions for executive officers with specific titles will be created according to the job responsibilities of the executive officers.
(3) Management structure
The Company will implement the following management structure reform to ensure a system that enables quick responses to changes in the management environment and prompt and optimal decision-making and business execution.
(i) Reorganize the existing executive committee.
(ii) Establish an "Officers' Meeting" in order to promote efficiency in business execution
(iii) Establish an "Outside Directors' Meeting" in order to enhance transparency and fairness in management
(iv) Establish a "Board of Directors Office" as a department that assists the Board of Directors and Outside Directors' Meeting

 

2. Composition of executive officers (as of June 26, 2015)

Director candidates
President & Representative Director Terukazu Kato Representative Director
Director Toru Sugita
Director Yasunori Fuji
Outside Director Shigeru Sugimoto
Outside Director Kenichi Matsui To be newly appointed
Outside Director Yayoi Masuda To be newly appointed
Auditor candidates
Standing Auditor Terunari Nakayama To be newly appointed
Standing Auditor Tsuyoshi Iwasawa To be newly appointed
Outside Auditor  Kuniko Ouchi To be newly appointed
Outside Auditor  Kiyomi Haneishi To be newly appointed
Executive Officer Content of delegation / division subject to oversight
President & Executive Officer Terukazu Kato In charge of External Affairs Department and
Internal Auditing Department
Senior Managing Executive Officer Toru Sugita In charge of Corporate Communications Department,
Purchasing Department,
Logistics Planning Department and
Information Technology Department
Managing Executive Officer Ryuji Takasaki Head of Kampo Scientific Strategies Division
Senior Executive Officer Yasunori Fuji Head of Compliance Control Department/
In charge of Corporate Planning Department,
Personnel Department and
Accounting Department
Senior Executive Officer Shuichi Takeda Head of Reliability Assurance Division
Executive Officer Ryoichi Murata Head of Sales & Marketing Division
Executive Officer Koin Toda Head of Botanical Raw Materials Division/
In charge of China Coordination Department
Executive Officer Mitsuru Nakata Head of Secretary Department/
In charge of General Affairs Department and
Legal Department
Executive Officer Kimitoshi Usui Head of Production Division