Toray Industries, Inc.
Tokyo, Japan, November 8, 2022 – Toray Industries, Inc. submitted five propositions to the 141st Ordinary General Meeting of Stockholders of the Company held on June 23, 2022. All the propositions were approved. However, as regards Proposition No. 3 “Election of Twelve Members of the Board,” the ratio of affirmative votes was only 63.67% for the election of Akihiro Nikkaku. Moreover, the ratios of affirmative votes were less than 90% for the election of several other members of the Board and for Proposition No. 4 “Payment of Bonuses to Members of the Board.”
Taking the results seriously, we have analyzed the reasons and causes behind the opposing votes and discussed measures to be taken, in accordance with the Corporate Governance Code (Supplementary Principle 1.1.1)(*), as below.
| 1. |
Major reasons for opposing votes
We understand that the disapproval from some stockholders is primarily attributable to the composition of the Board of Directors, largely in terms of gender diversity, and inappropriate identification of certain resin products as receiving UL certification, which was discovered in December 2021. |
| 2. |
Measures to be taken
In order to ensure the diversity of the Board of Directors and encourage more active discussions, we will accelerate our efforts to promote women’s participation and advancement in the workplace, including the appointment of women as members of the Board.
We are determined to promote measures to prevent the recurrence of inappropriate actions, while continuing to strengthen compliance throughout the Group.
Furthermore, we will remain committed to conducting continuous dialogues with stockholders and investors to gain their understanding and support. |
(*) Supplementary Principle 1.1.1 of the Corporate Governance Code
1.1.1 When the board recognizes that a considerable number of votes have been cast against a proposal by the company and the proposal was approved, it should analyze the reasons behind opposing votes and why many shareholders opposed, and should consider the need for shareholder dialogue and other measures.
