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Name | Symbol | Market | Type |
---|---|---|---|
Advantest Corporation (PK) | USOTC:ATEYY | OTCMarkets | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.19 | 3.62% | 34.03 | 33.99 | 34.36 | 34.0499 | 32.56 | 32.56 | 85,538 | 21:03:02 |
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1.
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English translation of the Convocation Notice of the 73rd Ordinary General Meeting of Shareholders, including the Business Report for the 73rd Fiscal Year, of the registrant issued on June 1, 2015.
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Advantest Corporation | ||||
By: | /s/ Hiroshi Nakamura | |||
Name: | Hiroshi Nakamura | |||
Title: | Director, Managing Executive Officer | |||
Date and time:
|
June 24, 2015 (Wednesday) at 10:00 a.m. |
Place:
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Main Conference Room of Advantest Corporation
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Message to Shareholders
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page 2
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Convocation Notice of the 73rd Ordinary General Meeting of Shareholders
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page 3
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Reference Documents for the General Meeting of Shareholders
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page 6
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(Attachments)
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Business Report
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page 21
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Consolidated Financial Statements
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page 33
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Non-Consolidated Financial Statements
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page 40
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Audit Reports
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page 47
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(Reference) Memorandum to Shareholders
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page 53
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Shinichiro Kuroe
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Representative Director
|
|
President and CEO
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ADVANTEST CORPORATION
|
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32-1, Asahi-cho 1-chome,
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Nerima-ku, Tokyo
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1.
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Date and time:
|
June 24, 2015 (Wednesday) at 10:00 a.m.
(The reception desk will open at 9:00 a.m.) |
2.
|
Place:
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Main Conference Room of Advantest Corporation
32-1, Asahi-cho 1-chome, Nerima-ku, Tokyo |
3.
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Subject matters of the general meeting of shareholders:
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Matters to be reported: | ||||
Item No.1:
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Matters concerning the business report, consolidated financial statements and financial statements reporting for the 73rd Fiscal Year (from April 1, 2014 to March 31, 2015)
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|||
Item No.2:
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Matters concerning the results of audit of the Company’s consolidated financial statements by the Independent Auditors and the Audit & Supervisory Board
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|||
Matters to be resolved: | ||||
Agenda Item: |
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|||
Agenda Item No.1: |
Partial amendments to the Articles of Incorporation
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|||
Agenda Item No.2: | Election of 6 directors (excluding directors who are audit and supervisory committee members) | |||
Agenda Item No.3: |
Election of 3 directors who are audit and supervisory committee members
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|||
Agenda Item No.4: | Election of 1 substitute director who is an audit and supervisory committee member | |||
Agenda Item No.5: | Determination of the amount of remuneration for directors (excluding directors who are audit and supervisory committee members) | |||
Agenda Item No.6: | Determination of the amount of remuneration for directors who are audit and supervisory committee members | |||
Agenda Item No.7: | Determination of the amount of remuneration as stock options to directors (excluding directors who are audit and supervisory committee members) |
4.
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Instructions for the Exercise of Voting Rights:
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[Contact for inquiry regarding IT system, etc.]
Corporate Agency Division (Help desk) , Mitsubishi UFJ Trust and Banking Corporation
Phone number: 0120-173-027 (toll-free number within Japan)
Business hours: 9 a.m. to 9 p.m. (Japan time)
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Agenda Item No. 1:
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Partial amendments to the Articles of Incorporation
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1.
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Reason for Amendments
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1)
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According to the Law for Partial Amendment to the Companies Act (Law No. 90, 2014, “Amended Companies Act”) effective as of May 1, 2015, a stock company may transition to a company with an audit and supervisory committee. In order to further strengthen the supervisory function of the board of directors and its corporate governance system and thereby enhance the company’s enterprise value, the Company is transitioning its governance structure to a company with an audit and supervisory committee. In connection with this transition, the Company is making amendments to its Articles of Incorporation which are necessary for the transition to a company with an audit and supervisory committee, such as introducing new provisions for the audit and supervisory committee and its members and deleting provisions related to the audit and supervisory board and its members.
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2)
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Further, while the Amended Companies Act has made the requisite conditions for outside directors of a company stricter, it also amended the scope of directors of a company who may enter into a limited liability agreement with the company to directors who are not executive directors, etc. Given such amendment to the Companies Act, the Company is accordingly amending the relevant articles of its Articles of Incorporation which set forth the scope of directors who may enter into a limited liability agreement with the Company. The Company has obtained the consent of all audit and supervisory board members with respect to this amendment to the Articles of Incorporation.
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3)
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In addition, the Company is making other necessary amendments to the Articles of Incorporation of the Company, such as changes of wording and expressions and of the numbering of articles resulting from additions and/or deletions of articles, etc.
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2.
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Details of Proposed Amendments
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Present Article | Proposed Amendment | ||||
Article 2. |
(Objective)
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Article 2. |
(Objective)
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||
1. | (omitted) | 1. | (present provisions maintained) | ||
2.
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(omitted) | 2. | (present provisions maintained) | ||
3. | (omitted) | 3. | (present provisions maintained) | ||
4. | Lease and rental of equipment and appliances, etc., incidental to each of the foregoing items; | 4. | Lease and rental of equipment, appliances, etc., incidental to each of the foregoing items; | ||
5. | (omitted) | 5. | (present provisions maintained) | ||
6. | (omitted) | 6. | (present provisions maintained) | ||
Present Article | Proposed Amendment | ||||
Article 10.
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(Share Registration Agent)
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Article 10.
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(Share Registration Agent)
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||
1.
|
(omitted) |
1.
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(present provisions maintained) | ||
2.
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(omitted) | 2. | (present provisions maintained) | ||
3.
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Preparation of, and maintenance and other business concerning, the shareholders’ register and the register for stock acquisition rights shall be commissioned to the share registration agent and shall not be handled by the Company. | 3. | Preparation, maintenance and other business concerning the shareholders’ register and the register for stock acquisition rights shall be commissioned to the share registration agent and shall not be handled by the Company. | ||
Article 19.
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(Number of Directors)
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Article 19. |
(Number of Directors)
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||
The number of Directors of the Company shall be no more than ten (10). | 1. | The number of Directors of the Company shall be no more than fifteen (15). | |||
(Newly introduced) | 2. | Among the Directors set forth in the preceding paragraph, the number of Directors who are Audit and Supervisory Committee members shall be no more than five (5). | |||
Article 20.
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(Election of Directors)
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Article 20. |
(Election of Directors)
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||
1.
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Directors shall be elected at the General Meeting of Shareholders. | 1. | Directors shall be elected, distinguishing Directors who shall become Audit and Supervisory Committee members from those who shall not, at the General Meeting of Shareholders. | ||
2.
|
(omitted) |
2.
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(present provisions maintained) | ||
3. | Cumulative voting shall not be used for election of Directors. |
3.
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Cumulative voting shall not be used for resolution to elect Directors. | ||
Article 21.
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(Term of Office of Directors)
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Article 21.
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(Election of Directors)
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||
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The term of office of a Director shall expire at the close of the ordinary general meeting of shareholders pertaining to the last fiscal year ending within one (1) year after appointment.
|
1. | The term of office of a Director (excluding a Director who is an Audit and Supervisory Committee member) shall expire at the close of the ordinary general meeting of shareholders pertaining to the last fiscal year ending within one (1) year after his/her appointment. | ||
(Newly introduced) | 2. | The term of office of a Director who is an Audit and Supervisory Committee member shall expire at the close of the ordinary general meeting of shareholders pertaining to the last fiscal year ending within two (2) years after his/her appointment. | |||
(Newly introduced) | 3. | The term of office of a Director who is an Audit and Supervisory Committee member elected to fill the vacancy of another Director who was an Audit and Supervisory Committee member who retired before the expiration of his/her term of office shall be until the expiration of the term of office of such Director who was an Audit and Supervisory Committee member who retired. | |||
Present Article | Proposed Amendment | ||||
(Newly introduced) | 4. | The term of effectiveness of resolutions to elect a substitute Director who is an Audit and Supervisory Committee member in accordance with Article 329, Paragraph 3 of the Companies Act shall expire at the opening of the Ordinary General Meeting of Shareholders pertaining to the last fiscal year ending within two (2) years after such resolutions. | |||
Article 23. |
(Convocation Notice and Resolutions of the Board of Directors)
|
Article 23. | (Convocation Notice and Resolutions of the Board of Directors) | ||
1.
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A convocation notice of the Board of Directors shall be dispatched to each Director and Audit & Supervisory Board member at least three (3) days prior to the date set for the meeting; provided, however, that such period may be shortened in the case of urgency. | 1. | A convocation notice of the Board of Directors shall be dispatched to each Director at least three (3) days prior to the date set for a meeting; provided, however, that such period may be shortened in the case of urgency. | ||
2.
|
A convocation notice as provided for in the preceding paragraph may be omitted when the unanimous consent of all the Directors and the Audit & Supervisory Board members is obtained. | 2. | A convocation notice as provided for in the preceding paragraph may be omitted when the unanimous consent of all of the Directors is obtained. | ||
3.
|
A resolution of the Board of Directors shall be adopted by a majority vote of the Directors present at the meeting at which a majority of Directors are present. | 3. | A resolution of the Board of Directors shall be adopted by a majority vote of the Directors present at a meeting at which a majority of Directors who are entitled to participate in the resolution are present. | ||
4.
|
If a Director submits a proposal to resolve a matter that is subject to resolution by the Board of Directors and if all the directors (limited to those Directors who are entitled to participate in the resolution of such matter) consent to such proposal in writing or digitally (except when any Audit & Supervisory Board member objects to such proposal), the Company shall deem that there was a resolution by the Board of Directors adopting such proposal. | 4. | If a Director submits a proposal to resolve a matter that is subject to resolution by the Board of Directors and if all the Directors (limited to those Directors who are entitled to participate in the resolution of such matter) consent to such proposal in writing or digitally, the Company shall deem that there was a resolution by the Board of Directors adopting such proposal. | ||
(Newly introduced) | Article 24. | (Delegation of Decisions on Execution of Important Operational Matters) | |||
The Company may, pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies Act, delegate all or part of decisions on the execution of important operational matters (excluding the matters listed in Article 399-13, Paragraph 5 of the Companies Act) to Directors upon and in accordance with a resolution of the Board of Directors. | |||||
Article 24.
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(Regulations of the Board of Directors)
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Article 25. | (Regulations of the Board of Directors) | ||
(omitted) | (present provisions maintained) | ||||
Present Article | Proposed Amendment | ||||
Article 25.
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(Minutes of Meeting of the Board of Directors)
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Article 26. | (Minutes of Meeting of the Board of Directors) | ||
A summary of the proceedings, results and other matters required by laws and regulations regarding a meeting of the Board of Directors shall be recorded in the minutes in writing or digitally, and the Directors and Audit & Supervisory Board members present at the meeting shall affix their names and seals thereto or electronically sign thereon. | A summary of the proceedings, results and other matters required by laws and regulations regarding a meeting of the Board of Directors shall be recorded in the minutes in writing or digitally and the Directors present at the meeting shall affix their names and seals thereto or electronically sign thereon. | ||||
Article 26.
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(Remuneration, etc. of Directors)
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Article 27. | (Remuneration, etc. of Directors) | ||
Remuneration, bonuses and other financial interests received by Directors from the Company as compensation for undertaking their functions (“Remuneration, etc.”) shall be determined at a general meeting of shareholders. | Remuneration, bonuses and other financial interests received by Directors from the Company as compensation for undertaking their functions shall be determined, distinguishing Directors who are Audit and Supervisory Committee members from those who are not, at a general meeting of shareholders. | ||||
Article 27.
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(Exemption of Directors’ Liabilities)
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Article 28.
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(Exemption of Directors’ Liabilities) | ||
1.
|
(omitted) | 1. | (present provisions maintained) | ||
2.
|
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into contracts with its outside Directors to limit their liabilities for a failure to perform their duties, provided that the maximum amount of liabilities under such contracts shall be the total of the amounts provided in each item of Article 425, Paragraph 1 of the Companies Act. |
2.
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Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into contracts with its Directors (excluding its Executive Directors, etc.) to limit their liabilities for a failure to perform their duties, provided that the maximum amount of liabilities under such contracts shall be the total of the amounts provided in each item of Article 425, Paragraph 1 of the Companies Act. | ||
Article 28.
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(Counselors and Advisors)
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Article 29.
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(Counselors and Advisors) | ||
(omitted) | (present provisions maintained) | ||||
|
CHAPTER V. AUDIT & SUPERVISORY
|
CHAPTER V. AUDIT AND | |||
BOARD AND ITS MEMBERS | SUPERVISORY COMMITTEE | ||||
(Newly introduced) |
Article 30.
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(Establishment of Audit and Supervisory Committee) | |||
The Company shall establish an Audit and Supervisory Committee. | |||||
(Newly introduced) | Article 31. | (Convocation Notice and Resolutions of the Audit and Supervisory Committee) | |||
1. | A convocation notice of the Audit and Supervisory Committee shall be dispatched to each Audit and Supervisory Committee member at least three (3) days prior to the date set for a meeting; provided, however, that such period may be shortened in the case of urgency. | ||||
(Newly introduced) | 2. |
A convocation notice as provided for in the preceding paragraph may be omitted when the unanimous consent of all of the Audit and Supervisory Committee members is obtained.
|
|||
Present Article | Proposed Amendment | ||||
(Newly introduced) | 3. |
A resolution of the Audit and Supervisory Committee shall be adopted by a majority vote of the committee members present at a meeting at which a majority of the Audit and Supervisory Committee members who are entitled to participate in the resolution are present.
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|||
(Newly introduced) | Article 32. | (Regulations of the Audit and Supervisory Committee) | |||
Any matters concerning the Audit and Supervisory Committee shall be governed by the Regulations of the Audit and Supervisory Committee to be prescribed by the Audit and Supervisory Committee, in addition to laws and ordinances or these Articles of Incorporation. | |||||
(Newly introduced) | Article 33. | (Minutes of Meeting of the Audit and Supervisory Committee) | |||
A summary of the proceedings, results and other matters required by laws and regulations regarding a meeting of the Audit and Supervisory Committee shall be recorded in the minutes in writing or digitally, and the Audit and Supervisory Committee members present at the meeting shall affix their names and seals thereto or put their electronic signatures thereon. | |||||
Article 29. |
(Audit & Supervisory Board and its members)
|
(Deleted) | |||
The Company shall have Audit & Supervisory Board and its members.
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|||||
Article 30.
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(Number of Audit & Supervisory Board members)
|
(Deleted) | |||
The number of Audit & Supervisory Board members of the Company shall be no more than five (5).
|
|||||
Article 31.
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(Election of Audit & Supervisory Board members)
|
(Deleted) | |||
1. | Audit & Supervisory Board members shall be elected at the General Meeting of Shareholders. | ||||
2. | A resolution to elect an Audit & Supervisory Board member shall be made at a meeting at which the shareholders holding one-third (1/3) or more of the voting rights of the total shareholders who are entitled to exercise their voting rights, and shall be adopted by a majority of votes thereof. | (Deleted) | |||
Present Article | Proposed Amendment | ||||
Article 32. |
(Term of Office of Audit & Supervisory Board members)
|
(Deleted) | |||
1. | The term of office of an Audit & Supervisory Board member shall expire at the close of the ordinary general meeting of shareholders pertaining to the last fiscal year ending within four (4) years after his/her appointment. | ||||
2. | The term of office of an Audit & Supervisory Board member elected to fill a vacancy of another Audit & Supervisory Board member, who has retired before such another Audit & Supervisory Board member term of office expires, shall be until the term of office of such predecessor would expire. | (Deleted) | |||
Article 33.
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(Standing Audit & Supervisory Board member(s))
|
(Deleted) | |||
The Audit & Supervisory Board shall by its resolution elect standing Audit & Supervisory Board member(s).
|
|||||
Article 34.
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(Convocation Notice of the Audit & Supervisory Board and Resolution Thereof)
|
(Deleted) | |||
1. | The convocation notice of the Audit & Supervisory Board shall be dispatched to each Audit & Supervisory Board member at least three (3) days prior to the date set for the meeting; provided, however, that such period may be shortened in the case of urgency. | ||||
2. | The convocation notice as provided for in the preceding paragraph may be omitted when the unanimous consent of all the Audit & Supervisory Board members is obtained. | (Deleted) | |||
3. | The resolution of the Audit & Supervisory Board shall be adopted by a majority of Audit & Supervisory Board members, unless otherwise provided for by laws and ordinances. | (Deleted) | |||
Article 35.
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(Regulations of the Audit & Supervisory Board)
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(Deleted) | |||
Any matters concerning the Audit & Supervisory Board shall be governed by the Regulations of the Audit & Supervisory Board to be prescribed by the Audit & Supervisory Board in addition to the laws and ordinances or these Articles of Incorporation.
|
|||||
Present Article | Proposed Amendment | ||||
Article 36.
|
(Minutes of Meeting of the Audit & Supervisory Board)
|
(Deleted) | |||
|
A summary of proceedings, results and other matters required by applicable laws and regulations regarding a meeting of the Audit & Supervisory Board shall be recorded in the minutes in writing or digitally, and the Audit & Supervisory Board members present at the meeting shall affix their names and seals thereto or put their electronic signatures thereon.
|
||||
Article 37.
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(Remuneration, etc. of Audit & Supervisory Board members)
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(Deleted) | |||
|
Remuneration, etc. of Audit & Supervisory Board members shall be determined at a general meeting of shareholders.
|
||||
Article 38.
|
(Exemption of Audit & Supervisory Board members’ Liabilities)
|
(Deleted) | |||
1.
|
Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act and to the extent permitted by laws and regulations, the Company may, by resolution of the Board of Directors, exempt the liabilities of its Audit & Supervisory Board members (including persons who have previously served as the Company’s Audit & Supervisory Board members) for failing to perform their duties. | ||||
2.
|
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into contracts with its outside Audit & Supervisory Board members to limit their liabilities for a failure to perform their duties, provided that the maximum amount of liabilities under such contracts shall be the total of the amounts provided in each item of Article 425, Paragraph 1 of the Companies Act. | (Deleted) | |||
Article 39.
|
(Accounting Auditor(s))
|
Article 34. |
(Accounting Auditor(s))
|
||
~ | ~ | ||||
(omitted) | (present provisions maintained) | ||||
Article 43.
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(Expiration for Dividend Payment)
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Article 38.
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(Expiration for Dividend Payment)
|
||
(omitted)
|
(present provisions maintained) | ||||
(Newly introduced) | SUPPLEMENTARY PROVISIONS | ||||
Article 1. (Transition Measures) | |||||
With regard to (i) partial exemption in accordance with a resolution of the Board of Directors from liabilities for conduct of Audit & Supervisory Board members prior to the amendments to the Company’s Articles of Incorporation resolved at the Company’s 73rd ordinary general meeting of shareholders and (ii) contracts with Audit & Supervisory Board members to limit such liabilities, the provisions of Article 38 of the Company’s Articles of Incorporation prior to such amendments shall remain in effect. | |||||
Agenda Item No.2:
|
Election of 6 directors (excluding directors who are audit and supervisory committee members)
|
Name (Date of Birth) |
Brief personal history; position and assignment; and other significant concurrently held positions, if any | Number of the Company’s shares owned | ||
1
|
Shinichiro Kuroe (March 30, 1959) |
April 1981 | Joined Advantest Corporation | 3,905 |
June 2005
|
Executive Officer | |||
June 2009 | Director, Managing Executive Officer | |||
June 2013 | Director, Corporate Vice President | |||
August 2014 | Representative Director, President and CEO (present position) | |||
2
|
Osamu Karatsu (April 25, 1947) |
April 1975
|
Joined Nippon Telegraph and Telephone Public Corporation
|
1,245 |
June 1991
|
Executive Manager, LSI Laboratories, Nippon Telegraph and Telephone Corporation
|
|||
June 1997
|
Vice President and Director, Advanced Telecommunications Research Institute International
(Resigned June 1999) |
|||
April 1999
|
Principal Consultant, SRI Consulting K.K.
|
|||
April 2000
|
Chief Executive Director, SRI International Japan
(Resigned January 2012)
|
|||
June 2012
|
Outside Director of Advantest Corporation (present position)
|
|||
The reasons for nomination as a candidate for outside director and the number of years in office | ||||
■Mr. Osamu Karatsu is a candidate for outside director. | ||||
■The Company selected Mr. Osamu Karatsu as a candidate because of his considerable experience and knowledge as a semiconductor specialist, and the Company believes that he will contribute greatly to its management as an outside director. | ||||
■Mr. Osamu Karatsu has served as an outside director of the Company for three years.
|
Name
(Date of Birth) |
Brief personal history; position and assignment; and other significant concurrently held positions, if any | Number of the Company’s shares owned | ||
3
|
Seiichi Yoshikawa
(March 22, 1946) |
July 1969
|
Joined Fujitsu Limited
|
1,835 |
June 2000
|
Director, Fujitsu Laboratories Ltd.
|
|||
June 2004
|
Managing Director, Fujitsu Laboratories Ltd.
(Resigned June 2009) |
|||
March 2011
|
Chairman, QD Laser, Inc.
(Resigned December 2012) |
|||
September 2012
|
Principal Fellow, Center for Research and Development Strategy, Japan Science and Technology Agency (Resigned March 2015)
|
|||
June 2013
|
Outside Director of Advantest Corporation (present position)
|
|||
The reasons for nomination as a candidate for outside director and the number of years in office | ||||
■Mr. Seiichi Yoshikawa is a candidate for outside director.
|
||||
■The Company selected Mr. Seiichi Yoshikawa as a candidate because of his considerable experience and knowledge as a research and development strategy specialist, and the Company believes that he will contribute greatly to its management as an outside director.
|
||||
■Mr. Seiichi Yoshikawa has served as an outside director of the Company for two years.
|
||||
4
|
Sae Bum Myung (September 16, 1954) |
April 1989
|
Joined Advantest Corporation
|
2,493 |
June 2008
|
Executive Officer
|
|||
June 2011
|
Director, Managing Executive Officer (present position)
Sales and Marketing (present position)
Executive Vice President, Sales Group (present position) |
|||
|
||||
5
|
Hiroshi Nakamura
(December 4, 1957) |
April 1981
|
Joined Advantest Corporation
|
6,425 |
June 2006
|
Executive Officer
|
|||
June 2009
|
Managing Executive Officer
|
|||
June 2010
|
Executive Vice President, Corporate Administration Group (present position)
|
|||
June 2012
|
Director, Managing Executive Officer (present position)
|
|||
|
Corporate Administration (present position) | |||
6 |
Yoshiaki Yoshida
(February 8, 1958) |
April 1999 |
Joined Advantest Corporation
|
1,521 |
June 2006
|
Executive Officer | |||
June 2009
|
Managing Executive Officer
|
|||
June 2013
|
Director, Managing Executive Officer (present position) Corporate Planning and Corporate Communications (present position) Executive Vice President, Corporate Relations Group (present position) |
1.
|
These candidates do not have any special interest in the Company.
|
2.
|
The Company has registered Messrs. Osamu Karatsu and Seiichi Yoshikawa as independent directors with the Tokyo Stock Exchange.
|
3.
|
The Company has entered into a limited liability agreement pursuant to Article 427, Paragraph 1 of the Companies Act with each of Messrs. Osamu Karatsu and Seiichi Yoshikawa. The upper limit of liability based on this agreement is the minimum liability as provided in the applicable laws and ordinances.
|
Agenda Item No.3:
|
Election of 3 directors who are audit and supervisory committee members
|
Name
(Date of Birth) |
Brief personal history; position and assignment; and other significant concurrently held positions, if any
|
Number of the Company’s shares owned | ||
1 |
Yuichi Kurita
(July 28, 1949) |
April 1973
|
Joined Fujitsu Limited
|
5,800 |
April 2001
|
Joined Advantest Corporation
|
|||
June 2003
|
Executive Officer
|
|||
June 2007
|
Director, Managing Executive Officer
|
|||
June 2010
|
Director, Senior Executive Officer
|
|||
June 2012
|
Standing Audit & Supervisory Board Member (present position)
|
|||
2
|
Megumi Yamamuro
(March 8, 1948) |
April 1974
|
Assistant Judge, Tokyo District Court
|
1,317 |
April 1984
|
Judge, Tokyo District Court
|
|||
April 1988
|
Instructor, Legal Training and Research Institute
|
|||
April 1997
|
Judge, Tokyo High Court
|
|||
July 2004
|
Registered as Attorney-at-Law
Joined CAST Law P.C. (currently URYU & ITOGA) (present position)
|
|||
October 2004
|
Professor, The University of Tokyo Graduate School of Law and Politics
|
|||
June 2005
|
Outside Audit & Supervisory Board Member, Fujitsu Limited (present position)
|
|||
June 2006
|
Outside Audit & Supervisory Board Member, Advantest Corporation (present position)
|
|||
June 2009
|
Outside Audit & Supervisory Board Member, NIFTY Corporation (present position)
|
|||
October 2010
|
Professor, Nihon University Law School
|
|||
June 2013
|
Outside Audit & Supervisory Board Member, Yachiyo Industry Co., Ltd. (present position)
|
Name
(Date of Birth) |
Brief personal history; position and assignment; and other significant concurrently held positions, if any | Number of the Company’s shares owned | ||
The reasons for nomination as a candidate for outside director: | ||||
■Mr. Megumi Yamamuro is a candidate for outside director who is an audit and supervisory committee member.
|
||||
■The Company selected Mr. Megumi Yamamuro as a candidate because of his considerable experience and knowledge as a legal specialist, and the Company believes that he will contribute greatly to its management as an outside director who is an audit and supervisory committee member.
|
||||
■Although Mr. Megumi Yamamuro has not been directly involved in the management of a company in the past, because he has been engaged in legal practice as a judge and an attorney-at-law for an extensive period, the Company believes that he will be able to adequately perform his duties as an outside director who is an audit and supervisory committee member.
|
||||
■Mr. Megumi Yamamuro has served as an outside Audit & Supervisory Board Member of the Company for nine years.
|
||||
3 |
Yasushige Hagio (November 24, 1947) |
April 1972
|
Assistant Judge, Tokyo District Court
|
3,286 |
April 1982
|
Judge, Tokyo District Court
|
|||
April 1998
|
Instructor, Legal Training and Research Institute
|
|||
December 2003
|
Chief of Shizuoka District Court
|
|||
June 2004
|
Registered as Attorney-at-Law
|
|||
Joined Seiwa Patent & Law (present position) | ||||
June 2006
|
Outside Director of Advantest Corporation (present position)
|
|||
The reasons for nomination as a candidate for outside director and the number of years in office: | ||||
■Mr. Yasushige Hagio is a candidate for outside director who is an audit and supervisory committee member.
|
||||
■The Company selected Mr. Yasushige Hagio as a candidate because of his considerable experience and knowledge as a legal specialist, and the Company believes that he will contribute greatly to its management as an outside director who is an audit and supervisory committee member.
|
||||
■Although Mr. Yasushige Hagio has not been directly involved in the management of a company in the past, because he has been engaged in legal practice as a judge and an attorney-at-law for an extensive period, the Company believes that he will be able to adequately perform his duties as an outside director who is an audit and supervisory committee member.
|
||||
■Mr. Yasushige Hagio has served as an outside director of the Company for nine years.
|
1.
|
Messrs. Yuichi Kurita and Megumi Yamamuro are candidates for new directors.
|
2.
|
These candidates do not have any special interest in the Company.
|
3.
|
The Company has registered Mr. Megumi Yamamuro as an independent Audit & Supervisory Board Member and Mr. Yasushige Hagio as an independent director with the Tokyo Stock Exchange.
|
4.
|
The Company has entered into a limited liability agreement pursuant to Article 427, Paragraph 1 of the Companies Act with Messrs. Megumi Yamamuro and Yasushige Hagio. The upper limit of liability based on this agreement is the minimum liability as provided in the applicable laws and ordinances. If Mr. Megumi Yamamuro’s election is approved and he assumes the position of a director who is an audit and supervisory committee member, the Company intends to enter into a new limited liability agreement with the same terms and conditions.
|
Agenda Item No. 4:
|
Election of 1 substitute director who is an audit and supervisory committee member
|
Name
|
Osamu Karatsu
|
Agenda Item No.5:
|
Determination of the amount of remuneration for directors (excluding directors who are audit and supervisory committee members)
|
Agenda Item No.6:
|
Determination of the amount of remuneration for directors who are audit and supervisory committee members
|
Agenda Item No.7:
|
Determination of the amount of remuneration as stock options to directors (excluding directors who are audit and supervisory committee members)
|
1.
|
Reason for requesting shareholder approval
|
2.
|
Details of the Item
|
(1)
|
The amount of remuneration for directors (excluding directors who are audit and supervisory committee members)
|
(2)
|
Details of stock acquisition rights
|
①
|
Class and total number of shares to be issued or delivered upon exercise of stock acquisition rights
|
Number of shares to be issued or delivered upon exercise of each stock acquisition right
|
=
|
Total subscription price
|
Subscription price per share
|
②
|
Total number of stock acquisition rights to be issued
|
③
|
Subscription price to be paid upon exercise of each stock acquisition right
|
|
(a)
|
Formula for adjustment in the case of share split or consolidation
|
Subscription price per
share after adjustment |
=
|
Subscription price per
share before adjustment |
x
|
1
|
Ratio of split / consolidation
|
|
(b)
|
Formula for adjustment in the case of issuance of new shares or disposition of treasury shares below market price
|
Subscription price per share after adjustment
|
=
|
Subscription price per share before adjustment
|
x
|
Outstanding number of shares
|
+
|
Number of new shares to be issued
|
x
|
Subscription price per share to be issued
|
||
Market price per share | ||||||||||
Outstanding number of shares
|
+
|
Number of new shares to be issued | ||||||||
④
|
Exercise period of stock acquisition rights
|
⑤
|
Conditions for exercise of stock acquisition rights
|
|
(a)
|
The director (excluding a director who is an audit and supervisory committee member) to whom the stock acquisition rights has been issued must be a director, audit & supervisory board member, executive officer, employee or non-regular employee of the Company or its domestic or overseas subsidiary at the time of exercise, except where there are any reasons the Company deems justifiable.
|
|
(b)
|
Stock acquisition rights may not be inherited.
|
|
(c)
|
No stock acquisition right may be exercised in part.
|
⑥
|
Restriction on the transfer of stock acquisition rights
|
⑦
|
Other details of stock acquisition rights
|
(1)
|
Business conditions during the fiscal year
|
(i)
|
Operations and Results of Business
|
Fiscal Year |
FY2013
(the 72nd)
|
FY2014
(the 73rd)
|
Change from the previous period
|
|||||||||||||||||||||
Segment
|
Amount
(in million yen)
|
Percentage
(%)
|
Amount
(in million yen)
|
Percentage
(%)
|
Amount
(in million yen)
|
Percentage increase (decrease)
(%)
|
||||||||||||||||||
Semiconductor and Component Test System
|
73,017 | 65.3 | 108,320 | 66.3 | 35,303 | 48.3 | ||||||||||||||||||
Mechatronics System
|
14,984 | 13.4 | 28,347 | 17.4 | 13,363 | 89.2 | ||||||||||||||||||
Services, Support and Others
|
24,151 | 21.6 | 26,752 | 16.4 | 2,601 | 10.8 | ||||||||||||||||||
Intercompany transaction elimination
|
(274 | ) | (0.3 | ) | (90 | ) | (0.1 | ) | 184 | - | ||||||||||||||
Total
|
111,878 | 100.0 | 163,329 | 100.0 | 51,451 | 46.0 | ||||||||||||||||||
Overseas
|
99,657 | 89.1 | 150,209 | 92.0 | 50,552 | 50.7 |
(ii)
|
Capital Expenditures
|
(iii)
|
Financing
|
(2)
|
Conditions of Assets, Profit and Loss
|
FY2011
(the 70th)
|
FY2012
(the 71st)
|
FY2013
(the 72nd)
|
FY2014
(the 73rd)
|
|||||||||||||
Net sales (in: million yen)
|
141,048 | 132,903 | 111,878 | 163,329 | ||||||||||||
Net income (in: million yen)
|
(2,195 | ) | (3,821 | ) | (35,540 | ) | 12,948 | |||||||||
Basic net income per share (in: yen)
|
(12.67 | ) | (22.03 | ) | (204.10 | ) | 74.31 | |||||||||
Net assets (in: million yen)
|
131,552 | 141,241 | 116,252 | 140,938 | ||||||||||||
Total assets (in: million yen)
|
219,226 | 225,515 | 229,856 | 273,041 |
(Notes) |
1.
|
The Company prepared its consolidated financial statements in accordance with generally accepted accounting principles (GAAP) in the United States.
|
2.
|
The calculation of “Basic net income per share” was based on the average number of shares issued during the relevant fiscal year reduced by the average number of treasury shares held during the fiscal year.
|
(3)
|
Significant Subsidiaries
|
Name of Subsidiary
|
Common Stock
|
Percentage of Voting Rights
(Note)
|
Principal Activities
|
Advantest Laboratories Ltd.
|
¥50 million
|
100%
|
Research and development of measuring and testing technologies
|
Advantest Finance Inc.
|
¥1,000 million
|
100%
|
Leasing of the Company’s products and sales of used products
|
Advantest America, Inc.
|
4,059 thousand USD
|
100%
|
Development and sales of the Company’s products
|
Advantest Europe GmbH
|
10,793 thousand Euros
|
100%
|
Development and sales of the Company’s products
|
Advantest Taiwan Inc.
|
760,000 thousand New Taiwan Dollars
|
100%
|
Sales of the Company’s products
|
Advantest (Singapore) Pte. Ltd.
|
15,300 thousand Singapore Dollars
|
100%
|
Sales of the Company’s products
|
Advantest Korea Co., Ltd.
|
9,516 million Won
|
100%
|
Support for sales of the Company’s products
|
Advantest (China) Co., Ltd.
|
8,000 thousand USD
|
100%
|
Support for sales of the Company’s products
|
(4)
|
Issues to be Addressed
|
(5)
|
Primary Areas of Business
|
|
(6)
|
Significant Sales Offices and Factories
|
(i)
|
Japan
|
Category
|
Name of Office
|
Location
|
Head Office, Sales Offices and Service Offices
|
Head Office
|
Chiyoda-ku, Tokyo
|
Western Tokyo Office
|
Hachioji-shi, Tokyo
|
|
R&D Centers, Laboratories
|
Gunma R&D Center
|
Meiwa-machi, Ora-gun, Gunma
|
Saitama R&D Center
|
Kazo-shi, Saitama
|
|
Kitakyushu R&D Center
|
Kitakyushu-shi, Fukuoka
|
|
Advantest Laboratories
|
Sendai-shi, Miyagi
|
|
Factories
|
Gunma Factory
|
Ora-machi, Ora-gun, Gunma
|
Sendai Factory
|
Sendai-shi, Miyagi
|
Category
|
Name of Office
|
Location
|
Sales Offices, R&D Centers, Laboratories and Service Offices
|
Advantest America, Inc.
|
U.S.A.
|
Advantest Europe GmbH
|
Germany
|
|
Advantest Taiwan Inc.
|
Taiwan
|
|
Advantest (Singapore) Pte. Ltd.
|
Singapore
|
|
Advantest Korea Co., Ltd.
|
Korea
|
|
Advantest (China) Co., Ltd.
|
China
|
(7)
|
Employees
|
Number of Employees
|
Decrease from end of FY2013
|
4,564 (197)
|
61 (81)
|
(Note)
|
The numbers set forth above indicate the numbers of employees excluding part-time and non-regular employees. The numbers in brackets indicate the annual average number of such part-time and non-regular employees.
|
(8)
|
Major Lenders
|
(9)
|
Other significant matters with respect to the current status of the Advantest Group
|
(1)
|
Equity Stock (as of March 31, 2015)
|
(i)
|
Total number of issuable shares
|
440,000,000 shares
|
||
(ii)
|
Total number of issued shares
|
199,566,770 shares
|
(iii)
|
Number of shareholders
|
37,291
|
||
(iv)
|
Major Shareholders (Top 10 shareholders) |
Name of Shareholder
|
Number of Shares
(in: thousand shares)
|
Percentage of
Ownership (%)
|
||||||
The Master Trust Bank of Japan, Ltd. (trust account)
|
28,622 | 16.40 | ||||||
Mizuho Trust & Banking Co., Ltd. (retirement benefit trust (Fujitsu account), re-trust trustees, Trust & Custody Services Bank, Ltd.)
|
20,143 | 11.54 | ||||||
Japan Trustee Services Bank, Ltd. (trust account)
|
13,149 | 7.53 | ||||||
BNP Paribas Securities (Japan) Limited
|
5,995 | 3.44 | ||||||
Trust & Custody Services Bank, Ltd. (investment trust account)
|
4,056 | 2.32 | ||||||
Japan Trustee Services Bank, Ltd. (trust account 4)
|
3,592 | 2.06 | ||||||
Chase Manhattan Bank GTS Clients Account Escrow
|
2,134 | 1.22 | ||||||
State Street Bank and Trust Company 505225
|
2,092 | 1.20 | ||||||
State Street Bank West Client - Treaty 505234
|
1,962 | 1.12 | ||||||
HSBC Asia Equity Finance - Japan Equities (Trading)
|
1,958 | 1.12 |
(Notes)
|
1.
|
Percentage of Ownership is calculated excluding treasury stock (25,020,294 shares).
|
2.
|
Mizuho Trust & Banking Co., Ltd. (retirement benefit trust (Fujitsu account), re-trust trustees, Trust & Custody Services Bank, Ltd.) holds the 20,143 thousand shares of common stock listed above as the trustee of a retirement benefit plan of Fujitsu Limited, and exercises its voting rights pursuant to instructions given by Fujitsu Limited.
|
3.
|
The Company has acknowledged that in respect of the substantial shareholding reports filed pursuant to the “Disclosure of Substantial Shareholding” system, the Sumitomo Mitsui Trust Bank, Limited and its two affiliates jointly held 15,118 thousand shares of the Company as of March 31, 2015 according to the substantial shareholding reports filed on April 6, 2015. Mizuho Securities Co., Ltd. and its four affiliates jointly held 10,431 thousand shares of the Company as of February 27, 2015 according to the substantial shareholding reports filed on March 6, 2015. Nomura Securities Co., Ltd. and its four affiliates jointly held 17,490 thousand shares of the Company as of January 30, 2015 according to the substantial shareholding reports filed on February 6, 2015. However, the Company has not included the number of shares for which beneficial owners cannot be identified in the table above.
|
Financial Institutions and Securities Companies
|
95 holders, 98,592 thousand shares (49.4%)
|
Non-Japanese Holders
|
443 holders, 44,767 thousand shares (22.4%)
|
Individuals and Others
|
36,451 holders, 28,791 thousand shares (14.4%)
|
Other Entities and Treasury Shares
|
302 holders, 27,417 thousand shares (13.8%)
|
(2)
|
Stock Acquisition Rights
|
Resolution at the meeting of the Board of Directors held on June 24, 2011 |
Resolution at the meeting of the Board of Directors held on June 26, 2012
|
Resolution at the meeting of the Board of Directors held on June 26, 2013 | |||
Date of issuance |
July 12, 2011
|
July 12, 2012
|
July 12, 2013 | ||
Issuance Price |
¥49,600 per unit
|
¥34,700 per unit
|
¥46,000 per unit | ||
Holding status of stock acquisition rights by directors and audit & supervisory board members |
2,560 units
(10 persons)
|
1.480 units
(11 persons)
|
2,750 units
(12 persons)
|
||
Directors
(Excluding outside directors)
|
1,960 units
(5 persons)
|
1,180 units
(5 persons)
|
2,400 units
(5 persons)
|
||
Outside directors |
50 units
(1 persons)
|
100 units
(2 persons)
|
150 units
(3 persons)
|
||
Audit & Supervisory Board Members |
550 units
(4 persons)
|
200 units
(4 persons)
|
200 units
(4 persons)
|
||
Class and aggregate number of shares to be issued or delivered upon exercise |
256,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
148,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
275,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
||
Exercise price to be paid upon exercise |
¥1,529 per share
|
¥1,207 per share
|
¥1,669 per share | ||
Exercise period |
April 1, 2012 to March 31, 2016
|
April 1, 2013 to March 31, 2017
|
April 1, 2014 to March 31, 2018 | ||
Terms of exercise |
The stock acquisition rights may not be inherited.
|
||||
Reasons for the Company’s acquisition of the stock acquisition rights |
The Company shall automatically acquire the stock acquisition rights, for no consideration, if:
|
||||
(a)
|
the general meeting of shareholders resolves to approve (if approval by the shareholders’ meeting is not legally required, then the Board of Directors may approve) (i) any merger agreement pursuant to which the Company shall dissolve, (ii) any agreement or a plan pursuant to which the Company shall split all or part of its business or (iii) any stock-for-stock exchange agreement or stock-transfer plan pursuant to which the Company shall become a wholly-owned subsidiary of another company; | ||||
(b)
|
the rights holder becomes a person who does not hold any position as a director, audit & supervisory board member, executive officer, employee, advisor or non-regular employee of the Company or its subsidiaries before the expiration of the exercise period, unless the Company otherwise deems it appropriate to allow him/her to exercise his/her stock acquisition rights and notifies him/her to that effect; | ||||
(c)
|
the rights holder dies. | ||||
Restriction on the transfer of the stock acquisition rights | Acquisition of stock acquisition rights by transfer shall require approval by the Board of Directors. Provided, however, if it is the Company acquiring the stock acquisition rights by transfer, such transfer shall be deemed to be approved by the Board of Directors. | ||||
(3)
|
Directors and Audit & Supervisory Board Members
|
(i)
|
Directors and Audit & Supervisory Board Members (as of March 31, 2015)
|
Title
|
Name
|
Assignment in the Company and significant concurrent positions
|
Chairman of the Board and Representative Director
|
Toshio Maruyama
|
|
Representative Director
|
Shinichiro Kuroe*
|
|
Director
|
Yasushige Hagio
|
Attorney-at-Law, Senior Partner, Seiwa Patent & Law
|
Director
|
Osamu Karatsu
|
|
Director
|
Seiichi Yoshikawa
|
Principal Fellow, Center for Research and Development Strategy, Japan Science and Technology Agency
|
Director
|
Sae Bum Myung*
|
|
Director
|
Hiroshi Nakamura*
|
|
Director
|
Yoshiaki Yoshida*
|
|
Standing Audit & Supervisory Board Member
|
Yuichi Kurita
|
|
Standing Audit & Supervisory Board Member
|
Akira Hatakeyama
|
|
Audit & Supervisory Board Member
|
Megumi Yamamuro
|
Attorney-at-Law, URYU & ITOGA
Outside Audit & Supervisory Board Member of Fujitsu Limited
Outside Audit & Supervisory Board Member of NIFTY Corporation
Outside Audit & Supervisory Board Member of Yachiyo Industry Co., Ltd.
|
Audit & Supervisory Board Member
|
Masamichi Ogura
|
(Notes)
|
1.
|
Messrs. Yasushige Hagio, Osamu Karatsu and Seiichi Yoshikawa are outside directors.
|
|
2.
|
Messrs. Megumi Yamamuro and Masamichi Ogura are outside audit & supervisory board members.
|
|
3.
|
Mr. Masamichi Ogura, audit & supervisory board member, has considerable knowledge of financial and accounting matters from his extensive experience at Fujitsu Limited.
|
|
4.
|
The Company has registered directors Yasushige Hagio, Osamu Karatsu and Seiichi Yoshikawa, and audit & supervisory board members Megumi Yamamuro and Masamichi Ogura, as independent directors/audit & supervisory board members with the Tokyo Stock Exchange.
|
|
5.
|
The title of a director’s position was changed as described below on August 7, 2014.
|
Name
|
New
|
Old
|
Shinichiro Kuroe
|
Representative Director
|
Director
|
|
6.
|
Mr. Haruo Matsuno retired from his position as Representative Director on August 23, 2014 due to death.
|
|
7.
|
Mr. Seiichi Yoshikawa retired from his position as Principal Fellow, Center for Research and Development Strategy, Japan Science and Technology Agency on March 31, 2015.
|
|
8.
|
The Company has in place an Executive Officers System and * indicates a director who also serves as an Executive Officer.
|
9.
|
The positions of Executive Officers are currently held as follows:
|
Title
|
Name
|
Assignment in the Company and significant concurrent positions
|
President and CEO
|
Shinichiro Kuroe
|
|
Managing Executive Officer
|
Sae Bum Myung
|
Sales and Marketing
Executive Vice President, Sales Group
|
Managing Executive Officer
|
Hiroshi Nakamura
|
Corporate Administration
Executive Vice President, Corporate Administration Group
|
Managing Executive Officer
|
Yoshiaki Yoshida
|
Corporate Planning and Corporate Communications
Executive Vice President, Corporate Relations Group
|
Managing Executive Officer
|
Hideaki Imada
|
New Business Relations
Senior Vice President (Officer), New Concept Product Initiative
|
Managing Executive Officer
|
Hans-Juergen Wagner
|
SoC Test Business Groups
Managing Director (R&D, CTO), Advantest Europe GmbH
|
Executive Officer
|
Takashi Sugiura
|
Executive Vice President, Quality Assurance Group
|
Executive Officer
|
Takashi Sekino
|
Executive Vice President, Technology Development Group
|
Executive Officer
|
Soichi Tsukakoshi
|
Executive Vice President, Production Group
|
Executive Officer
|
Josef Schraetzenstaller
|
Managing Director (CEO), Advantest Europe GmbH
|
Executive Officer
|
Makoto Nakahara
|
Senior Vice President (Officer), Sales Group
|
Executive Officer
|
Toshiyuki Okayasu
|
Executive Vice President, SoC Test Business Group
|
Executive Officer
|
CH Wu
|
Director, President and CEO, Advantest Taiwan Inc.
|
Executive Officer
|
Kazuhiro Yamashita
|
Executive Vice President, System Solution Group
|
Executive Officer
|
Kenji Sato
|
Senior Vice President (Officer), Sales Group
|
Executive Officer
|
Takayuki Nakamura
|
Division Manager, Nanotechnology Business Division
|
Executive Officer
|
Wilhelm Radermacher
|
Vice President and General Manager V93000 SoC, Advantest Europe GmbH
|
Executive Officer
|
Masuhiro Yamada
|
Executive Vice President, Memory Test Business Group
|
Executive Officer
|
Satoru Nagumo
|
Executive Vice President, ASD Test & Measurement System Business Group
|
Executive Officer
|
Isao Sasaki
|
Executive Vice President, Field Service Group
|
Executive Officer
|
Koichi Tsukui
|
Senior Vice President (Officer), New Concept Product Initiative
|
Executive Officer
|
Keith Hardwick
|
Chief Financial Officer, Advantest America Inc.
|
Executive Officer
|
Douglas Lefever
|
Director, President and CEO, Advantest America, Inc.
|
(ii)
|
The amount of remuneration for directors and audit & supervisory board members
|
Category
|
Number
|
Amount of remuneration
|
Directors
|
9
|
¥411 million
|
Audit & Supervisory Board Members
|
4
|
¥75 million
|
Total
|
13
|
¥486 million
|
(Notes) |
1.
|
The amounts of remuneration set forth above include fixed remuneration paid to one director who retired from his position on August 23, 2014.
|
|
2.
|
The amount of remuneration set forth above includes the aggregate amount of remuneration for three outside directors and two outside audit & supervisory board members in the amount of ¥40 million.
|
(iii)
|
Matters pertaining to outside directors and outside audit & supervisory board members
|
|
(a)
|
Significant concurrent positions held and relationship to the Company
|
Name
|
Concurrent position(s)
|
Relationship to the Company
|
Yasushige Hagio
(Outside Director)
|
Senior Partner, Seiwa Patent & Law
|
There is no special relationship between Seiwa Patent & Law and the Company.
|
Megumi Yamamuro
(Outside Audit & Supervisory Board Member)
|
Outside Audit & Supervisory Board Member, Fujitsu Limited
|
Fujitsu Limited holds the right to instruct the voting of shares in the Company held by Mizuho Trust & Banking Co., Ltd. (11.54%) (retirement benefit trust (Fujitsu account), re-trust trustees, Trust & Custody Services Bank, Ltd.). The Company sells products to and purchases parts from Fujitsu Limited.
|
Outside Corporate Auditor, NIFTY Corporation
|
There is no special relationship between NIFTY Corporation and the Company.
|
|
Outside Audit and Supervisory Board Member, Yachiyo Industry Co., Ltd.
|
There is no special relationship between Yachiyo Industry Co., Ltd. and the Company.
|
|
(b)
|
Principal activities
|
Name
|
Attendance
|
Participation at meetings
|
Yasushige Hagio
(Outside Director)
|
Meetings of Board of Directors:
14 out of 14 times
|
Mr. Hagio expresses his opinions based mainly on his expertise as an attorney-at-law at meetings of the Board of Directors.
|
Osamu Karatsu
(Outside Director)
|
Meetings of Board of Directors:
14 out of 14 times
|
Mr. Karatsu expresses his opinions based mainly on his knowledge of the industry at meetings of the Board of Directors.
|
Seiichi Yoshikawa
(Outside Director)
|
Meetings of Board of Directors:
14 out of 14 times
|
Mr. Yoshikawa expresses his opinions based mainly on his knowledge of the research and development strategy at meetings of the Board of Directors.
|
Megumi Yamamuro
(Outside Audit & Supervisory Board Member)
|
Meetings of Board of Directors:
14 out of 14 times
Meetings of Audit & Supervisory Board : 15 out of 15 times
|
Mr. Yamamuro expresses his opinions based mainly on his expertise as an attorney-at-law at meetings of the Board of Directors and Audit & Supervisory Board.
|
Masamichi Ogura
(Outside Audit & Supervisory Board Member)
|
Meetings of Board of Directors:
14 out of 14 times
Meetings of Audit & Supervisory Board : 15 out of 15 times
|
Mr. Ogura expresses his opinions based mainly on his experience in company management and his knowledge of the industry at meetings of the Board of Directors and Audit & Supervisory Board.
|
|
(c)
|
Overview of limited liability agreements
|
(4)
|
Accounting Auditor
|
(i)
|
Name of accounting auditor
|
(ii)
|
Remuneration
|
Amount
|
|
Remuneration to the accounting auditor for this fiscal year
|
¥251 million
|
Total amount of cash and other financial benefits payable by the Company and its subsidiaries to the accounting auditor
|
¥252 million
|
(Notes) 1.
|
Under the agreement between the Company and the accounting auditor, as the Company has not drawn any distinction between the remuneration for the audit services pursuant to the Companies Act and the Financial Instruments and Exchange Act of Japan and the remuneration for the audit services pursuant to the U.S. Securities and Exchange Act, the amount set forth above represents the aggregate amount of these audit services.
|
|
|
2.
|
The Company’s significant overseas subsidiaries have been audited by the Ernst & Young Group.
|
(iii)
|
Policies on dismissal or non-reappointment of the accounting auditor
|
(5)
|
System to ensure the appropriateness of business
|
|
1.
|
Framework to the effective performance of duties by directors
|
|
(i)
|
The Company promotes management efficiency by separating the management decision making function and supervisory function from the function of the execution of operations. The Board of Directors shall make management decisions and supervise management. As for execution of operations, executive officers (including the Representative Director) and employees shall execute operations based on the Board of Directors’ clarification of the function and authority of the body executing operations.
|
|
(ii)
|
The Board of Directors, as the management decision making body, shall make decisions on significant matters with respect to the management policies and management strategies for the Advantest Group, and in its capacity to supervise management, the Board of Directors, including outside directors shall monitor and supervise the status of exercise of duties by executive officers while delegating necessary authorities to ensure the prompt and efficient performance of duties.
|
|
(iii)
|
The Board of Directors shall approve the Advantest Group’s management plans, receive reports on business results based on monthly closing account, financial situation, status of the performance of duties by each department, and review the appropriateness of such plans.
|
|
(iv)
|
The Internal Control Committee shall report the development and management of the internal control system, as deemed necessary, to the Board of Directors.
|
|
2.
|
Framework to ensure the compliance with applicable laws and ordinances as well as the articles of incorporation by directors, executive officers, and employees in performing their duties
|
|
(i)
|
To ensure compliance with laws and ordinances as well as the articles of incorporation, and to ensure that actions are taken faithfully and ethically, the Company shall establish the Advantest Code of Conduct for all directors, executive officers and employees of the Advantest Group, and notify such directors, executive officers and employees of these codes. Furthermore, the Company shall establish the “Code of Ethics for Executives” for directors and executive officers.
|
|
(ii)
|
As a framework to realize full compliance with laws and ordinances, the Company shall establish the Corporate Ethics Committee that monitors the implementation of the Advantest Code of Conduct. In addition, to handle reports and consultation regarding questionable matters in light of the Advantest Code of Conduct, the Company shall establish the “Corporate Ethics Helpline”, a system in which a person who reports shall not be treated disadvantageously.
|
|
(iii)
|
The Company shall establish subcommittees such as the Disclosure Committee and the Internal Control Committee in order to fulfill its corporate social responsibilities.
|
|
3.
|
Rules relating to the management of risk of loss and other frameworks
|
|
(i)
|
With respect to potential risks behind management environment, business activities and corporate assets, the Company shall identify and classify risk factors for each important business process, analyze the magnitude of risks, possibility of actual occurrence and frequency of such occurrence, etc., and create written policies and procedures regarding the appropriate response to and avoidance/ reduction of the risks, as part of the internal control activities.
|
|
(ii)
|
With respect to emergency situations such as disasters, the Company shall establish the Risk Management Group, create written emergency action guidelines and prepare by implementing education and training programs on a regular base.
|
(iii)
|
The Internal Control Committee shall thoroughly manage risks and report material risks to the Board of Directors.
|
(iv)
|
The Company is making efforts to prevent occupational injuries, create a comfortable working environment, and promote the good health of its employees through the establishment of the Safety and Health Committee.
|
|
4.
|
Framework regarding the retention and management of information with respect to the performance of duties by directors
|
|
(i)
|
The Company shall properly retain and manage the following information regarding the exercise of duties by directors, pursuant to the internal rules that stipulate details such as the period of retention, person in charge of retention and method of retention.
|
|
(ii)
|
The Company shall establish the Information Security Committee that is responsible for protecting personal information and preventing confidential information from leaking.
|
|
5.
|
Framework to ensure the appropriateness of operations of the Company, and the group as a whole, including its subsidiaries
|
|
(i)
|
The Advantest Group shall establish and operate the same quality of internal control system for the Company and its group companies in order to conduct the consolidated group management placing an emphasis on business evaluation based on consolidated accounting.
|
|
(ii)
|
The internal control system of the Advantest Group is supported by each department of the Company that is responsible for each group company, and is established and operated as a unified system based on the policies of the group created by the Internal Control Committee. Significant matters concerning the status of each group company that is controlled by the Internal Control Committee shall be reported to the Board of Directors.
|
|
(iii)
|
Auditing Group of the Company supervises an internal audit to each group company.
|
|
6.
|
Matters relating to employees that assist the Audit & Supervisory Board in the event that a request to retain such employees is made by the Audit & Supervisory Board
|
|
(i)
|
In the event that the Audit & Supervisory Board requests the placement of employees to assist with its duties, employees shall be placed as necessary.
|
|
(ii)
|
In the event that the Audit & Supervisory Board decides that it is capable of conducting an audit effectively without employees’ assistance, such employees shall not be placed.
|
|
7.
|
Matters relating to the independence of employees from directors in the preceding article
|
|
(i)
|
In placing employees to assist the Audit & Supervisory Board, the prior consent of the Audit & Supervisory Board acknowledging the independence of the employees from directors shall be obtained.
|
|
8.
|
Framework for reporting by directors, executive officers and employees to audit & supervisory board members, and for other reports to the audit & supervisory board members
|
|
(i)
|
The Company shall adopt a system that allows audit & supervisory board members to attend important meetings such as the meeting of the Board of Managing Executive Officers and to keep abreast important matters regarding the execution of operations.
|
|
(ii)
|
In the event that a report or consultation is made to the Corporate Ethics Helpline with respect to corporate accounting, internal control or auditing, such report or consultation shall be directly reported to or consulted with audit & supervisory board members.
|
|
9.
|
Other frameworks to ensure the effective implementation of audit by audit & supervisory board members
|
|
(i)
|
The Company shall ensure that audit & supervisory board members share information held by the Auditing Group (an internal audit section of the Company) and that there are opportunities to exchange opinions with the Auditing Group as deemed necessary.
|
(6)
|
Policies on the distribution of surplus
|
FY2014
|
FY2013
(reference)
|
FY2014
|
FY2013
(reference)
|
||||||||||
Assets
|
Liabilities
|
||||||||||||
Current assets
|
164,801
|
124,819
|
Current liabilities
|
49,686
|
26,607
|
||||||||
Cash and cash equivalents
|
97,574
|
68,997
|
Trade accounts payable
|
18,101
|
12,353
|
||||||||
Trade receivable, net
|
24,960
|
20,404
|
Accrued expenses
|
10,482
|
6,775
|
||||||||
Inventories
|
37,210
|
30,200
|
Accrued income taxes
|
2,106
|
1,089
|
||||||||
Other current assets
|
5,057
|
5,218
|
Accrued warranty expenses
|
1,525
|
1,589
|
||||||||
Investment securities
|
2,249
|
3,741
|
Corporate bonds maturing within one year
|
10,000
|
-
|
||||||||
Property, plant and equipment, net
|
38,480
|
39,925
|
Customer prepayments
|
4,900
|
2,488
|
||||||||
Intangible assets, net
|
4,085
|
3,545
|
Other current liabilities
|
2,572
|
2,313
|
||||||||
Goodwill
|
54,590
|
46,846
|
Corporate bonds
|
15,000
|
25,000
|
||||||||
Other assets
|
8,836
|
10,980
|
Convertible bonds
|
30,119
|
30,149
|
||||||||
Accrued pension and severance costs
|
35,034
|
28,641
|
|||||||||||
Other liabilities
|
2,264
|
3,207
|
|||||||||||
Total liabilities
|
132,103
|
113,604
|
|||||||||||
Commitments and contingent liabilities
|
|||||||||||||
Stockholders’ equity
|
|||||||||||||
Common stock
|
32,363
|
32,363
|
|||||||||||
Capital surplus
|
43,770
|
43,906
|
|||||||||||
Retained earnings
|
141,104
|
130,740
|
|||||||||||
Accumulated other comprehensive income
|
18,387
|
5,326
|
|||||||||||
Treasury stock
|
(94,686
|
) |
(96,083
|
) | |||||||||
Total stockholders’ equity
|
140,938
|
116,252
|
|||||||||||
Total assets
|
273,041
|
229,856
|
Total liabilities and stockholders’ equity
|
273,041
|
229,856
|
(unit: million yen) | ||||||||
FY2014
|
FY2013
(reference)
|
|||||||
Net sales
|
163,329 | 111,878 | ||||||
Cost of sales
|
72,903 | 62,545 | ||||||
Gross profit
|
90,426 | 49,333 | ||||||
Research and development expenses
|
29,876 | 32,670 | ||||||
Selling, general and administrative expenses
|
45,720 | 39,964 | ||||||
Impairment charge
|
211 | 13,068 | ||||||
Operating income (loss)
|
14,619 | (36,369 | ) | |||||
Other income (expense):
|
||||||||
Interest and dividend income
|
203 | 199 | ||||||
Interest expense
|
(137 | ) | (140 | ) | ||||
Gain on sale of investment securities
|
750 | 1,396 | ||||||
Other, net
|
3,424 | (587 | ) | |||||
Income (loss) before income taxes and equity in earnings (loss) of affiliated company
|
18,859 | (35,501 | ) | |||||
Income taxes (benefit)
|
5,911 | 61 | ||||||
Equity in earnings of affiliated company
|
- | 22 | ||||||
Net income (loss)
|
12,948 | (35,540 | ) |
(unit: million yen) | ||||||||
FY2014
|
FY2013
(reference)
|
|||||||
Comprehensive income (loss)
|
||||||||
Net income (loss)
|
12,948 | (35,540 | ) | |||||
Other comprehensive income (loss), net of tax
|
||||||||
Foreign currency translation adjustments
|
17,474 | 12,555 | ||||||
Net unrealized gains (losses) on investment securities
|
(266 | ) | (642 | ) | ||||
Pension related adjustment
|
(4,147 | ) | 342 | |||||
Total other comprehensive income
|
13,061 | 12,255 | ||||||
Total Comprehensive income (loss)
|
26,009 | (23,285 | ) |
FY2014
|
FY2013
(reference)
|
|||||||
Common stock
|
||||||||
Balance at beginning of year
|
32,363 | 32,363 | ||||||
Changes in the year
|
||||||||
Total changes in the year
|
- | - | ||||||
Balance at end of year
|
32,363 | 32,363 | ||||||
Capital surplus
|
||||||||
Balance at beginning of year
|
43,906 | 42,801 | ||||||
Changes in the year
|
||||||||
Stock option compensation expense
|
- | 1,283 | ||||||
Exercise of stock option
|
(136 | ) | (178 | ) | ||||
Total changes in the year
|
(136 | ) | 1,105 | |||||
Balance at end of year
|
43,770 | 43,906 | ||||||
Retained earnings
|
||||||||
Balance at beginning of year
|
130,740 | 170,626 | ||||||
Changes in the year
|
||||||||
Net income (loss)
|
12,948 | (35,540 | ) | |||||
Cash dividends
|
(1,742 | ) | (3,480 | ) | ||||
Sale of treasury stock
|
(842 | ) | (866 | ) | ||||
Total changes in the year
|
10,364 | (39,886 | ) | |||||
Balance at end of year
|
141,104 | 130,740 | ||||||
Accumulated other comprehensive income (loss)
|
||||||||
Balance at beginning of year
|
5,326 | (6,929 | ) | |||||
Changes in the year
|
||||||||
Other comprehensive income (loss), net of tax
|
13,061 | 12,255 | ||||||
Total changes in the year
|
13,061 | 12,255 | ||||||
Balance at end of year
|
18,387 | 5,326 | ||||||
Treasury stock
|
||||||||
Balance at beginning of year
|
(96,083 | ) | (97,620 | ) | ||||
Changes in the year
|
||||||||
Purchases of treasury stock
|
(33 | ) | (2 | ) | ||||
Sale of treasury stock
|
1,430 | 1,539 | ||||||
Total changes in the year
|
1,397 | 1,537 | ||||||
Balance at end of year
|
(94,686 | ) | (96,083 | ) | ||||
Total stockholders’ equity
|
||||||||
Balance at beginning of year
|
116,252 | 141,241 | ||||||
Changes in the year
|
||||||||
Net income (loss)
|
12,948 | (35,540 | ) | |||||
Other comprehensive income (loss), net of tax
|
13,061 | 12,255 | ||||||
Cash dividends
|
(1,742 | ) | (3,480 | ) | ||||
Stock option compensation expense
|
- | 1,283 | ||||||
Decrease by exercise of stock option
|
(136 | ) | (178 | ) | ||||
Purchases of treasury stock
|
(33 | ) | (2 | ) | ||||
Sale of treasury stock
|
588 | 673 | ||||||
Total changes in the year
|
24,686 | (24,989 | ) | |||||
Balance at end of year
|
140,938 | 116,252 |
1.
|
Notes to significant matters based on which the consolidated financial statements were prepared
|
|
(1)
|
Basis of presentation
The consolidated financial statements including the consolidated balance sheets and the consolidated statements of operations have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to paragraph 1 of Article 120-2 of the Company Accounting Regulation (kaisha keisan kisoku). Pursuant to the provisions of the article, however, certain disclosures required on the basis of U.S. GAAP are omitted.
|
|
(2)
|
Scope of consolidation
Consolidated subsidiaries
|
|
(a)
|
Number of consolidated subsidiaries
|
31
|
|
(b)
|
Names of major consolidated subsidiaries are omitted, as they are described in “1. Current Conditions of the Advantest Group, (3) Significant Subsidiaries” of the Business Report.
|
|
(3)
|
Significant accounting policies
|
(i)
|
Cash equivalents
|
(ii)
|
Inventories
|
(iii)
|
Securities
|
(iv)
|
Depreciation of property, plant, and equipment
|
(v)
|
Goodwill and other intangible assets
|
(vi)
|
Impairment of long-lived assets
|
(vii)
|
Allowances
|
(viii)
|
Translation of foreign financial statements
|
(ix)
|
Implementation of a Consolidated Tax System
|
2.
|
Notes to Consolidated Balance Sheets
|
|
(1)
|
Allowance for doubtful accounts: ¥316 million
|
|
(2)
|
Accumulated depreciation on property, plant and equipment: ¥45,567 million
|
3.
|
Notes to Consolidated Statements of Stockholders’ Equity
|
|
(1)
|
Total number of issued shares as of March 31, 2015
|
|
Common stock
|
199,566,770 shares
|
|
(2)
|
Distribution of surplus
|
(i)
|
Amount of distribution
|
Resolution
|
Class of shares
|
Aggregate amount of distribution
|
Amount of distribution per share
|
Record date
|
Effective date
|
Resolution at the meeting of the Board of Directors held on May 28, 2014
|
Common stock
|
¥871 million
|
¥5
|
March 31, 2014
|
June 3, 2014
|
Resolution at the meeting of the Board of Directors held on October 28, 2014
|
Common stock
|
¥871 million
|
¥5
|
September 30, 2014
|
December 1, 2014
|
(ii)
|
Distribution with a record date in fiscal year 2014 and an effective date in fiscal year 2015
|
Resolution
|
Class of shares
|
Source of distribution
|
Aggregate amount of distribution
|
Amount of distribution per share
|
Record date
|
Effective date
|
Resolution at the meeting of the Board of Directors held on May 27, 2015
|
Common stock
|
Retained earnings
|
¥1,745 million
|
¥10
|
March 31, 2015
|
June 2, 2015
|
(3)
|
Stock acquisition rights outstanding as of March 31, 2015
|
|
Common stock
|
819,000 shares
|
|
Common stock
|
445,069 shares
|
|
Common stock
|
419,000 shares
|
|
Common stock
|
1,671,000 shares
|
|
Common stock
|
2,422,000 shares
|
4.
|
Notes to Financial Products
|
|
(1)
|
Financial Products
|
|
(2)
|
Market Value of Financial Products
|
(unit: million yen) | |||||||||||||||
Consolidated balance
sheet amount (*) |
Market value (*)
|
Difference
|
|||||||||||||
(1) |
Investment securities
|
||||||||||||||
Available-for-sale securities
|
1,773 | 1,773 | — | ||||||||||||
(2) |
Corporate bonds maturing within one year
|
(10,000 | ) | (10,000 | ) | ||||||||||
(3) |
Corporate Bonds
|
(15,000 | ) | (15,024 | ) | (24) | |||||||||
(4) |
Convertible Bonds
|
(30,119 | ) | (33,555 | ) | (3,436) |
|
(*)
|
“( )” means such amount is recorded as a liability.
|
|
(Notes)
|
1.
|
Matters with respect to calculation method of market value of financial products and transactions of securities and derivatives
|
|
(1)
|
With respect to investment securities, those with fair value are presented with estimation, those that are listed on the stock exchanges are at market value.
|
|
(2)
|
Amount of exchange forward contracts is based on the amount calculated by the executing financial institution, and is included in “Other current assets (liabilities)” in the consolidated balance sheet.
|
|
(3)
|
Amount of corporate bonds maturing within one year, corporate bonds and convertible bonds is based on the published market value.
|
|
2.
|
Non-listed stock (¥476 million of consolidated balance sheet amount) is not included in “(1) Investment securities” above, as such stock has no market value and estimation of fair value is not practical.
|
5.
|
Notes to per share information
|
|
Net assets per share:
|
¥807.45
|
|
Basic net income per share:
|
¥74.31
|
6.
|
Notes to significant subsequent events
|
|
Not applicable.
|
7.
|
Other notes
|
Items
|
FY2014
|
FY2013
(reference)
|
Items
|
FY2014
|
FY2013
(reference)
|
|||||||
Assets
|
Liabilities
|
|||||||||||
Current assets
|
75,197
|
49,090
|
Current liabilities
|
36,682
|
13,840
|
|||||||
Cash and deposits
|
29,508
|
12,989
|
Trade accounts payable
|
12,581
|
6,183
|
|||||||
Trade notes receivables
|
71
|
52
|
Other accounts payable
|
3,895
|
405
|
|||||||
Electronically recorded monetary claims
|
1,002
|
1,234
|
Accrued expenses
|
4,244
|
4,576
|
|||||||
Accounts receivable
|
22,096
|
11,349
|
Income tax payable
|
181
|
1
|
|||||||
Securities
|
-
|
3,300
|
Accrued warranty expenses
|
1,143
|
1,099
|
|||||||
Merchandises and finished goods
|
4,181
|
2,841
|
Corporate bonds maturing within one year
|
10,000
|
-
|
|||||||
Work in progress
|
9,265
|
9,912
|
Bonus accrual for directors
|
123
|
-
|
|||||||
Raw materials and supplies
|
5,549
|
5,806
|
Other
|
4,515
|
1,576
|
|||||||
Other
|
3,578
|
1,621
|
Noncurrent liabilities
|
57,381
|
66,477
|
|||||||
Allowance for doubtful accounts
|
(53)
|
(14)
|
Corporate bonds
|
15,000
|
25,000
|
|||||||
Noncurrent assets
|
131,098
|
132,903
|
Convertible bonds
|
30,119
|
30,149
|
|||||||
Property, plant and equipment
|
22,442
|
22,899
|
Allowance for retirement benefits
|
11,525
|
10,381
|
|||||||
Buildings and structures
|
7,271
|
7,768
|
Deferred tax liabilities
|
145
|
321
|
|||||||
Land
|
12,559
|
12,257
|
Asset retirement obligations
|
62
|
61
|
|||||||
Other
|
2,612
|
2,874
|
Other
|
530
|
565
|
|||||||
Intangible fixed assets
|
691
|
757
|
Total liabilities
|
94,063
|
80,317
|
|||||||
Software
|
280
|
272
|
Net assets
|
|||||||||
Other
|
411
|
485
|
Stockholders’ equity
|
109,202
|
97,769
|
|||||||
Investments and other assets
|
107,965
|
109,247
|
Common stock
|
32,363
|
32,363
|
|||||||
Investment securities
|
2,071
|
3,407
|
Capital surplus
|
32,973
|
32,973
|
|||||||
Investment in affiliated companies
|
104,416
|
104,604
|
Capital reserve
|
32,973
|
32,973
|
|||||||
Long-term loans receivable
|
38
|
47
|
Retained earnings
|
138,552
|
128,516
|
|||||||
Other
|
1,449
|
1,257
|
Legal reserve
|
3,083
|
3,083
|
|||||||
Allowance for doubtful accounts
|
(9)
|
(68)
|
Other retained earnings
|
135,469
|
125,433
|
|||||||
[Reserve for losses in foreign investments]
|
[27,062]
|
[27,062]
|
||||||||||
[General reserve]
|
[146,880]
|
[146,880]
|
||||||||||
[Retained earnings (accumulated loss)]
|
[(38,473)]
|
[(48,509)]
|
||||||||||
Treasury stock
|
[(94,686)]
|
([96,083])
|
||||||||||
Difference of appreciation and conversion
|
610
|
916
|
||||||||||
Net unrealized gains on investment securities
|
610
|
916
|
||||||||||
Stock acquisition rights
|
2,420
|
2,991
|
||||||||||
Total net assets
|
112,232
|
101,676
|
||||||||||
Total assets
|
206,295
|
181,993
|
Total liabilities and net assets
|
206,295
|
181,993
|
(unit: million yen) | ||||||||
Items
|
FY2014
|
FY2013
(reference)
|
||||||
Net sales
|
84,916 | 49,261 | ||||||
Cost of sales
|
46,194 | 37,117 | ||||||
Gross profit
|
38,722 | 12,144 | ||||||
Selling, general and administrative expenses
|
40,378 | 42,448 | ||||||
Operating income (loss)
|
(1,656 | ) | (30,304 | ) | ||||
Non-operating income
|
||||||||
Interest and dividends income
|
11,437 | 8,054 | ||||||
Gain on sale of investment securities
|
677 | 1,248 | ||||||
Received rent
|
579 | 1,135 | ||||||
Other
|
1,848 | 473 | ||||||
Non-operating expenses
|
||||||||
Interest expenses
|
137 | 197 | ||||||
Other
|
462 | 991 | ||||||
Ordinary income (loss)
|
12,286 | (20,582 | ) | |||||
Extraordinary income
|
||||||||
Gain on reversal of subscription rights to shares
|
436 | 370 | ||||||
Gain on extinguishment of tie-in shares
|
- | 35 | ||||||
Extraordinary loss
|
||||||||
Impairment loss
|
211 | 1,403 | ||||||
Income before income taxes (loss)
|
12,511 | (21,580 | ) | |||||
Income taxes – current
|
(107 | ) | (131 | ) | ||||
Income taxes – deferred
|
(3 | ) | 227 | |||||
Net income (loss)
|
12,621 | (21,676 | ) |
FY2014
|
FY2013
(reference)
|
|||||||
Stockholders’ Equity
|
||||||||
Common stock
|
||||||||
Balance at beginning of year
|
32,363 | 32,363 | ||||||
Changes in the year
|
||||||||
Total changes in the year
|
- | - | ||||||
Balance at end of year
|
32,363 | 32,363 | ||||||
Capital surplus
|
||||||||
Capital reserve
|
||||||||
Balance at beginning of year
|
32,973 | 32,973 | ||||||
Changes in the year
|
||||||||
Total changes in the year
|
- | - | ||||||
Balance at end of year
|
32,973 | 32,973 | ||||||
Retained earnings
|
||||||||
Legal reserve
|
||||||||
Balance at beginning of year
|
3,083 | 3,083 | ||||||
Changes in the year
|
||||||||
Total changes in the year
|
- | - | ||||||
Balance at end of year
|
3,083 | 3,083 | ||||||
Other retained earnings
|
||||||||
Reserve for losses in foreign investments
|
||||||||
Balance at beginning of year
|
27,062 | 27,062 | ||||||
Changes in the year
|
||||||||
Total changes in the year
|
- | - | ||||||
Balance at end of year
|
27,062 | 27,062 | ||||||
General reserve
|
||||||||
Balance at beginning of year
|
146,880 | 146,880 | ||||||
Changes in the year
|
||||||||
Total changes in the year
|
- | - | ||||||
Balance at end of year
|
146,880 | 146,880 | ||||||
Retained earnings (accumulated loss)
|
||||||||
Balance at beginning of year
|
(48,509 | ) | (22,488 | ) | ||||
Changes in the year
|
||||||||
Dividends from retained earnings
|
(1,742 | ) | (3,480 | ) | ||||
Net income (loss)
|
12,621 | (21,676 | ) | |||||
Sale of treasury stock
|
(843 | ) | (865 | ) | ||||
Total changes in the year
|
10,036 | (26,021 | ) | |||||
Balance at end of year
|
(38,473 | ) | (48,509 | ) | ||||
Treasury stock
|
||||||||
Balance at beginning of year
|
(96,083 | ) | (97,620 | ) | ||||
Changes in the year
|
||||||||
Purchases of treasury stock
|
(33 | ) | (2 | ) | ||||
Sale of treasury stock
|
1,430 | 1,539 | ||||||
Total changes in the year
|
1,397 | 1,537 | ||||||
Balance at end of year
|
(94,686 | ) | (96,083 | ) | ||||
Total stockholders’ equity
|
||||||||
Balance at beginning of year
|
97,769 | 122,253 | ||||||
Changes in the year
|
||||||||
Dividends from retained earnings
|
(1,742 | ) | (3,480 | ) | ||||
Net income (loss)
|
12,621 | (21,676 | ) | |||||
Purchases of treasury stock
|
(33 | ) | (2 | ) | ||||
Sale of treasury stock
|
587 | 674 | ||||||
Total changes in the year
|
11,433 | (24,484 | ) | |||||
Balance at end of year
|
109,202 | 97,769 |
FY2014
|
FY2013
(reference)
|
|||||||
Difference of appreciation and conversion
|
||||||||
Net unrealized gains on securities
|
||||||||
Balance at beginning of year
|
916 | 1,412 | ||||||
Changes in the year
|
||||||||
Changes of items other than stockholders’ equity, net
|
(306 | ) | (496 | ) | ||||
Total changes in the year
|
(306 | ) | (496 | ) | ||||
Balance at end of year
|
610 | 916 | ||||||
Stock acquisition rights
|
||||||||
Balance at beginning of year
|
2,991 | 2,257 | ||||||
Changes in the year
|
||||||||
Changes of items other than stockholders’ equity, net
|
(571 | ) | 734 | |||||
Total changes in the year
|
(571 | ) | 734 | |||||
Balance at end of year
|
2,420 | 2,991 | ||||||
Total net assets
|
||||||||
Balance at beginning of year
|
101,676 | 125,922 | ||||||
Changes in the year
|
||||||||
Dividends from retained earnings
|
(1,742 | ) | (3,480 | ) | ||||
Net income (loss)
|
12,621 | (21,676 | ) | |||||
Purchases of treasury stock
|
(33 | ) | (2 | ) | ||||
Sale of treasury stock
|
587 | 674 | ||||||
Changes of items other than stockholders’ equity, net
|
(877 | ) | 238 | |||||
Total changes in the year
|
10,556 | (24,246 | ) | |||||
Balance at end of year
|
112,232 | 101,676 |
1.
|
Notes to significant accounting policies
|
|
(1)
|
Valuation of securities
|
|
(i)
|
Investments in subsidiaries and equity method affiliates: Stated at cost using the moving average method
|
|
(ii)
|
Other securities
|
|
(a)
|
Securities with quoted value
|
|
Stated at fair value based on market prices at the end of the relevant period (evaluation difference is accounted for as a component of stockholders’ equity; cost of other securities sold is determined using the moving average method)
|
|
(b)
|
Securities not practicable to estimate fair value
|
|
Stated at cost using the moving average method
|
|
(2)
|
Valuation of inventories
|
|
Stated principally at cost using the gross average method (balance sheet value of assets are calculated using a method in which book values are written down in accordance with decreased profitability)
|
|
(3)
|
Depreciation and amortization of noncurrent assets
|
|
(i)
|
Depreciation of plant and equipment (excluding lease assets)
|
|
Based on the straight-line method
|
|
(ii)
|
Amortization of intangible fixed assets (excluding lease assets)
|
|
Based on the straight-line method
|
|
However, software for internal use is amortized using the straight-line method over its estimated useful life of 5 years.
|
|
(4)
|
Allowances
|
|
(i)
|
Allowance for doubtful accounts
|
|
To prepare for credit losses on accounts receivable and loans, etc., an allowance equal to the estimated amount of uncollectible receivables is provided for general receivables based on a historical write-off ratio and for bad receivables based on a case-by-case determination of collectability.
|
|
(ii)
|
Accrued warranty expenses
|
|
To reasonably account for repair costs covered under product warranty in the respective periods in which they arise, the allowance for a given year is provided in an amount determined based on the ratio of repair costs in that year to net sales in the preceding year.
|
|
(iii)
|
Bonus accrual for directors
|
|
In preparation for the payment of bonuses to directors and audit & supervisory board members, of the total amount expected to be paid, an estimated amount for fiscal year 2014 is reported.
|
|
(iv)
|
Allowance for retirement benefits
|
|
To provide for employee retirement benefits, an allowance is provided in an amount determined based on the estimated retirement benefit obligations and pension assets at the end of the fiscal year.
|
|
In calculating retirement benefit obligations, a benefit calculation formula is used to accrue the estimated retirement benefit at the end of each fiscal year.
|
|
Prior service cost is amortized on a straight-line basis over the average remaining service period of employees.
|
|
Any actuarial gains and losses are amortized on a straight-line basis over the average remaining service period of employees, and the amount is recorded in the fiscal year subsequent to its occurrence.
|
|
(5)
|
Accounting for consumption taxes
|
|
Consumption taxes are accounted using the net-of-tax method.
|
2.
|
Notes to accounting changes
|
|
From this fiscal year, Advantest applied the provisions in Article 35 of “Accounting Standard for Retirement Benefits” (Accounting Standards Board of Japan (ASBJ) Statement No. 26, issued on May 17, 2012) and Article 67 of the “Guidance on Accounting Standard for Retirement Benefits” (ASBJ Guidance No. 25, issued on May 17, 2012). In accordance with these provisions, the method for calculation of the discount rate for retirement benefit obligations and service cost was changed from the previous method (discount rate based on the expected average period until payment) to a method entailing the use of a single weighted average discount rate that reflects the estimated payment period of retirement benefits and the amount per that period. This change did not have a significant impact on non-consolidated financial statements.
|
3.
|
Notes to changes in line items
|
|
“Structures,” which was a separate line item last fiscal year, are included in “Buildings and structures” starting this fiscal year due to lack of materiality of the amount of “structures.” “Machinery and equipment”, “Vehicles and delivery equipment”, “Tools and furniture” and “Construction in progress,” each of which was a separate line item last fiscal year, are included in “Others” starting this fiscal year due to lack of materiality of each amount.
|
4.
|
Notes to balance sheets
|
(1)
|
Accumulated depreciation on property, plant and equipment (including accumulated impairment losses):
|
¥54,708 million
|
||
(2)
|
Short-term receivables from affiliates:
|
¥17,511 million
|
||
Short-term payables to affiliates:
|
¥9,129 million |
5.
|
Notes to statements of operations
|
|
Transactions with affiliated companies
|
Sales:
|
¥52,807 million
|
Purchases:
|
¥19,450 million
|
Non-operating transactions:
|
¥12,194 million
|
6.
|
Notes to Statements of Changes in Net Assets
|
|
Total number of treasury shares as of March 31, 2015
|
Common stock
|
25,020,294 shares
|
7.
|
Notes to tax effect accounting
|
|
Breakdown by major causes of deferred tax assets and deferred tax liabilities
|
Deferred tax assets
|
(Unit: million yen) | |||
Appraised value of inventories
|
1,792 | |||
Research and development expenses
|
2,554 | |||
Allowance for retirement benefits
|
3,688 | |||
Impairment loss
|
1,272 | |||
Loss carried forward
|
39,063 | |||
Other
|
3,532 | |||
Subtotal of deferred tax assets
|
51,901 | |||
Valuation allowance
|
(51,901 | ) | ||
Total of deferred tax assets
|
- | |||
Deferred tax liabilities
|
||||
Valuation difference in other securities
|
(138 | ) | ||
Other
|
(7 | ) | ||
Total of deferred tax liabilities
|
(145 | ) | ||
Net deferred tax liabilities
|
(145 | ) |
8.
|
Notes to transactions with related parties
|
|
(1)
|
Parent company and major corporate shareholders
|
|
Not applicable.
|
|
(2)
|
Officers and major individual investors
|
|
Not applicable.
|
|
(3)
|
Subsidiaries
|
Company name
|
Address
|
Common stock
|
Principal Activities
|
Percentage of Voting Rights
|
Description of relationships
|
Details of transactions
|
Amount of transactions
|
Items
|
Balance at fiscal year end
|
|
Officer of subsidiaries temporarily transferred from the Company
|
Business relationship
|
|||||||||
Advantest
Finance
Inc.
|
Chiyoda-ku,
Tokyo
|
1 billion
Yen
|
Leasing of test systems and sales of used products
|
100.0%
|
Yes
|
Leasing of the Company’s products and sales of used products
|
Deposit of money
|
-
|
Other current liabilities
|
¥3,442 million
|
Advantest America, Inc.
|
California, U.S.A.
|
4,059
thousand USD
|
Development and sale of test systems, etc.
|
100.0%
|
Yes
|
Development and sale of the Company’s products
|
Sales
|
¥37,715 million
|
Accounts receivable
|
¥12,945 million
|
Advantest Taiwan Inc.
|
Hsin-Chu Hsien, Taiwan
|
760,000 thousand New Taiwan Dollars
|
Sale of test systems, etc.
|
100.0%
|
Yes
|
Sale of the Company’s products
|
Sales
|
¥9,580 million
|
Accounts receivable
|
¥456 million
|
Advantest (Singapore) Pte. Ltd.
|
Singapore
|
15,300 thousand Singapore Dollars
|
Sale of test systems, etc.
|
100.0%
|
Yes
|
Sale of the Company’s products
|
Receipt of dividends
|
¥11,354 million
|
-
|
-
|
9.
|
Notes to per share information
|
Net assets per share:
|
¥629.13
|
Net profit per share:
|
¥72.43
|
10.
|
Notes to significant subsequent events
|
|
Not applicable.
|
11.
|
Other notes
|
|
Amounts less than one million yen are rounded.
|
Report of Independent Auditors | ||||
May 13, 2015 | ||||
The Board of Directors Advantest Corporation: | ||||
Ernst & Young ShinNihon LLC
|
||||
Kiyomi Nakayama
|
||||
Certified Public Accountant
|
||||
Designated and Engagement Partner
|
||||
Takuya Tanaka
|
||||
Certified Public Accountant
|
||||
Designated and Engagement Partner
|
||||
Keiichi Wakimoto
|
||||
Certified Public Accountant
|
||||
Designated and Engagement Partner
|
||||
Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of operation, the consolidated statement of comprehensive income (loss), the consolidated statement of stockholders’ equity and the notes to the consolidated financial statements of Advantest Corporation (the “Company”) applicable to the fiscal year from April 1, 2014 through March 31, 2015.
|
||||
Management’s Responsibility for the Consolidated Financial Statements
|
||||
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America with certain disclosure items omitted pursuant to the second sentence of Article 120-2, Paragraph 1 of the Ordinance on Accounting of Companies, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
|
||||
Auditors’ Responsibility
|
||||
Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
|
||||
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
|
||||
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
|
||
Opinion
|
||
In our opinion, the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America with certain disclosure items omitted pursuant to the second sentence of Article 120-2, Paragraph 1 of the Ordinance on Accounting of Companies referred to above present fairly, in all material respects, the financial position and results of operations of the Company and its consolidated subsidiaries, applicable to the fiscal year ended March 31, 2015.
|
||
Conflicts of Interest
|
||
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.
|
||
(Note)
|
||
This is an English translation of the Japanese language Report of Independent Auditors issued by Ernst & Young ShinNihon LLC in connection with the audit of the consolidated financial statements of the Company, prepared in Japanese, for the year ended March 31, 2015. Ernst & Young ShinNihon LLC have not audited the English language version of the consolidated financial statements for the above-mentioned year.
|
||
Report of Independent Auditors | ||||
May 13, 2015 | ||||
The Board of Directors Advantest Corporation:
|
||||
Ernst & Young ShinNihon LLC
|
||||
Kiyomi Nakayama
|
||||
Certified Public Accountant
|
||||
Designated and Engagement Partner
|
||||
Takuya Tanaka
|
||||
Certified Public Accountant
|
||||
Designated and Engagement Partner
|
||||
Keiichi Wakimoto
|
||||
Certified Public Accountant
|
||||
Designated and Engagement Partner
|
||||
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying financial statements, which comprise the balance sheet, the statement of operation, the statement of changes in net assets, the notes to the financial statements and the related supplementary schedules of Advantest Corporation (the “Company”) applicable to the 73rd fiscal year from April 1, 2014 through March 31, 2015. | ||||
Management’s Responsibility for the Financial Statements | ||||
Management is responsible for the preparation and fair presentation of the financial statements and the related supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the financial statements and the related supplementary schedules that are free from material misstatement, whether due to fraud or error. | ||||
Auditors’ Responsibility | ||||
Our responsibility is to express an opinion on the financial statements and the related supplementary schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the related supplementary schedules are free from material misstatement. | ||||
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the related supplementary schedules. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements and the related supplementary schedules, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements and the related supplementary schedules in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the related supplementary schedule. | ||||
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
|
||
Opinion
|
||
In our opinion, the financial statements and the related supplementary schedules referred to above present fairly, in all material respects, the financial position and results of operations of the Company, applicable to the fiscal year ended March 31, 2015 in conformity with accounting principles generally accepted in Japan.
|
||
Conflicts of Interest
|
||
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants Act.
|
||
(Note)
|
||
This is an English translation of the Japanese language Report of Independent Auditors issued by Ernst & Young ShinNihon LLC in connection with the audit of the financial statements of the Company, prepared in Japanese, for the year ended March 31, 2015. Ernst & Young ShinNihon LLC have not audited the English language version of the financial statements for the above-mentioned year.
|
||
Audit Report
|
|||
This Audit Report was prepared by the Audit & Supervisory Board of Advantest Corporation (the “Company”) after deliberation, based on audit reports prepared by each audit & supervisory board member with respect to the methods and results of audit concerning the performance of each Director of his/her respective duties during the 73rd fiscal year (from April 1, 2014 to March 31, 2015). We hereby report as follows.
|
|||
1.
|
Methods of Audit by Audit & Supervisory Board Members and the Audit & Supervisory Board, and its contents
|
||
In addition to establishing audit policies and audit plans for the fiscal year, and receiving reports from each audit & supervisory board member on the implementation status and results of the audit, the Audit & Supervisory Board received reports from Directors and Independent Auditors on the performance of their duties and requested further explanations as deemed necessary.
|
|||
In compliance with the rules of audit of audit & supervisory board members established by the Audit & Supervisory Board, pursuant to the audit policies and audit plans, each audit & supervisory board member communicated with Directors, Executive Officers as well as other employees such as members of the Audit Office in order to collect information, and improve the auditing system, attended meetings of the Board of Directors and other important meetings, received reports from Directors, Executive Officers and employees on the performance of their duties, requested further explanations as deemed necessary, reviewed important approval-granting documents, and inspected the state of business operations and assets at the head office and other important branch offices.
|
|||
In addition, to ensure that there is a system where the Directors duties contained in the Company’s business report are in accordance with applicable law and the Company’s articles of incorporation, and to ensure proper business operations for a corporation are met, we have received periodical reports from the Company’s Directors, Executive Officers, employees and others, regarding the content of the resolutions of the Board of Directors pursuant to Article 100, Paragraphs 1 and 3 of the Regulations for the Enforcement of the Companies Act and the system formed pursuant to such resolution (Internal Control System) and have requested explanations as necessary, and have expressed our opinion. With respect to subsidiaries, we communicated with and exchanged information with Directors and audit & supervisory board members of the subsidiaries and received business reports from subsidiaries as deemed necessary, and conducted site visits to the Company’s main consolidated subsidiaries overseas, and confirmed their state of business operations and assets.
|
|||
Based on the above methods, we reviewed the business report for the fiscal year and the related supplementary schedules.
|
|||
In addition, we monitored and reviewed whether the Independent Auditors maintained their independent positions and conducted the audit properly, received reports from the Independent Auditors on the performance of their duties, and requested further explanations as deemed necessary. Furthermore, we were informed by the Independent Auditor that they are establishing a “System to ensure the appropriate performance of duties” (Syokumu no Suikou ga Tekisei ni Okonawareru Koto o Kakuho Suru Tameno Taisei) (Matters as defined in each Item of Article 131 of the Company Accounting Regulations) pursuant to “Quality control standards of audit” (Kansa ni Kansuru Hinshitsu Kanri Kijyun) (the Business Accounting Counsel, October 28, 2005), and requested their explanations as deemed necessary.
|
|||
Based on the above methods, we reviewed the financial statements (the balance sheets, statements of operations, statements of changes in net assets, notes to non-consolidated financial statements) as well as the related supplementary schedules and the consolidated financial statements for the 73rd fiscal year (the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity, and notes to consolidated financial statements).
|
|||
2.
|
Results of Audit
|
||||||
(1)
|
Results of audit of the business report and other documents
|
||||||
(i)
|
The business report and the related supplementary schedules of the Company accurately present the financial conditions of the Company in conformity with applicable laws and regulations and the Articles of Incorporation of the Company.
|
||||||
(ii)
|
No irregularity or violation of applicable laws or regulations or the Articles of Incorporation of the Company was found with respect to the activities of the Directors.
|
||||||
(iii)
|
The contents of the resolutions of the meeting of the Board of Directors with respect to the internal control system are appropriate. In addition, there are no matters to be pointed out regarding the entries in the business report and the performance of duties of Directors with respect to the internal control system.
|
||||||
(2)
|
Results of audit of the financial statements and the related supplementary schedules
|
||||||
|
|||||||
The methods and results of audit performed by Ernst & Young ShinNihon LLC, the independent auditor of the Company, are appropriate. | |||||||
(3)
|
Results of audit of the consolidated financial statements
|
||||||
The methods and results of audit performed by Ernst & Young ShinNihon LLC, the independent auditor of the Company, are appropriate. | |||||||
May 20, 2015
|
|||||||
Audit & Supervisory Board of Advantest Corporation
|
|||||||
Yuichi Kurita
|
|||||||
Standing Audit & Supervisory Board Member
|
|||||||
Akira Hatakeyama
|
|||||||
Standing Audit & Supervisory Board Member
|
|||||||
Megumi Yamamuro
|
|||||||
Outside Audit & Supervisory Board Member
|
|||||||
Masamichi Ogura
|
|||||||
Outside Audit & Supervisory Board Member
|
|||||||
Fiscal Year:
|
Starting from April 1 of each year and ending on March 31 of the following year
|
Ordinary general meeting of shareholders:
|
June of each year
|
Date of decision on shareholders of record qualified to
|
attend ordinary general meeting of shareholders: March 31 of each year
|
receive dividends: March 31 of each year
|
|
receive interim dividends: September 30 of each year
|
|
Number of shares comprising one unit:
|
100 shares
|
Share registration agent:
|
Mitsubishi UFJ Trust and Banking Corporation
|
Contact information of the aforementioned agent
|
Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation
7-10-11, Higashi-suna, Koto-ku, Tokyo 137-8081
Toll free number: 0120-232-711
|
Method for public notice:
|
Public notices will be posted on the Company’s website (http://www.advantest.com/jp/investors/).
However, in case of accidents or other inevitable circumstances that prevent the Company from posting public notices on such Company’s website, public notices will be published in the Nihon Keizai Shimbun.
|
1.
|
Please inform the securities firm at which you hold an account of changes of address, demands for sales and purchases of fractional shares or other various services. Share registration agent (Mitsubishi UFJ Trust and Banking Corporation) is not able to provide such services.
|
2.
|
For various services in connection with those shares that are recorded in the special account, please contact the firm responsible for administering such special account described below.
|
3.
|
Unpaid dividends shall be paid at the head office or any branch office of Mitsubishi UFJ Trust and Banking Corporation.
|
The firm responsible for administering special account:
|
Tokyo Securities Transfer Agent Co., Ltd.
|
Contact information of the aforementioned firm
|
Business Center, Tokyo Securities Transfer Agent Co., Ltd.
2-8-4, Izumi, Suginami-ku, Tokyo 168-8522
Toll free number: 0120-49-7009
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