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Share Name Share Symbol Market Type Share ISIN Share Description
Konami Holdings Corporation LSE:KNM London Ordinary Share JP3300200007 JPY50
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 5,923.225 100 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Leisure Goods 262,144.0 17,122.0 113.6 5,214.1 849,983

Konami Holdings Corporation Transition to a Co w/ Audit&Supervisory Committee

13/05/2021 8:59am

UK Regulatory (RNS & others)


TIDMKNM

RNS Number : 5223Y

Konami Holdings Corporation

13 May 2021

May 13, 2021

 
 Company Name     KONAMI HOLDINGS CORPORATION 
 Representative             Kimihiko Higashio 
                     Representative Director, 
                                    President 
 Stock Exchange              Tokyo and London 
  Listing 
 Contact                  Shinichiro Yoneyama 
                   Corporate Officer, General 
                             Affairs Division 
                         (TEL 81-3-6636-0573) 
 

Notice Regarding Transition to a Company with Audit & Supervisory Committee

and Partial Amendments to the Articles of Incorporation

KONAMI HOLDINGS CORPORATION ("the Company") hereby notifies that it has resolved at the meeting of the Board of Directors held today to transit to a Company with Audit & Supervisory Committee, subject to obtaining approvals for the necessary amendments to the Articles of Incorporation at the 49(th) Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2021.

   1.    Transition to a Company with Audit & Supervisory Committee 
   (1)   Reasons for transition 

The Company would like to shift to a Company with Audit & Supervisory Committee from the perspective of further enhancing corporate governance by strengthening the supervisory function of the Board of Directors.

   (2)   Effective date 

The Company plans to obtain approval for the necessary amendments to the Articles of Incorporation and shift to a Company with Audit & Supervisory Committee at the 49(th) Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2021.

   2.    Partial Amendment in the Articles of Incorporation 

(1) Reasons for amendments

The Company will make necessary amendments to its Articles of Incorporation to shift to a Company with Audit & Supervisory Committee, such as the establishment of new provisions concerning Audit & Supervisory Committee and its Directors, and the deletion of provisions concerning Audit & Supervisory Board and its Members. Amendments shall also be made to article numbers as well as adjustments and changes to wordings.

(2) Details of amendments

Details of amendments are shown below.

Amendments shall be effective at the conclusion of the 49(th) Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2021.

(Translation)

This document has been translated for reference purposes only from the original document in Japanese. The Japanese original shall prevail in the event of any discrepancy between this translation and the Japanese original.

Details of amendments to the Articles of Incorporation

(The parts to be amended is underlined.)

 
   Current Articles of Incorporation                Proposed Amendments 
     Chapter I: GENERAL PROVISIONS             Chapter I: GENERAL PROVISIONS 
        Articles 1 - 3 <Omitted>                 Articles 1 - 3 < Unchanged> 
 
      Article 4 (Governing Bodies)              Article 4 (Governing Bodies) 
     The Company shall have a Board            The Company shall have a Board 
    of Directors, Corporate Auditors,         of Directors, Audit & Supervisory 
    a Board of Corporate Auditors and        Committee and Accounting Auditors. 
          Accounting Auditors. 
 
        Articles 5- 18 <Omitted>                 Articles 5- 18 < Unchanged> 
 
              Chapter IV:                               Chapter IV: 
  DIRECTORS AND THE BOARD OF DIRECTORS      DIRECTORS AND THE BOARD OF DIRECTORS 
    Article 19 (Number of Directors)                 Article 19 (Number) 
    1. The number of Directors of the         1. The number of Directors of the 
     Company shall not be more than           Company (excluding Directors who 
              twelve (12).                    are Audit & Supervisory Committee 
                                               Members) shall not be more than 
                                                        twelve (12). 
                2. <New>                       2. The number of Directors who 
                                              are Audit & Supervisory Committee 
                                              Members of the Company shall not 
                                                   be more than five (5). 
Article 20 (Election of Directors)        Article 20 (Directors) 
 1. Directors of the Company shall         1. Directors of the Company shall 
 be elected at a general meeting           be elected at a general meeting 
 of shareholders.                          of shareholders, separating Directors 
                                           who are members of the Audit & 
                                           Supervisory Committee from Directors 
 2. <Omitted>                              who are not members of such committee. 
 3. <Omitted>                              2. < Unchanged > 
                                           3. < Unchanged > 
Article 21 (Term of Office of Directors)  Article 21 (Term of Office) 
 1. The term of office of Directors        1. The term of office of Directors 
 of the Company shall expire upon          of the Company (excluding Directors 
 the conclusion of the ordinary            who are Audit & Supervisory Committee 
 general meeting of shareholders           Members) shall expire upon the 
 with respect to the last business         conclusion of the ordinary general 
 year ending within one (1) year           meeting of shareholders with respect 
 after their election.                     to the last business year ending 
                                           within one (1) year after their 
                                           election. 
 2. <New>                                  2. The term of office of Directors 
                                           who are Audit & Supervisory Committee 
                                           Members of the Company shall expire 
                                           upon the conclusion of the ordinary 
                                           general meeting of shareholders 
 3. <New>                                  with respect to the last business 
                                           year ending within two (2) years 
                                           after their election. 
                                           3. The term of office of Director 
                                           who is an Audit & Supervisory Committee 
                                           Member of the Company elected to 
                                           fill a vacancy shall expire at 
                                           the time the term of office of 
                                           his or her predecessor expires. 
----------------------------------------  ---------------------------------------- 
 
 
    Current Articles of Incorporation                 Proposed Amendments 
                                           ----------------------------------------- 
4. <New>                                   4. The effective term of appointment 
                                            of a substitute Director who is 
                                            an Audit & Supervisory Committee 
                                            Member of the Company shall be 
                                            effective until the beginning of 
                                            the ordinary general meeting of 
                                            shareholders two (2) years after 
                                            the ordinary general meeting of 
                                            shareholders at which such appointment 
                                            was made. 
Article 22 (Representative Directors       Article 22 (Representative Directors 
 and Directors with Title)                  and Directors with Title) 
 1. The Board of Directors shall            1. The Board of Directors shall 
 by its resolution appoint Representative   by its resolution appoint Representative 
 Director(s) of the Company.                Director(s) of the Company from 
                                            among Director(s) (excluding Directors 
                                            who are Audit & Supervisory Committee 
 2. The Board of Directors may by           Members.) 
 its resolution appoint the President       2. The Board of Directors may by 
 and Director and any other Directors       its resolution appoint the President 
 with specific titles.                      and Director and any other Directors 
                                            with specific titles from among 
                                            Director(s) (excluding Directors 
                                            who are Audit & Supervisory Committee 
                                            Members.) 
Article 23 (Convocation of the             Article 23 (Convocation of the 
 Meeting of the Board of Directors          Meeting of the Board of Directors 
 and Chairperson)                           and Chairperson) 
 1. <Omitted>                               1.<Unchanged> 
 2. Notice of convocation of a meeting      2. Notice of convocation of a meeting 
 of the Board of Directors shall            of the Board of Directors shall 
 be dispatched to each Director             be dispatched to each Director 
 and Audit & Supervisory Board Members      three (3) days prior to the date 
 three (3) days prior to the date           of such meeting; provided, however, 
 of such meeting; provided, however,        that such period may be shortened 
 that such period may be shortened          in case of emergency. 
 in case of emergency.                      3. With the consent of all the 
 3. With the consent of all the             Directors, a meeting of the Board 
 Directors and Audit & Supervisory          of Directors may be held without 
 Board Members, a meeting of the            complying with the convocation 
 Board of Directors may be held             procedures. 
 without complying with the convocation 
 procedures. 
Article 24 and 25 <Omitted>                Article 24 and 25 <Unchanged> 
Article 26 (Remuneration, etc.)            Article 26 (Remuneration, etc.) 
 The remuneration for Directors,            The remuneration for Directors, 
 annual bonus and other proprietary         annual bonus and other proprietary 
 benefits received from the Company         benefits received from the Company 
 as consideration for execution             as consideration for execution 
 of their duties (hereinafter referred      of their duties (hereinafter referred 
 to as "Remuneration, etc.") shall          to as "Remuneration, etc.") shall 
 be determined by resolution of             be determined by resolution of 
 a general meeting of shareholders.         a general meeting of shareholders 
                                            , separating Directors who are 
                                            members of the Audit & Supervisory 
                                            Committee from Directors who are 
                                            not members of such committee. 
Article 27 (Limited Liability Contracts    Article 27 (Limited Liability Contracts 
 with External Directors)                   with Non-Operating Directors) 
 In accordance with the provisions          In accordance with the provisions 
 of Article 427, Paragraph 1 of             of Article 427, Paragraph 1 of 
 the Corporate Law, the Company             the Corporate Law, the Company 
 may enter into contracts with External     may enter into contracts with Directors 
 Directors under which their liabilities    (excluding Operating Directors 
 provided for in Article 423, Paragraph     ) under which their liabilities 
 1 of the said law shall be restricted.     provided for in Article 423, Paragraph 
                                            1 of the said law shall be restricted. 
-----------------------------------------  ----------------------------------------- 
 
 
    Current Articles of Incorporation               Proposed Amendments 
                                           -------------------------------------- 
 <New>                                     Article 28 (Delegation of Power 
                                            to Make Decisions on Execution 
                                            of Important Operations) 
                                            In accordance with the provisions 
                                            of Article 399-13, Paragraph 6 
                                            of the Corporate Law, the Company 
                                            may delegate all or part of the 
                                            power to make decisions on the 
                                            execution of important operations 
                                            (excluding the matters listed in 
                                            each Item of Paragraph 5 of the 
                                            same Article) to Directors by a 
                                            resolution of the Board of Directors. 
     Chapter V: AUDIT & SUPERVISORY        <Deleted> 
  BOARD MEMBERS AND AUDIT & SUPERVISORY 
                  BOARD 
Article 28 (Number of Audit & Supervisory  <Deleted> 
 Board Members) 
 The number of Audit & Supervisory 
 Board Members of the Company shall 
 not be more than five (5). 
Article 29 (Election of Audit &            <Deleted> 
 Supervisory Board Members) 
 1. Audit & Supervisory Board Members 
 of the Company shall be elected 
 at a general meeting of shareholders. 
 2. Audit & Supervisory Board Members 
 of the Company shall be elected 
 by the majority of the voting rights 
 of shareholders present at a general 
 meeting of shareholders who have 
 one third (1/3) or more of the 
 voting rights of the shareholders 
 entitled to exercise their voting 
 rights thereat. 
Article 30 (Term of Office of Audit        <Deleted> 
 & Supervisory Board Members) 
 1. The term of office of Audit 
 & Supervisory Board Members of 
 the Company shall expire upon the 
 conclusion of the ordinary general 
 meeting of shareholders with respect 
 to the last business year ending 
 within four (4) year after their 
 election. 
 2. The term of office of the Audit 
 & Supervisory Board Members elected 
 to fill a vacancy of a retired 
 Corporate Auditor shall expire 
 when such predecessor's full term 
 of office would have expired. 
Article 31 (Full-time Audit & Supervisory  <Deleted> 
 Board Member) 
 The Board of Corporate Auditors 
 shall by its resolution appoint 
 Full-time Audit & Supervisory Board 
 Members. 
 
 
 
    Current Articles of Incorporation                  Proposed Amendments 
                                            ------------------------------------------ 
    Article 32 (Notice of Convocation       <Deleted> 
 of the Meeting of the Audit & Supervisory 
                  Board) 
   1. Notice of convocation of a meeting 
     of the Audit & Supervisory Board 
     shall be dispatched to each Audit 
     & Supervisory Board Members three 
    (3) days prior to the date of such 
     meeting; provided, however, that 
      such period may be shortened in 
            case of emergency. 
      2. If the consent of all Audit 
  & Supervisory Board Member is obtained, 
   a meeting of the Audit & Supervisory 
    Board may be held without following 
     the procedures for convening the 
                 meeting. 
Article 33 (Regulations of the              <Deleted> 
 Audit & Supervisory Board) 
 Matters regarding the Audit & Supervisory 
 Board shall be determined pursuant 
 to the Regulations of the Audit 
 & Supervisory Board unless otherwise 
 provided for by laws, regulations 
 or this Articles of Incorporation. 
Article 34 (Remuneration, etc.)              <Deleted> 
 The Remuneration, etc. for Audit 
 & Supervisory Board Members, shall 
 be determined by resolution of 
 a general meeting of shareholders. 
Article 35 (Limited Liability Contracts      <Deleted> 
 with External Audit & Supervisory 
 Board Members) 
 In accordance with the provisions 
 of Article 427, Paragraph 1 of 
 the Corporate Law, the Company 
 may enter into contracts with External 
 Audit & Supervisory Board Members 
 under which their liabilities provided 
 for in Article 423, Paragraph 1 
 of the said law shall be restricted. 
 <New>                                      Chapter V: Audit & Supervisory 
  <New>                                      Committee 
                                             Article 29 ( Full-time Audit & 
                                             Supervisory Committee Members) 
                                             The Audit & Supervisory Committee 
                                             may by its resolution appoint Full-time 
                                             Audit & Supervisory Committee Members. 
 <New>                                      Article 30 (Notice of Convocation 
                                             of the Meeting of the Audit & Supervisory 
                                             Committee ) 
                                             1. Notice of convocation of a 
                                             meeting of the Audit & Supervisory 
                                             Committee shall be dispatched to 
                                             each Audit & Supervisory Committee 
                                             Member three (3) days prior to 
                                             the date of such meeting; provided, 
                                             however, that such period may be 
                                             shortened in case of emergency. 
                                             2. If the consent of all Audit 
                                             & Supervisory Committee Member 
                                             is obtained, a meeting of the Audit 
                                             & Supervisory Committee may be 
                                             held without following the procedures 
                                             for convening the meeting. 
------------------------------------------  ------------------------------------------ 
 
 
  Current Articles of Incorporation               Proposed Amendments 
 <New>                                  Article 31 ( Regulations of the 
                                         Audit & Supervisory Committee ) 
                                         Matters regarding the Audit & 
                                         Supervisory Committee shall be 
                                         determined pursuant to the Regulations 
                                         of the Audit & Supervisory Committee 
                                         unless otherwise provided for by 
                                         laws, regulations or this Articles 
                                         of Incorporation. 
               Chapter VI: ACCOUNTS                     Chapter VI: ACCOUNTS 
             Articles 36- 39 <Omitted>               Articles 32- 35 <Unchanged> 
--------------------------------------  ---------------------------------------- 
 
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