NTT DoCoMo, Inc. |
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Date: May 13, 2008 | By: | /S/ YOSHIKIYO SAKAI | ||
Yoshikiyo Sakai | ||||
Head of Investor Relations | ||||
1. | Reasons for Amending the Articles of Incorporation of the Company | |
(1) | It is proposed to amend Article 11 to conform the Japanese terms and expressions used therein to those used in the Corporate Law of Japan (Law No. 86 of 2005). | |
(2) | In view of the scheduled enforcement in January 2009 of the Law for Partial Amendments to the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement for Trades of Stock and Other Securities (Law No. 88 of 2004), it is proposed to newly create Article 3 in the Supplementary Provisions and make necessary numbering adjustments thereto, to abolish the fractional share transaction system effective August 1, 2008, as fractional shares will not be handled under the revised share transfer system following the dematerialization of stock certificates. | |
2. | Contents of Amendments to the Articles of Incorporation of the Company | |
The contents of the proposed amendments to the Articles of Incorporation of the Company are as follows: |
Current Articles of Incorporation | Proposed Amendments | |
(Convocation)
|
(Convocation) | |
Article 11
|
Article 11 | |
1. The President shall convene,
subject to resolution of the
Board of Directors, an ordinary
general meeting of shareholders
of the Company within three
months from the day next
following the last day of a
business (eigyo") year and an
extraordinary general meeting of
shareholders from time to time
whenever necessary.
|
1. The President shall convene, subject
to resolution of the Board of Directors,
an ordinary general meeting of
shareholders of the Company within three
months from the day next following the
last day of a business (jigyo") year
and an extraordinary general meeting of
shareholders from time to time whenever
necessary. |
|
2. (Omitted)
|
2. (Omitted) |
|
(Supplementary Provision)
|
(Supplementary Provision) | |
Article 1
|
Article 1 | |
1. The Company shall have a
transfer agent for its
fractional shares.
|
1. (Same as present) | |
2. The transfer agent and the
place of its handling office
shall be designated by a
resolution of the Board of
Directors.
|
2. (Same as present) |
1
Current Articles of Incorporation | Proposed Amendments | |
3. Preparation, maintenance and
the administrative services
concerning the register of
fractional shares shall be
entrusted to the transfer agent,
and the Company shall not
directly provide those services.
|
3. (Same as present) | |
Article 2.
|
Article 2 (Same as present) | |
The procedures relating to
the handling of the
Companys fractional shares
as well as the fees
therefor shall be governed
by the laws and regulations
and these Articles of
Incorporation and the Share
Handling Regulations to be
established by the Board of
Directors. |
||
(Newly Created)
|
Article 3 | |
The Company shall cease to register or record any fractional shares constituting less than one full unit of stock in its register of fractional shares effective August 1, 2008. | ||
Article 3
|
Article 4 | |
Articles 1 to 3
in these
Supplementary Provisions
shall be deleted at the point
when the Companys fractional
shares ceases to exist.
|
Articles 1 to 4 in these Supplementary Provisions shall be deleted at the point when the Companys fractional shares ceases to exist. |
3. | Schedule | |
(1) | Date of Ordinary General Meeting of Shareholders for Amendment to Articles of Incorporation: |
(2) | Effective Date of Amendment to the Articles of Incorporations: |
2
1. | Changes in Executives |
(1) | Representative Directors of New Board of Directors (candidates) |
Name | New Position(s) | Current Position(s) | ||
Ryuji Yamada
|
President and
Chief Executive Officer
Member of the
Board of Directors
|
Senior Executive Vice President
Member of the Board of
Directors(Representative
Director) NTT DoCoMo, Inc. |
||
Kiyoyuki Tsujimura
|
Senior Executive
Vice President
Member of the
Board of Directors
|
Executive Vice President
Member of the Board of
Directors NTT DoCoMo, Inc. |
||
Masatoshi Suzuki
|
Senior Executive
Vice President
Member of the
Board of Directors
|
Executive Vice President
Member of the Board of
Directors NTT DoCoMo, Inc. |
||
Hiroshi Matsui
|
Senior Executive
Vice President
Member of the
Board of Directors
|
Advisor NTT DoCoMo, Inc. |
(2) | Resigning Representative Directors |
(Name) | (Current Positions) | |
Masao Nakamura*
|
President and Chief Executive Officer | |
Masayuki Hirata**
|
Senior Executive Vice President and Chief Financial Officer |
* | Expected to become NTT DoCoMo corporate advisor and member of the Board of Directors on same day. | |
** | Expected to join InfoCom Research, Inc. |
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2. | Other Executive Changes |
(1) | New Members of the Board of Directors (candidates) |
(Name) | (Current Positions) | |
Kaoru Kato
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Kansai, Inc. |
|
Mitsunobu Komori
|
Senior Vice President NTT DoCoMo, Inc. |
|
Katsuhiro Nakamura
|
Senior Vice President NTT DoCoMo, Inc. |
|
Hiroshi Tsujigami*
|
General Manager, Business Management Corporate
Strategy Planning Department Nippon Telegraph and Telephone Corporation |
* | Candidate for outside board member |
(2) | New Corporate Auditors (candidates) |
(Name) | (Current Position) | |
Kenichi Aoki
|
President, DoCoMo Support, Inc. | |
Shunichi Tamari
|
President, DoCoMo Engineering, Inc. |
2
(3) | New Senior Vice Presidents (candidates) |
(Name) | (Current Positions) | |
Akio Oshima
|
Senior Executive Vice President Member of the Board of Directors NTT DoCoMo Kansai, Inc. |
|
Haruhide Nakayama
|
President Member of the Board of Directors NTT DoCoMo Chugoku, Inc. |
|
Shozo Nishimura*
|
President Member of the Board of Directors NTT DoCoMo Shikoku, Inc. |
|
Toru Kobayashi*
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Tokai, Inc. |
|
Masaaki Sado
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Kansai, Inc. |
|
Yasuhiro Taguchi
|
Managing Director of Carrier & Regulatory Affairs Office NTT DoCoMo, Inc. |
|
Shoji Suto
|
Managing Director of Sales Promotion Department NTT DoCoMo, Inc. |
|
Seizo Onoe
|
Managing Director of Radio Access Network Development NTT DoCoMo, Inc. |
|
Tadashi Kitamura*
|
Member of the Board NTT DoCoMo Tokai, Inc. |
|
Fumio Iwasaki*
|
Senior Executive Vice President Member of the Board of Directors NTT DoCoMo Kyushu, Inc. |
|
Yoshiharu Yamazaki*
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Shikoku, Inc |
|
Tetsuya Suzuki*
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Tohoku, Inc. |
* | Expected to assume position on July 1, 2008. |
3
(4) | Resigning Members of the Board of Directors |
(Name) | (Current Position) | |
Takanori Utano
|
Executive Vice President [expected to join DoCoMo Technology, Inc.] | |
Noriaki Ito
|
Senior Vice President [expected to join Nippon Telegraph and Telephone West Corporation] | |
Toshiki Nakayama
|
Member of the Board |
(5) | Resigning Corporate Auditors |
(Name) | (Current Position) | |
Shinichi Nakatani
|
Corporate Auditor [expected to become Advisor] | |
Shoichi Matsuhashi
|
Corporate Auditor [expected to become Advisor] |
(6) | Resigning Executive/ Senior Vice Presidents |
(Name) | (Current Position) | |
Seiji Tanaka
|
Executive Vice President | |
Takeshi Natsuno
|
Senior Vice President |
(7) | Executive Vice Presidents and Members of the Board of Directors (candidates) |
Harunari Futatsugi
|
Executive Vice President Member of the Board of Directors NTT DoCoMo, Inc. |
|
Bunya Kumagai
|
Executive Vice President Member of the Board of Directors NTT DoCoMo, Inc. |
|
Kazuto Tsubouchi
|
Senior Vice President Member of the Board of Directors NTT DoCoMo, Inc. |
|
Kaoru Kato
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Kansai, Inc. |
|
Mitsunobu Komori
|
Senior Vice President NTT DoCoMo, Inc. |
4
(8) | Executive Vice President |
Akio Oshima
|
Senior Executive Vice President Member of the Board of Directors NTT DoCoMo Kansai, Inc. |
|
Haruhide Nakayama
|
President Member of the Board of Directors NTT DoCoMo Chugoku, Inc. |
|
Shozo Nishimura*
|
President Member of the Board of Directors NTT DoCoMo Shikoku, Inc. |
|
Toru Kobayashi*
|
Executive Vice President Member of the Board of Directors NTT DoCoMo Tokai, Inc. |
* | Expected to assume position on July 1, 2008. |
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3. | New Executive Positions and Organizational Responsibilities (proposed) |
Organizational Responsibilities | ||||||
Position(s) | Name | From June 20 - June 30, 2008 | From July 1, 2008 | |||
President and Chief
Executive Officer Member of the Board of Directors |
Ryuji Yamada | |||||
Senior Executive Vice
President Member of the Board of Directors |
Kiyoyuki Tsujimura | Managing Director of Products &
Services Division Information Systems Department Intellectual Property Department Procurement and Supply Department |
Responsible for: - Multimedia Services - Technology |
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Senior Executive Vice
President Member of the Board of Directors |
Masatoshi Suzuki | Managing Director of Global
Business Division Public Relations Department Legal Department General Affairs Department Human Resources Management Department Internal Audit Department Investor Relations Department |
Responsible for: - Global Business - Corporate |
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Senior Executive Vice
President Member of the Board of Directors |
Hiroshi Matsui | Information Security Department
Corporate Citizenship Department Responsible for Branches |
Responsible for: - CSR - Branches in Kanto and Koshinetsu areas |
|||
Executive Vice President
Member of the Board of Directors |
Harunari Futatsugi | Managing Director of Network Division | Responsible for: - Network |
|||
Executive Vice President
Member of the Board of Directors |
Bunya Kumagai | Managing Director of Marketing Division | Responsible for: - Consumer Sales |
|||
Executive Vice President
Chief Financial Officer Member of the Board of Directors |
Kazuto Tsubouchi | Managing Director of Accounts
and Finance Department Affiliated Companies Department |
Managing Director
of Accounts and
Finance Department
Responsible for: - Business Alliance |
|||
Executive Vice President
Member of the Board of Directors |
Kaoru Kato | Managing Director of Corporate Strategy & Planning Department | Managing Director of Corporate Strategy & Planning Department |
6
Organizational Responsibilities | ||||||
Position(s) | Name | From June 20 - June 30, 2008 | From July 1, 2008 | |||
Executive Vice President
Member of the Board of Directors |
Mitsunobu Komori | Managing Director of Research and Development Division | Managing Director of R&D Center | |||
Senior Vice President
Member of the Board of Directors |
Takashi Tanaka | Managing Director of Human Resources Management Department | Managing Director of Human Resources Management Department | |||
Senior Vice President
Member of the Board of Directors |
Katsuhiro Nakamura | Managing Director of General Affairs Department | Managing Director of General Affairs Department Managing Director of Corporate Citizenship Department | |||
Member of the Board of
Directors
|
Masao Nakamura | Corporate Advisor | Corporate Advisor | |||
Member of the Board of
Directors
|
Hiroshi Tsujigami | |||||
Executive Vice President
|
Akio Oshima | Managing Director of Corporate Marketing Division | Managing Director of Corporate Marketing Division | |||
Executive Vice President
|
Haruhide Nakayama | Deputy Managing Director of Corporate Marketing Division | Deputy Managing Director of Corporate Marketing Division | |||
Executive Vice President
|
Shozo Nishimura | ¯ | Managing Director of Kansai regional office | |||
Executive Vice President
|
Toru Kobayashi | ¯ | Managing Director of Tokai Regional Office | |||
Senior Vice President
|
Hiroaki Nishioka* | Managing Director of DCMX Business Department | Managing Director of Credit Card Business Division | |||
Senior Vice President
|
Masaki Yoshikawa** | Responsible for U.S. operations, Global Business Division | Responsible for: - U.S. operations, Global Business Division |
|||
Senior Vice President
|
Tatsuji Habuka | Managing Director of Service & Solution Development Department | Managing Director of Services & Solution Development Department | |||
Senior Vice President
|
Akiko Ide | Managing Director of Corporate Citizenship Department | Managing Director of Chugoku Regional Office |
* | Will become Managing Director of the Hokkaido Regional Office on July 14, 2008 | |
** | Will become Managing Director of the Credit Card Business Division on July 14, 2008 |
7
Organizational Responsibilities | ||||||
Position(s) | Name | From June 20 - June 30, 2008 | From July 1, 2008 | |||
Senior
Vice President
|
Yuji Araki | Managing Director
of Public Relations
Department Managing Director of Advertisement Department |
Managing Director of Advertising & Promotion Department | |||
Senior Vice President
|
Kiyoshi Tokuhiro | Managing Director of Network Planning Department | Managing Director of Network Department | |||
Senior Vice President
|
Seiji Nishikawa | Managing Director of Information Systems Department | Managing Director of Information Systems Department | |||
Senior Vice President
|
Toshinari Kunieda | Managing Director of Global Business Department | Managing Director of Global Business Division | |||
Senior Vice President
|
Tsutomu Shindou | Managing Director of Corporate Marketing Department I | Managing Director of Corporate Marketing Department I | |||
Senior Vice President
|
Kazuhiro Yoshizawa | Managing Director of Corporate Marketing Department II | Managing Director of Corporate Marketing Department II | |||
Senior Vice President
|
Kiyohito Nagata | Managing Director of Product Department | Managing Director of Product Department | |||
Senior Vice President
|
Tooru Azumi | Managing Director of DIG Promotion Office | Managing Director of Business Process Improvement Office | |||
Senior Vice President
|
Masaaki Sado | Deputy Managing Director of Corporate Branding Division | Managing Director of Strategic Marketing Department | |||
Senior Vice President
|
Yasuhiro Taguchi | General Manager of Kanagawa Branch | General Manager of Kanagawa Branch | |||
Senior Vice President
|
Shoji Suto | Managing Director of Sales Promotion Department | Managing Director of Sales Promotion Department | |||
Senior Vice President
|
Seizo Onoe | Managing Director
of R&D Strategy
Department Managing Director of Radio Access Network Development Department |
Managing Director of R&D Strategy Department | |||
Senior Vice President
|
Tadashi Kitamura | ¯ | Managing Director of Hokuriku Regional Office | |||
Senior Vice President
|
Fumio Iwasaki | ¯ | Managing Director of Kyushu Regional Office | |||
Senior Vice President
|
Yoshiharu Yamazaki | ¯ | Managing Director of Shikoku Regional Office | |||
Senior Vice President
|
Tetsuya Suzuki |
¯ | Managing Director of Tohoku Regional Office |
8
9
Position | Name | |
Corporate Auditor | Haruo Imai | |
Corporate Auditor | Kyouichi Yoshizawa | |
Corporate Auditor | Takaaki Wakasugi | |
Corporate Auditor | Kenichi Aoki | |
Corporate Auditor | Shunichi Tamari |
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