Transition to Company with Nominating Committee, etc. (Mar. 2019)

March 22, 2019: Transition to Company with Nominating Committee, etc.

Transcript

1. Transition to Company with Nominating Committee, etc. March 22, 2019 At the Board of Directors on March 22, NTN Corporation (hereafter, NTN) has decided to transfer to the Company with Nominating Committee, etc. from Company with Board of Company Auditors subject to the approval of the shareholders at the 120th Annual General Meeting of Shareholders to be held in late June of this year. The details are as follows. 1. Transition to Company with Nominating Committee, etc. (1) Background of the transition Based on our corporate philosophy: “We shall contribute to the international community through the creation of new technologies and the development of new products,” we are aiming to promote globalization, form a management system and corporate organization which are essential for NTN, as an international leading company. Recognizing that enhancing the corporate governance function is a top management priority, we have been working to build an effective corporate governance system by introducing an executive officer system and increasing the number of outside directors and auditors. In addition, in the Medium-term Management Plan “DRIVE NTN100,” which was launched in April last year, we are taking initiatives to establish the management system to support the transformation of business structure. In line with these, we have decided to transfer to Company with Nominating Committee, etc. to further strengthen the system. (2) Purpose of the transition 1. (i) Establish a prompt decision-making and business execution organization Accelerate the decision-making process by delegating the authority to the executive organ in accordance with the basic philosophy of “Separating Supervision and Execution” of the “Company with Nominating Committee, etc.”
2. 2. (ii) Strengthen the supervision of management The Board of Directors is dedicated to deciding basic management policies and supervising the execution of operations to enhance the appropriate and efficient management so that NTN will improve its corporate value. 3. (iii) Improve management transparency and fairness Improve management transparency and fairness in the appointment and dismissal of officers and the compensation, etc. by establishing three committees (nominating, auditing and compensation) with a majority of outside directors. (3) Timing of the transition After the approval of our 120th Annual General Meeting of Shareholders to be held in late June of this year, NTN plans to transfer to Company with Nominating Committee, etc. 2. Others Details of the transition, including the contents of the amendment to the Articles of Incorporation and personnel affairs, will be announced as soon as the decision is made.