Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Securities Code: 9204 Date of sending by postal mail: June 10, 2024 Start date of measures for electronic provision: June 4, 2024
To our shareholders:
Chairman and Director Reijiro Yamamoto
Skymark Airlines Inc.
3-5-10 Haneda Airport, Ota-ku, Tokyo
Notice of the 28th Annual General Meeting of Shareholders
We are pleased to announce the 28th Annual General Meeting of Shareholders of Skymark Airlines Inc. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format and posts this information on the Company’s website. Please access the Company’s website by using the internet address shown below to review the information.
The Company’s website:
(From the above website, select “Investor Relations,” “Stock Information” and then “Annual Shareholders’ Meeting.”)
In addition to posting matters subject to measures for electronic provision on the Company’s website, the Company also posts this information on the website shown below.
Website on which informational materials for the general meeting of shareholders are posted: (in Japanese)
Tokyo Stock Exchange website (Listed Company Search): (in Japanese)
(Access the Tokyo Stock Exchange website by using the internet address shown above; enter the Company’s name or the Company’s securities code; and click “Search.” Then, click “Basic information,” and select “Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)
If you are unable to attend the meeting in person, you may exercise your voting rights by one of the following methods. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.
[Exercise of voting rights via the internet, etc.]
Please access the Company’s designated website for exercising voting rights ( (in Japanese), and enter your approval or disapproval for each proposal to exercise your voting rights by no later than 6:30 p.m. on Tuesday, June 25, 2024 (JST).
[Exercise of voting rights in writing (via postal mail)]
Please indicate your approval or disapproval on the voting form, and send it by mail to arrive at the Company by no later than 6:30 p.m. on Tuesday, June 25, 2024 (JST).
– 1 –
1. Date and time Wednesday, June 26, 2024, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue |
InterContinental Tokyo Bay (5F Willard) |
1-16-2 Kaigan, Minato-ku, Tokyo |
|
(Please note that the venue has changed from the last meeting. Please refer to the access |
|
information provided at the end of this notice.) |
- Purpose of the meeting Matters to be reported
-
The Business Report and the Financial Statements for the 28th fiscal year (from April 1, 2023, to March 31, 2024)
Matters to be resolved
Proposal No. 1 Election of Eleven Directors
Proposal No. 2 Election of One Audit & Supervisory Board Member
Proposal No. 3 Election of One Substitute Audit & Supervisory Board Member
Proposal No. 4 Determination of Remuneration for Granting Restricted Stock to Directors
Information on exercise of voting rights-
If you exercise your voting rights via the internet, etc. multiple times, the vote exercised last will be recorded as the effective vote.
If you exercise your voting rights both via the internet, etc. and in writing (via postal mail), only the vote cast via the internet, etc. will be deemed valid, regardless of the date and time of arrival.
If neither approval nor disapproval of each proposal is indicated on the voting form when exercising voting rights in writing (via postal mail), the Company will deem that you indicated your approval of the proposal.
If you are to delegate a proxy to attend the meeting, the proxy must be another shareholder of the Company entitled to vote. Please note that in this case, submission of a document certifying the proxy’s authority of representation will be required.
Please also refer to the following “Information on exercise of voting rights.”
When attending the meeting in person, please hand in the voting form at the reception desk at the meeting venue.
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the aforementioned websites.
To shareholders who have requested delivery of paper-based documents, the Company will send documents including the matters subject to measures for electronic provision. However, such documents will exclude the following matters in accordance with laws and regulations. The Audit & Supervisory Board Members and the Corporate Auditor have audited the documents subject to audit, including the following matters:-
- “Matters Concerning the Corporate Auditor,” “Matters Concerning Dividends of Surplus,” and “Overview of the Systems to Ensure Propriety of Business Operations and the Operations of the System” of the Business Report
“Statement of Changes in Net Assets” and “Notes to Financial Statements” of the financial statements
Shareholders who have not requested delivery of paper-based documents will receive this Notice and Reference Documents for the General Meeting of Shareholders.
– 2 –
Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Election of Eleven Directors
At the conclusion of this meeting, the terms of office of all eleven (11) Directors will expire. The Company proposes the election of eleven Directors.
The candidates for Director are as follows:
Candidate |
Name |
Position in the Company |
|
No. |
|||
1 |
Hayao Hora |
Representative Director, President and Executive Officer |
Reelection |
2 |
Manabu Motohashi |
Senior Managing Director and Executive Officer |
Reelection |
3 |
Yoshinobu Sato |
Director (External) |
Reelection |
4 |
Hidetomo Aramaki |
Senior Managing Director and Executive Officer |
Reelection |
5 |
Noriyuki Masukawa |
Managing Director and Executive Officer |
Reelection |
6 |
Keisuke Takaki |
– |
New election |
7 |
Takeshi Kiriyama |
– |
New election |
8 |
Reelection |
||
Masatake Yone |
Director (External) |
External |
|
Independent |
|||
9 |
New election |
||
Katsuichiro Toyoshima |
– |
External |
|
Independent |
|||
10 |
Yoshihiro Miwa |
– |
New election |
External |
|||
11 |
Nobukazu Asai |
– |
New election |
External |
|||
Reelection: candidate for Director to be reelected
New election: candidate for Director to be newly elected
External: candidate for External Director
Independent: independent officer as defined by the securities exchange
– 3 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
|
Company’s shares |
||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
|
July 1971 |
Joined Ministry of Transport |
|||
July 2001 |
Director-General, Road Transport Bureau, |
|||
Ministry of Land, Infrastructure, Transport and |
||||
Tourism (MLIT) |
||||
Aug. 2002 |
Director-General of Civil Aviation Bureau |
|||
July 2003 |
Vice-Minister for International Affairs |
|||
Oct. 2007 |
Standing Advisor, All Nippon Airways Co., Ltd. |
|||
Hayao Hora |
June 2011 |
Representative Director, Senior Executive Vice |
||
(November 1, 1947) |
President |
|||
Reelection |
Apr. 2014 |
Standing Advisor, ANA HOLDINGS INC. |
||
Number of years in office |
July 2018 |
Adviser, the Company |
0 shares |
|
Dec. 2018 |
Outside Corporate Auditor, Paraca Inc. |
|||
4 years 4 months |
(present) |
|||
Attendance at Board of |
Feb. 2020 |
Representative Director, President and |
||
Directors meetings |
Executive Officer, the Company (present) |
|||
1 |
16/16 |
(Positions and responsibilities) |
||
Representative Director, President and Executive Officer |
||||
Chairman, Corporate Strategy Meeting; Chairman, Safety |
||||
Promotion Meeting; Chairman, Risk Management Committee; |
||||
Chairman, Sustainability Committee; General Manager, |
||||
Business Execution |
||||
Significant concurrent positions outside the Company |
||||
Outside Corporate Auditor, Paraca Inc. |
||||
Reasons for nomination as candidate for Director |
||||
Hayao Hora has a wealth of experience and broad insight gained through his many years of service with the Ministry of |
||||
Land, Infrastructure, Transport and Tourism, which he has since retired from to serve as an airline executive. Since |
||||
February 2020, he has exerted leadership in the Company’s management as Representative Director, President and |
||||
Executive Officer and chaired the management strategy meeting and other important meetings to further drive the |
||||
Company’s growth. Based on the above, the Company has determined that he has the appropriate capabilities to ensure |
||||
the sustainable enhancement of the Company’s corporate value and continues to nominate him as a candidate for |
||||
Director. |
– 4 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
|
Company’s shares |
||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
|
Apr. 1999 |
Joined The Industrial Bank of Japan, Limited |
|||
(currently Mizuho Bank, Ltd.) |
||||
Apr. 2005 |
Joined the Company |
|||
Apr. 2011 |
Section Chief, Corporate Planning |
|||
Manabu Motohashi |
June 2012 |
Head, Corporate Planning |
||
June 2014 |
General Manager, Accounting Department |
|||
(November 25, 1975) |
||||
Sept. 2014 |
Retired from the Company |
|||
Reelection |
||||
Oct. 2014 |
Joined Sumitomo Mitsui Finance and Leasing |
|||
Number of years in office |
Company, Limited |
0 shares |
||
Mar. 2015 |
Executive Officer, the Company |
|||
8 years 9 months |
||||
Sept. 2015 |
Executive Director and Executive Officer |
|||
Attendance at Board of |
||||
Nov. 2019 |
Senior Managing Director and Executive |
|||
2 |
Directors meetings |
|||
Officer (present) |
||||
16/16 |
||||
(Positions and responsibilities) |
||||
Senior Managing Director and Executive Officer |
||||
In charge of Corporate Planning and Digital Transformation |
||||
Significant concurrent positions outside the Company |
||||
– |
||||
Reasons for nomination as candidate for Director |
||||
Manabu Motohashi has been involved in the Company’s Corporate Planning department for many years, where he was |
||||
responsible for planning and executing management strategies. Since September 2015, as Senior Managing Director |
||||
and Executive Officer, he has been participating in the Company’s management, leading the development of the |
||||
medium-term management plan and the selection of next-generation aircraft in accordance with that plan. The |
||||
Company continues to nominate him as a candidate for Director in order to leverage his abundant experience and |
||||
accomplishments to continuously improve the Company’s corporate value. |
– 5 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
|
Company’s shares |
||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
|
Apr. 1982 |
Joined Ministry of Transport |
|||
Aug. 2010 |
Director-General, Airports Division, Civil |
|||
Aviation Bureau, Ministry of Land, |
||||
Infrastructure, Transport and Tourism (MLIT) |
||||
July 2011 |
Director-General, Aviation Network |
|||
Yoshinobu Sato |
Department, Civil Aviation Bureau |
|||
(February 22, 1960) |
Oct. 2011 |
Senior Deputy Director-General, Civil |
||
Reelection |
Aviation Bureau |
|||
June 2013 |
Senior Vice Commissioner, Japan Tourism |
|||
Number of years in office |
Agency |
0 shares |
||
1 year 0 months |
July 2014 |
Vice Commandant, Japan Coast Guard |
||
3 |
Attendance at Board of |
Sept. 2015 |
Director-General, Civil Aviation Bureau |
|
Directors meetings |
Aug. 2019 |
President, Japan Transport and Tourism |
||
11/11 |
Research Institute (present) |
|||
June 2023 |
External Director, the Company (present) |
|||
(Positions and responsibilities) |
||||
Director (External) |
||||
Significant concurrent positions outside the Company |
||||
President, Japan Transport and Tourism Research Institute |
||||
Reasons for nomination as candidate for Director |
||||
Yoshinobu Sato has extensive knowledge of transportation administration, having worked for the Ministry of Land, |
||||
Infrastructure, Transport and Tourism for many years. The Company continues to nominate him as a candidate for |
||||
Director in the expectation that he will utilize such knowledge to supervise and provide advice on the execution of |
||||
duties as a Director from a professional viewpoint regarding the Company’s air transportation business. |
– 6 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
|
Company’s shares |
||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
|
Apr. 1988 |
Joined All Nippon Airways Co., Ltd. |
|||
Apr. 2011 |
Deputy General Manager, Global Revenue |
|||
Management Division, Sales Promotion |
||||
Headquarters |
||||
Apr. 2012 |
General Manager, Innovation Promotion |
|||
Division, Business Process Innovation Office |
||||
Apr. 2017 |
Seconded to ANA HOLDINGS INC. |
|||
General Manager to Global Business |
||||
Development Division, Group Management |
||||
Strategy Office |
||||
Oct. 2018 |
General Manager, Planning and Promotion |
|||
Hidetomo Aramaki |
Division, Business Process Innovation Office, |
|||
All Nippon Airways Co., Ltd. |
||||
(September 2, 1963) |
||||
Apr. 2019 |
Seconded to ANA Systems Co., Ltd. |
|||
Reelection |
||||
as Representative Director and President |
||||
Number of years in office |
Apr. 2021 |
Executive Vice President, Digital |
0 shares |
|
Transformation, All Nippon Airways Co., Ltd. |
||||
1 year 0 months |
||||
Executive Officer, Director of Group IT, ANA |
||||
Attendance at Board of |
||||
HOLDINGS INC. |
||||
Directors meetings |
||||
Apr. 2022 |
Executive Vice President, Digital |
|||
4 |
11/11 |
|||
Transformation, All Nippon Airways Co., Ltd. |
||||
Executive Officer, Group CIO, Director of |
||||
Group IT, ANA HOLDINGS INC. |
||||
Apr. 2023 |
Adviser, ANA HOLDINGS INC. |
|||
June 2023 |
Senior Managing Director and Executive |
|||
Officer, the Company (present) |
(Positions and responsibilities)
Senior Managing Director and Executive Officer
In charge of Marketing & Inflight Services
Chairman of On-time Performance Committee
Significant concurrent positions outside the Company
–
Reasons for nomination as candidate for Director
In addition to many years of experience in the marketing, systems, and business process improvement divisions of All Nippon Airways Co., Ltd., Hidetomo Aramaki has a wealth of experience and broad insight in business management serving as representative director of its group company as well as executive officer of All Nippon Airways Co., Ltd. and ANA HOLDINGS INC. Since June 2023 as Senior Managing Director and Executive Officer, he has chaired the On- time Performance Committee and contributed to the Company achieving No.1 in on-time performance for six consecutive years. He has also led collaborative projects with other companies, such as “Pokémon Air Adventures,” to enhance the Company’s corporate image. The Company continues to nominate him as a candidate for Director in order to leverage his abundant experience and accomplishments to continuously improve the Company’s corporate value.
– 7 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
|
Company’s shares |
||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
|
Apr. 1971 |
Joined All Nippon Airways Co., Ltd. |
|||
June 1991 |
Senior Employee, Administration Section, Line |
|||
Maintenance Department, Tokyo Line |
||||
Maintenance Works, Maintenance Headquarters |
||||
Mar. 1994 |
Senior Employee, Maintenance Control Office, |
|||
Haneda Maintenance Center, Maintenance |
||||
Headquarters |
||||
June 1997 |
Leader, Production Management Section, |
|||
Production Operations Department, Line |
||||
Maintenance Center, Maintenance Headquarters |
||||
June 1999 |
Senior Employee, Administration Department, |
|||
OCC Promotion Office |
||||
Feb. 2001 |
General Manager, Operational Airframe |
|||
Noriyuki Masukawa |
Maintenance Department, Narita Maintenance |
|||
Center, Maintenance Headquarters |
||||
(June 18, 1952) |
||||
Apr. 2003 |
General Manager, MOC Office, Line |
|||
Reelection |
||||
Maintenance Center, Maintenance Headquarters |
||||
Number of years in office |
Apr. 2006 |
Seconded to New Tokyo Airport Service Co., |
0 shares |
|
Ltd. |
||||
8 years 9 months |
||||
Apr. 2008 |
General Manager, Equipment Center, |
|||
Attendance at Board of |
||||
Maintenance Headquarters |
||||
5 |
Directors meetings |
|||
Apr. 2010 |
General Manager, Quality Promotion Office, |
|||
16/16 |
||||
Maintenance Headquarters |
||||
Apr. 2012 |
Senior Employee Assistant to Deputy General |
|||
Manager, Maintenance Headquarters |
||||
Nov. 2012 |
Senior Employee Assistant to Deputy General |
|||
Manager, Maintenance Center |
||||
Sept. 2015 |
Director, the Company |
|||
Nov. 2019 |
Managing Director and Executive Officer |
|||
(present) |
(Positions and responsibilities) Managing Director and Executive Officer
In charge of Safety Promotion, Engineering & Maintenance, Flight Operation, Airport; Safety General Manager
Significant concurrent positions outside the Company
–
Reasons for nomination as candidate for Director
Noriyuki Masukawa has been involved in the maintenance department of All Nippon Airways Co., Ltd. for many years, and as a Director of the Company since September 2015, he oversees the departments for maintenance, flight operations, and airports, as well as working to maintain the Company’s flight safety as Safety General Manager. The Company continues to nominate him as a candidate for Director in order to leverage his abundant experience and accomplishments to continuously improve the Company’s corporate value.
– 8 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
||
Company’s shares |
|||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
||
Apr. 1996 |
Joined Japan Air Self-Defense Force |
||||
Apr. 2000 |
Joined JAL Narita Aircraft Maintenance Co., |
||||
Ltd (currently JAL Engineering Co., Ltd.) |
|||||
Nov. 2003 |
Joined the Company |
||||
Oct. 2013 |
Deputy Manager, Flight Operation Section |
||||
Keisuke Takaki |
Feb. 2015 |
General Manager, Engineering Department |
|||
Sept. 2015 |
General Manager, Airport Operations |
0 shares |
|||
(January 26, 1978) |
|||||
Department |
|||||
New election |
|||||
Apr. 2018 |
General Manager of Tokyo Airport Branch |
||||
6 |
Apr. 2020 |
Executive Officer |
|||
Dec. 2023 |
Executive Officer; Head, Organization/Human |
||||
Development Promotion Office (present) |
|||||
Significant concurrent positions outside the Company |
|||||
– |
|||||
Reasons for nomination as candidate for Director |
|||||
With his many years of experience in the Company’s airport, maintenance, and general affairs and human resources |
|||||
divisions, Keisuke Takaki has abundant knowledge and expertise in both production and management. He has exerted |
|||||
leadership as Executive Officer since April 2020, focusing on human development and enhancing the engagement of |
|||||
employees. The Company has newly nominated him as a candidate for Director in order to leverage his experience and |
|||||
accomplishments for the sustainable enhancement of the Company’s corporate value. |
|||||
Apr. 1986 |
Joined the Japan Development Bank (currently |
||||
Development Bank of Japan Inc.) |
|||||
June 2008 |
Chief Representative in London, Development |
||||
Bank of Japan (currently Development Bank of |
|||||
Japan Inc.) |
|||||
Apr. 2010 |
CEO, DBJ Europe Limited, U.K. |
||||
Sept. 2013 |
General Manager, Economic & Industrial |
||||
Research Department, Development Bank of |
|||||
Japan Inc. |
|||||
June 2015 |
Executive Officer, Growth & Cross Border |
||||
Takeshi Kiriyama |
Investment Department |
||||
June 2018 |
Chairman, DBJ Asset Management, Co., Ltd. |
0 shares |
|||
(August 26, 1962) |
|||||
June 2020 |
President, Value Management Institute, Inc. |
||||
New election |
|||||
(present) |
|||||
7 |
June 2020 |
Director (Outside), Topy Industries, Limited |
|||
(present) |
|||||
Representative Senior Managing Director, |
|||||
Japan Economic Research Institute Inc. |
|||||
June 2022 |
Director, Japan Economic Research Institute |
||||
Inc. (present) |
|||||
Significant concurrent positions outside the Company |
|||||
President, Value Management Institute, Inc. |
|||||
Director (Outside), Topy Industries, Limited |
|||||
Director, Japan Economic Research Institute Inc. |
|||||
Reasons for nomination as candidate for Director |
|||||
Takeshi Kiriyama has a wealth of knowledge and expertise in business management gained from his experience in |
|||||
global operations and investments at a financial institution, including building a new business model to establish an |
|||||
overseas affiliate and turnaround management. He has also engaged in business management as an officer of a publicly |
|||||
listed company. The Company has newly nominated him as a candidate for Director to leverage his abundant |
|||||
experience and accomplishments for the sustainable enhancement of the Company’s corporate value. |
– 9 –
Candidate |
Name |
Career summary and position and responsibility in the Company |
Number of the |
|
Company’s shares |
||||
No. |
Date of birth |
(Significant concurrent positions outside the Company) |
owned |
|
Apr. 1981 |
Registered as an Attorney |
|||
Mar. 1987 |
Registered as a New York State Attorney |
|||
July 1987 |
Joined Mori Sogo (currently Mori Hamada & |
|||
Matsumoto) |
||||
Jan. 1989 |
Partner Attorney |
|||
Apr. 2000 |
Lecturer, Graduate School of International |
|||
Corporate Strategy, Hitotsubashi University |
||||
Mar. 2008 |
Independent Director of GCA Savvian Group |
|||
Corporation (currently Houlihan Lokey, Inc.) |
||||
Apr. 2011 |
Vice President, Dai-Ni Tokyo Bar Association |
|||
Masatake Yone |
June 2011 |
Corporate Auditor (External), BANDAI |
||
NAMCO Games Inc. (currently BANDAI |
||||
(July 8, 1954) |
NAMCO Entertainment Inc.) (present) |
|||
Reelection |
June 2013 |
External Corporate Auditor, Terumo |
||
External |
Corporation |
|||
Independent |
June 2015 |
Independent Director (Audit and Supervisory |
0 shares |
|
Number of years in office |
Committee Member) |
|||
Mar. 2016 |
Outside Director (Audit & Supervisory Board |
|||
4 years 6 months |
||||
Member), GCA Corporation (currently |
||||
Attendance at Board of |
||||
Houlihan Lokey, Inc.) |
||||
8 |
Directors meetings |
|||
Mar. 2019 |
Corporate Auditor (External), Yamaha Motor |
|||
16/16 |
||||
Co., Ltd. (present) |
||||
Dec. 2019 |
External Director, the Company (present) |
|||
Jan. 2020 |
Senior Counsel, Mori Hamada & Matsumoto |
|||
Jan. 2024 |
Attorney, Yone & Yamagishi (present) |
|||
(Positions and responsibilities) |
||||
Director (External) |
||||
Significant concurrent positions outside the Company |
||||
Attorney, Yone & Yamagishi |
||||
Corporate Auditor (External), BANDAI NAMCO Entertainment |
||||
Inc. |
||||
Corporate Auditor (External), Yamaha Motor Co., Ltd. |
Reasons for nomination as candidate for External Director and overview of expected roles
As an attorney, Masatake Yone has abundant experience and deep insights in M&A, corporate governance, and international operations. He has also served as an outside officer at other publicly listed companies and has abundant experience in corporate management. The Company continues to nominate him as External Director based on the expectation that he will continue to provide supervision and advice on management based on his experience and insight. Although he has never been involved in the management of a company, except as an outside director or outside audit & supervisory board member, the Company judges he will be able to appropriately fulfill his duties as an External Director based on the reasons above.
– 10 –
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Skymark Airlines Inc. published this content on
04 June 2024 and is solely responsible for the information contained therein. Distributed by
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04 June 2024 00:32:07 UTC.