Brother International 2013 Annual Report Download - page 43

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(a) Dividends
Under the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the shareholders’ meet-
ing. For companies that meet certain criteria such as (1) having a Board of Directors, (2) having independent auditors, (3) having an Audit & Supervisory Board, and (4) the
term of service of the directors is prescribed as one year rather than two years of normal term by its articles of incorporation, the Board of Directors may declare dividends
(except for dividends-in-kind) at any time during the fiscal year if the company has prescribed so in its articles of incorporation. The Company meets all the above criteria.
The Companies Act permits companies to distribute dividends-in-kind (noncash assets) to shareholders subject to a certain limitation and additional requirements.
Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation of the company so stipulate. The
Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for
distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥3 million.
(b) Increases/Decreases and Transfer of Common Stock, Reserve and Surplus
The Companies Act requires that an amount equal to 10% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional
paid-in capital (a component of capital surplus) depending on the equity account charged upon the payment of such dividends until the aggregate amount of legal
reserve and additional paid-in capital equals 25% of the common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may
be reserved without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, other capital surplus and retained earn-
ings can be transferred among the accounts under certain conditions upon resolution of the shareholders.
(c) Treasury Stock and Treasury Stock Acquisition Rights
The Companies Act also provides for companies to purchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors. The amount
of treasury stock purchased cannot exceed the amount available for distribution to the shareholders which is determined by specific formula. Under the Compa-
nies Act, stock acquisition rights are presented as a separate component of equity. The Companies Act also provides that companies can purchase both treasury
stock acquisition rights and treasury stock. Such treasury stock acquisition rights are presented as a separate component of equity or deducted directly from stock
acquisition rights.
13. Stock Options
The stock options outstanding as of March 31, 2013, were as follows:
Stock Option Persons Granted Number of Options Granted Date of Grant Exercise Price Exercise Period
2007 Stock Option Six directors 46,000 shares March 19, 2007 ¥ 1
($0.01)
30 years starting on the following
day of stock option grant date
2008 Stock Option Six directors 65,100 shares March 24, 2008 ¥ 1
($0.01) Same as above
2009 Stock Option Five directors 114,500 shares March 23, 2009 ¥ 1
($0.01) Same as above
2010 Stock Option Four directors
14 executive o cers
51,900 shares
49,600 shares March 23, 2010 ¥ 1
($0.01) Same as above
2011 Stock Option Four directors
13 executive o cers
43,200 shares
40,300 shares March 23, 2011 ¥ 1
($0.01) Same as above
2012 Stock Option Three directors
16 executive o cers
44,600 shares
61,800 shares March 23, 2012 ¥ 1 ($0.01) Same as above
2013 Stock Option Two directors
16 executive o cers
36,600 shares
69,500 shares March 21, 2013 ¥ 1
($0.01) Same as above
Notes to Consolidated Financial Statements
Brother Industries, Ltd. and Consolidated Subsidiaries
Year ended March 31, 2013