Epson 2012 Annual Report Download - page 43

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42
deemed contrary to Epson’s value as a company or the common interest of its shareholders.
To prevent the Epson board of directors from making arbitrary decisions on the activation of provisions, the
question of whether to invoke preventive provisions is subject to the assessment of a special committee made
up of highly independent external parties. Actions of the special committee shall include examination of
stock acquisition details, requesting information from the Epson board of directors regarding alternative
proposals, disclosing information to shareholders, and negotiating with parties intending to make acquisitions.
The special committee shall advise the Epson board of directors regarding the necessity of the activation of
provisions, and the Epson board of directors shall promptly accept or reject a resolution to invoke preventive
provisions, paying the utmost consideration to that advice.
(3) Decisions made by the Epson board of directors regarding specific actions and the justification for
those decisions
The actions described in (2) 1) above were specifically formulated to enhance both Epson’s corporate value and
the common interests of its shareholders in a continuous and sustained manner. These actions support
actualization of the basic policy.
As well as having been introduced and updated in order to ensure and enhance corporate value and the common
interests of shareholders, the Plan is in accordance with the basic policy outlined in (1) above. Specifically, the
Plan guarantees fairness and objectivity, is reasonable, and supports Epson’s corporate value and the common
interests of its shareholders because, among other things, a) it was introduced (and updated) after being approved
by shareholders at the general shareholders’ meeting; b) it contains provisions for reasonable and objective
implementation; c) a special committee comprising members with a high degree of independence from Epson
management was established and activation of the Plan is subject to the assessment of that special committee; d)
the special committee may solicit expert opinions from third parties at Epson’s expense; and e) the Plan was
determined to be valid for approximately three years and may be abolished by the board of directors at any time.
The Plan is not in place to keep Epson executive officers in their posts.