Panasonic 2011 Annual Report Download - page 42

Panasonic Annual Report 2011
Financial
Highlights Highlights Top Message Group Strategies Corporate Governance
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page 41
Segment
Information
Directors, Corporate Auditors
and Executive Officers
Policy on Control of Panasonic CorporationCorporate Governance Structure
Basic Policy
Since its foundation, Panasonic has operated
its businesses under its basic management
philosophy, which sets forth that the mission
of a business enterprise is to contribute to
the progress and development of society
and the wellbeing of people through its
business activities, thereby enhancing the
quality of life throughout the world. Aiming
to grow further to become a global excellent
company that contributes to solving global
environment issues, Panasonic will work to
deliver sustained growth in corporate value
to satisfy its shareholders, investors,
customers, business partners, employees
and all other stakeholders.
Panasonic has a basic policy that
shareholders should make final decisions in
the event of a Large-scale Purchase of the
Company’s shares, regarding whether or
not the Large-scale Purchase should be
accepted. However, there is a possibility
that such Large-scale Purchaser may not
provide shareholders to make appropriate
decisions. There is also concern that any
Large-scale Purchase may damage
corporate value and shareholder interest.
In this event, the Company may take
countermeasures in order to protect the
interests of all shareholders.
Measures to Realize Basic Policy
1) Specific Measures to Realize Basic
Policy
In engaging in activities that help enrich
people’s lives, Panasonic aims to become a
company that is capable of taking the lead in
solving global environment issues, the world’s
common challenge. Leading up to its 100th
anniversary in 2018, Panasonic has set a
vision of becoming the No. 1 Green Innovation
Company in the Electronics Industry. In this
context, Panasonic has positioned its
three-year midterm management plan,
Green Transformation 2012 (GT12), as a
first step along this path. Under the guidance
of this plan, the Company will closely
integrate its environment contribution
with business growth as highlighted by the
two central themes of the plan: “Paradigm
shift for growth” and “Laying a foundation to
be a green innovation company.” From a
paradigm shift to growth perspective,
Panasonic is working diligently to shift its
activities from (1) existing businesses to
new businesses including energy;
(2) Japan-oriented to globally-oriented, and
(3) individual product-oriented to solutions
and systems business-oriented. The
Company will adopt bold and unconventional
measures over the three years of the plan
in its efforts to become a group filled with
strong growth potential. In completing
the acquisitions of all shares of PEW and
SANYO in April 2011, followed by ongoing
Group-wide business and organization
restructuring, Panasonic will accelerate
these initiatives under the plan.
2)
Measures Based on the Basic Policy to
Prevent Control by Inappropriate Parties
On April 28, 2005, the Board of Directors
resolved to adopt a policy related to a
Large-scale Purchase of the Company’s
shares called the Enhancement of
Shareholder Value (ESV) Plan. The ESV Plan
has been approved at every Board of
Directors meeting held in April since then.
On May 7, 2010, the Board of Directors
resolved to continue the ESV Plan. The
Board of Directors’ meeting to be held in
April 2011 is scheduled to decide on
whether to continue the ESV Plan again.
With respect to a Large-scale Purchaser
who intends to acquire 20% or more of all
voting rights of the Company, this policy
requires that ( i ) a Large-scale Purchaser
provide sufficient information, such as its
outline, purposes and conditions, the basis
for determination of the purchase price and
funds for purchase, and management
policies and business plans which the
Large-scale Purchaser intends to adopt
after the completion of the Large-scale
Purchase, to the Board of Directors before
a Large-scale Purchase is to be conducted
and (ii) after all required information is
provided, the Board of Directors should be
allowed a sufficient period of time (a sixty-day
period or a ninety-day period) for
consideration. The Board of Directors intends
to assess and examine any proposed
Large-scale Purchase after the information
on such purchase is provided, and
subsequently to disclose the opinion of the
Board of Directors and any other information
needed to assist shareholders in making
their decisions. The Board of Directors may
negotiate with the Large-scale Purchaser
regarding purchase conditions or suggest
alternative plans to shareholders, if it is
deemed necessary.
If a Large-scale Purchaser does not
comply with the rules laid out in the ESV Plan,
the Company’s Board of Directors may take
countermeasures against the Large-scale
Purchaser to protect the interests of all
shareholders. Countermeasures include the
implementation of share splits, issuance of
stock acquisition rights (including allotment
of share options without contribution) or
any other measures that the Board of
Directors is permitted to take under the
Company Law of Japan, other laws and
Policy on Control of Panasonic Corporation