Panasonic 2012 Annual Report Download - page 46

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Panasonic Annual Report 2012 Search Contents Return Next
page 45
Directors, Corporate Auditors
and Executive Officers
Policy on Control of Panasonic CorporationCorporate Governance Structure
Basic Policy
Since the Company’s establishment in 1918,
Panasonic has operated its businesses
under its basic management philosophy,
which sets forth that the mission as a
business enterprise is to contribute to the
progress and development of society and
the well-being of people through its
business activities, thereby offering better
quality of life throughout the world. To
become a global excellent company that
contributes to the resolution of global
environment issues, Panasonic will work to
sustainably grow its 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—
such as energy; (2) Japan-oriented to
globally-oriented, and (3) individual
product-oriented to solutions & 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 conversion of Panasonic
Electric Works Co., Ltd. (PEW) and SANYO
Electric Co., Ltd. (SANYO) to wholly-owned
subsidiaries in April 2011, and putting in place
a new structure through Group-wide
business reorganization, 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 April 28, 2011, the Board of Directors
resolved to continue the ESV Plan. The
Board of Directors’ meeting to be held in
May 2012 decided 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 (1) 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 (2) 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
Policy on Control of Panasonic Corporation