Panasonic 2012 Annual Report Download - page 47

To Our
Stakeholders Top Message Segment Information
Highlights Corporate
Governance
Financial
Highlights
Performance
Summary
Financial and
Corporate Data
R&D Design
Development
Intellectual
Property
Environmental
Activities
Panasonic Annual Report 2012 Search Contents Return Next
page 46
Directors, Corporate Auditors
and Executive Officers
Policy on Control of Panasonic CorporationCorporate Governance Structure
Law of Japan, other laws and the
Company’s Articles of Incorporation. If a
Large-scale Purchaser complies with the
Large-scale Purchase rules, the Board of
Directors does not intend to prevent the
Large-scale Purchase at its own discretion,
unless it is clear that such Large-scale
Purchase will cause irreparable damage or
loss to the Company.
The Board of Directors will make
decisions relating to countermeasures
by referring to advice from outside
professionals, such as lawyers and financial
advisers, and fully respect the opinions
of Outside Directors and statutory
corporate auditors.
When invoking the aforementioned
countermeasures, if the Company’s Board
of Directors decides that it is appropriate to
confirm the will of shareholders from the
perspective of the interest of all shareholders,
a general meeting of shareholders will be
held. If the Company’s Board of Directors
decides to hold a general meeting of
shareholders, it will give notice to that effect
as well as the reasons for such a meeting
at that time.
The Board of Directors will adopt specific
countermeasures which it deems appropriate
at that time. If the Board of Directors elects
to make a stock split for shareholders as of
a certain record date, the maximum ratio of
the stock split shall be five-for-one. If the
Board of Directors elects to issue stock
acquisition rights to shareholders, the
Company will issue one stock acquisition
right for every share held by shareholders
on a specified record date. One share shall
be issued on the exercise of each stock
acquisition right. If the Board of Directors
elects to issue stock acquisition rights as a
countermeasure, it may determine the
exercise period and exercise conditions of
the stock acquisition rights, as well as the
conditions that allow the Company to acquire
share options by swapping Company stock
with a party other than the Large-scale
Purchaser, in consideration of the
effectiveness thereof as a countermeasure,
such as the condition that shareholders do
not belong to a specific group of shareholders
including a Large-scale Purchaser.
The Company recognizes that the
aforementioned countermeasures may cause
damage or loss, economic or otherwise, to a
prospective Large-scale Purchaser who does
not comply with the Large-scale Purchase
Rules. The Company does not anticipate
that taking such countermeasures will cause
shareholders, other than the Large-scale
Purchaser, economic damage or loss of
any rights. However, in the event that the
Board of Directors determines to take a
specific countermeasure, the Board of
Directors will disclose such countermeasure
in a timely and appropriate manner, pursuant
to relevant laws and financial instrument
exchange regulations.
The term of office for all Directors is one
year, and Directors are elected at the Ordinary
General Meeting of Shareholders held in June
every year. The Company’s Board of Directors
intends to review the Large-scale Purchase
Rules, as necessary, for reasons including
amendments to applicable legislation. Any
such review would be conducted in the
interests of all shareholders.
The Company’s Board of Directors
resolved to continue the ESV Plan at a
meeting held on May 11, 2012.
Please refer to the Company’s homepage
(URL http://panasonic.co.jp/corp/news/
official.data/data.dir/en120511-5/en120511-
5.pdf ) for details.
Evaluation of Measures by the Board
of Directors and Rationale for
Evaluation
Panasonic’s mid-term management plan
was formulated as a specific measure to
increase the Company’s corporate value in
a sustained manner. The ESV Plan was
formulated from the perspective of protecting
shareholder value, and is aimed at ensuring
shareholders receive sufficient information
to make decisions on share purchase
proposals by allowing those responsible for
the management of the Company, the Board
of Directors, to provide their evaluation of
any proposed Large-scale Purchase, and
providing the opportunity for alternative
proposals to be submitted.
Consequently, these measures, in
accordance with Basic Policy (p.45), are
intended to protect the interests of all the
Company’s shareholders.