Sharp 2009 Annual Report Download - page 33

In order to prevent such purchasing activity, Sharp has
adopted the prior warning type of defense measures called
the Plan Regarding Large-Scale Purchases of Sharp Corpora-
tion Shares (Takeover Defense Plan) (hereinafter referred to
as the “Plan”). The effective term of the Plan was set to end
at the conclusion of the 115th Ordinary General Meeting of
Shareholders. Sharp proposed to continue the Plan with a
partial amendment and received approval of a majority of
shareholders present at the 115th Ordinary General Meeting
of Shareholders on June 23, 2009. The effective term of the
Plan* now ends at the conclusion of the 116th Ordinary Gen-
eral Meeting of Shareholders to be held by June 30, 2010.
This Plan clarifies the rules (large-scale purchase rules)
that must be adhered to by a group of shareholders with
intent to obtain 20% or more of the voting rights of the Com-
pany. The Board of Directors of Sharp Corporation shall
receive and heed as far as possible the counsel from the
Special Committee consisting of more than three persons
appointed from Sharp’s outside director, its outside corporate
auditors, and experienced outsiders before deciding to take
countermeasures in the cases where: (1) a large-scale pur-
chaser does not follow the large-scale purchase rules; or, (2)
although the large-scale purchaser complies with these
rules, the large-scale purchase is deemed to be harmful to
corporate value and common interests of shareholders.
A specific countermeasure will be selected as appropri-
ate from what is deemed to be within the authority of the
Board of Directors under applicable laws at the time and
the Company’s Articles of Incorporation.
* For details of the Plan, please visit Sharp’s website:
http://www.sharp-world.com/corporate/ir/topics/pdf/090427c.pdf
I am very honored to be appointed as an outside director of Sharp Corporation.
The fundamental principle of corporate management is to maximize corporate
value. This is a difficult thing to accomplish and brings numerous strategic options and
challenges. Today management has become far more complex and sophisticated than
in the past, involving manifold variables. Naturally, one important aspect is the execu-
tive capability needed to view each variable in light of the business environment and
implement the best course of action. At the same time, an aspect that has become
even more important is the management capability needed to carry out optimal overall
management taking the balance of all of these variables.
The future of management will increasingly see the competitiveness of companies
depend upon their ability to realize both partial enhancements in each business and
overall optimization at the same time. I believe that a robust strategy for achieving this
synchronization is to improve the image of the Sharp brand still further, while taking
full measures to raise brand value. Enhancing the Sharp brand is the key to enabling
“spiral-up” management.
As an outside director I hope I can be of some assistance in helping Sharp
Corporation realize this kind of management.
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Outside Director
Kunio Ito
Career overview
April 1992 Professor, Faculty of Commerce and Management,
Hitotsubashi University
August 2002 Dean, Graduate School of Commerce and Management,
Hitotsubashi University
December 2004 Vice President and Executive Staff of Hitotsubashi University
December 2006 Professor, Graduate School of Commerce and Management,
Hitotsubashi University (current position)
June 2009 Director, Sharp Corporation (current position)
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