MAKITA CORPORATION | ||||||
(Registrant) | ||||||
By : | /s/ Masahiko Goto
|
|||||
Masahiko Goto | ||||||
President and Representative Director |
1. | Date: 10 a.m., Wednesday, June 27, 2007 |
|
2. | Place: Okazaki Plant of MAKITA CORPORATION |
3. | Agenda: |
1. | The Business Report, Consolidated Financial Statements for the
95th term (from April 1, 2006 to March 31, 2007) and the Audit Reports on
such Consolidated Financial Statements by the Accounting Auditors and the Board of
Statutory Auditors |
||
2. | The Non-consolidated Financial Statements for the 95th term |
Items to be resolved: | ||||
No. 1 | Appropriations of Surplus | |||
No. 2 | Election of fifteen Directors | |||
No. 3 | Election of one Statutory Auditor | |||
No. 4 | Election of one Supplementary Statutory Auditor | |||
No. 5 | Payment of Bonus to Directors |
- 1 -
- 2 -
- 3 -
92nd term | 93rd term | 94th term | 95th term | |||||||||||||||||||
Description | (ended March 31, 2004) | (ended March 31, 2005) | (ended March 31, 2006) | (ended March 31, 2007) | ||||||||||||||||||
Net sales (in millions of yen) |
184,117 | 194,737 | 229,075 | 279,933 | ||||||||||||||||||
Operating income (in millions of yen) |
14,696 | 31,398 | 45,778 | 48,176 | ||||||||||||||||||
Income before income taxes (in millions
of yen) |
16,170 | 32,618 | 49,143 | 49,323 | ||||||||||||||||||
Net income (in millions of yen) |
7,691 | 22,136 | 40,411 | 36,971 | ||||||||||||||||||
Net income per share (in yen) |
53.16 | 153.89 | 281.15 | 257.27 | ||||||||||||||||||
Total assets (in millions of yen) |
278,116 | 289,904 | 326,038 | 368,494 | ||||||||||||||||||
Shareholders equity (in millions of yen) |
193,348 | 219,640 | 266,584 | 302,675 | ||||||||||||||||||
Notes: | 1. | Consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. | ||||||
2. | Net income per share is computed based on the average number of common stock outstanding during the term. | |||||||
3. | Amounts of less than 1 million yen have been rounded. |
Capital | Ownership ratio | ||||||||||||||
Company Name | (thousands) | (%) | Principal Business | ||||||||||||
Makita U.S.A. Inc. |
U.S.$ | 161,400 | 100.0 | Sales of electric power tools | |||||||||||
Makita Corporation of America |
U.S.$ | 73,600 | 100.0 | * | Manufacture of electric power tools | ||||||||||
Makita (U.K.) Ltd. |
£ | 21,700 | 100.0 | * | Sales of electric power tools | ||||||||||
Makita Manufacturing Europe
Ltd. |
£ | 37,600 | 100.0 | * | Manufacture of electric power tools | ||||||||||
Makita Werkzeug GmbH
(Germany) |
Euro | 7,669 | 100.0 | * | Sales of electric power tools | ||||||||||
Dolmar GmbH (Germany) |
Euro | 13,805 | 100.0 | * | Manufacture and sales of garden tools | ||||||||||
Makita S.p.A. (Italy) |
Euro | 6,000 | 100.0 | * | Sales of electric power tools | ||||||||||
Makita Oy (Finland) |
Euro | 100 | 100.0 | * | Sales of electric power tools | ||||||||||
Makita (China) Co., Ltd. |
U.S.$ | 65,000 | 100.0 | Manufacture and sales of electric power tools | |||||||||||
Makita (Kunshan) Co., Ltd. |
U.S.$ | 18,500 | 100.0 | Manufacture of electric power tools | |||||||||||
- 4 -
Head office
|
Anjo (Aichi) | ||||
Sales offices
|
Tokyo, Nagoya, Osaka | ||||
Plant
|
Okazaki (Aichi) | ||||
For Sales | |||||
Makita U.S.A. Inc. | Los Angeles (United States) | ||||
Makita (U.K.) Ltd. | London (United Kingdom) | ||||
Makita S.p.A. | Milan (Italy) | ||||
Makita Werkzeug GmbH | Duisburg (Germany) | ||||
Makita Oy | Helsinki (Finland) | ||||
For Production | |||||
Makita Corporation of America | Atlanta (United States) | ||||
Makita Manufacturing Europe Ltd. | Telford (United Kingdom) | ||||
Makita (Kunshan) Co., Ltd. | Kunshan (China) | ||||
For Production and sales | |||||
Makita (China) Co., Ltd. | Kunshan (China) | ||||
Dolmar GmbH | Hamburg (Germany) |
Number of Employees | Increase/Decrease | ||||
9,062 |
433 (Increase) | ||||
Number of Employees | Increase/Decrease | Average Age | Average Years of Service | ||||||||||||
2,952
|
39 (Decrease) | 41.6 | 20.0 | ||||||||||||
- 5 -
(1) Total number of shares authorized to be issued by the Company:
|
496,000,000 shares | |||
(2) Total number of shares outstanding:
|
143,701,279 shares | |||
(excluding treasury stock of 307,481 shares) | ||||
(3) Number of shareholders:
|
10,619 | |||
(4) Major Shareholders: |
Number of Shares Held | ||||||||||||
Units | Ownership ratio | |||||||||||
Name of Shareholders | (thousands) | (%) | ||||||||||
Japan Trustee Services Bank, Ltd. (Trust account) |
11,275 | 7.85 | ||||||||||
The Master Trust Bank of Japan, Ltd. (Trust account) |
6,927 | 4.82 | ||||||||||
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
5,213 | 3.63 | ||||||||||
The Chase Manhattan Bank, N.A. London |
4,578 | 3.19 | ||||||||||
Makita Cooperation Companies Investment Association |
3,870 | 2.69 | ||||||||||
Nippon Life Insurance Company |
3,712 | 2.58 | ||||||||||
Maruwa, Ltd. |
3,209 | 2.23 | ||||||||||
Northern Trust Company (AVFC) Sub-account American Client |
2,981 | 2.08 | ||||||||||
Sumitomo Mitsui Banking Corporation |
2,900 | 2.02 | ||||||||||
State Street Bank and Trust Company 505103 |
2,799 | 1.95 | ||||||||||
Date on which obligation | Number of shares held | Ownership ratio | |||||||||||||||
Persons who submitted the report | of report arose | (thousands) | (%) | ||||||||||||||
Mitsubishi UFJ Financial Group, Inc. |
January 22, 2007 | 8,544 | 5.95 | ||||||||||||||
Nomura Asset Management Co., Ltd. |
January 15, 2007 | 7,528 | 5.24 | ||||||||||||||
- 6 -
Title | Name | Position at the Company and representative status in other companies | ||||||
President*
|
Masahiko Goto | |||||||
Managing Director
|
Masami Tsuruta | General Manager of Domestic Sales Marketing Headquarters | ||||||
Director
|
Yasuhiko Kanzaki | General Manager of International Sales Headquarters: Europe Area | ||||||
Director
|
Kenichiro Nakai | General Manager of Administration Headquarters | ||||||
Director
|
Tadayoshi Torii | General Manager of Production Headquarters | ||||||
Director
|
Tomoyasu Kato | General Manager of Development and Engineering Headquarters | ||||||
Director
|
Kazuya Nakamura | General
Manager of International Sales Headquarters: Asia and Oceania
Area |
||||||
Director
|
Masahiro Yamaguchi | General
Manager of Purchasing Headquarters |
||||||
Director
|
Shiro Hori | General Manager of International Sales Headquarters: America Area and International Administration |
||||||
Director
|
Tadashi Asanuma | Assistant General Manager of Domestic Sales Marketing Headquarters |
||||||
Director
|
Hisayoshi Niwa | General Manager of Quality Headquarters | ||||||
Director
|
Zenji Mashiko | Assistant General Manager of Domestic Sales Marketing Headquarters |
||||||
Director
|
Motohiko Yokoyama | Vice-president and Representative Director of JTEKT Corporation | ||||||
Standing Statutory
Auditor
|
Akio Kondo | |||||||
Standing Statutory
Auditor
|
Hiromichi Murase | |||||||
Statutory Auditor
|
Keiichi Usui | |||||||
Statutory Auditor
|
Shoichi Hase | Patent Attorney | ||||||
Notes: | 1. | The asterisk denotes Representative Director. | ||||||
2. | Mr. Motohiko Yokoyama is an Outside Director. | |||||||
3. | Messrs. Keiichi Usui and Shoichi Hase are Outside Statutory Auditors. | |||||||
4. | Mr. Akio Kondo, Standing Statutory Auditor, had worked at the Financial Department of the Company for 25 years and has considerable expertise in finance and accounting. | |||||||
5. | Mr. Keiichi Usui, Statutory Auditor, successively held the offices of the Manager of the Financial Department, the Manager of the Accounting Department and the General Manager of the Accounting Department at INAX Corporation, and has considerable expertise in finance and accounting. |
- 7 -
Aggregate amount paid | ||||||||||||
Classification | Number of payment recipients | (in millions of yen) | ||||||||||
Directors |
13 | 235 | ||||||||||
Statutory Auditors |
4 | 42 | ||||||||||
Total |
17 | 277 | ||||||||||
Notes: | 1. | The aggregate amount of remuneration includes the amount of 16 million yen paid to Outside Executives (one Outside Director and two Outside Statutory Auditors). | ||||||
2. | The amount of 122 million yen paid to Directors includes the bonuses to be paid to 12 Directors (excluding one Outside Director), which will be resolved at the 95th Ordinary General Meeting of Shareholders. | |||||||
3. | In accordance with the resolution of the meeting of the Board of Directors held on April 28, 2006, the Company terminated the retirement allowance plan for Directors and Statutory Auditors as of June 29, 2006. The aggregate amount of 11 million yen for remuneration includes the estimated retirement allowances for directors and statutory auditors for the period from April 1, 2006 to June 29, 2006. | |||||||
4. | Other than the above, the following amount was paid to Directors who
concurrently serve as employees as employee salaries (including bonuses). Directors who currently serve as employees: 10 Directors, 150 million yen
|
|||||||
5. | The maximum amounts of annual remuneration for all Directors and Statutory Auditors, each of which was approved by a resolution passed at the Ordinary General Meeting of Shareholders held in May 1989, is 240 million yen (excluding the amounts paid to Directors who concurrently serve as employees as employee salaries) and 60 million yen, respectively. |
- 8 -
Amount of payment | |||||
1. Remuneration for the auditing service provided for in
Article 2, Paragraph 1 of the Certified Public
Accountant Law
|
262 million yen | ||||
2. Total amount of money and other financial benefits to
be paid by the Company and its subsidiaries
|
275 million yen | ||||
Notes: | 1. | As the audit agreement between the Company and its accounting auditors does not differentiate remuneration for audit under the Company Law of Japan from the one for audit under Securities and Exchange Law, the amount shown in 1. above represents total remuneration for both audits. | ||||||
2. | KPMG AZSA & Co. is a member firm of KPMG International and the accounting audits of all principal subsidiaries of the Company are conducted by member firms of KPMG International. |
- 9 -
5. | Systems and Policies of the Company |
(1) | Systems to ensure that the duties of Directors are executed in compliance with laws and
regulations and the Articles of Incorporation, and other systems necessary for ensuring that
the companys operation will be conducted appropriately |
1. | Systems to ensure that the duties of Directors and employees are executed in
compliance with laws and regulations and the Articles of Incorporation |
(i) | The Board of Directors establish the Code of Ethics and the Guidelines to
the Code of Ethics as the principles for all Executives and employees of the Makita
Group and each of the Directors shall keep all employees informed of and in
compliance with such ethics. |
||
(ii) | In order to ensure corporate ethics and compliance, a system to discover
problems within the Company is created by establishing consulting facility as well
as Internal Reporting Policy. In addition, an inquiry window shall be established
on the Companys website to receive opinions and suggestions from outside the
Company concerning accounting, internal controls and auditing. |
||
(iii) | An Internal Audit Department is established that conducts internal audit
as deemed necessary. |
2. | Systems concerning the retention and management of information regarding the
execution of duties by Directors |
Information regarding the execution of duties by Directors shall be appropriately
kept and managed in accordance with internal regulations such as the Regulations of
the Board of Directors and the Regulations on Corporate Approval. Directors and
Statutory Auditors shall have access to such information. |
3. | Rules and other systems for risk management |
(i) | Each Director has the power and responsibility to build a risk management
system in the Makita Group in the business areas of which they are in charge, and in
the case where a significant event affecting the management of the Company arises,
the Director shall report such event to the Board of Directors and Board of
Statutory Auditors. |
||
(ii) | Rules and guidelines on risk management regarding quality control,
accident prevention, cash management and others, shall be established as necessary
and operated by each department. |
4. | Systems to ensure the efficient execution of Directors duties |
(i) | A regular meeting of the Board of Directors shall be held once a month
and extraordinary meetings shall be held whenever necessary. In addition, pursuant
to management policy decided by the Board of Directors, priority targets shall be
established for each department in each fiscal year. Each Director shall execute
his duty to accomplish relevant target and the Board of Directors shall oversight
the progress and performance thereof. |
||
(ii) | The Board of Directors establish standards concerning management
structure and organization, positions, divisions of functions and duties and powers,
which constitute the basis for implementing management policy, and operates business
systematically and efficiently. |
5. | Systems to ensure the adequacy of business operations within the Makita Group |
(i) | Each of all subsidiaries is under control of Directors who are in charge
of such subsidiary and important management matters and matters concerning
misconduct shall be reported appropriately to such Director in accordance with the
Reporting Policy. The Director who is in charge of such subsidiary, upon receipt of
such report, shall inform the Board of Directors of the status of supervision when
necessary. |
||
(ii) | The Board of Directors establish policies on documentation and assessment
of internal controls of financial reporting of the Makita Group. |
||
(iii) | In order to enhance the corporate governance of the Makita Group,
Outside Directors shall be appointed. |
||
(iv) | For supervision and review of internal control systems of the Makita
Group by Statutory Auditors, a system shall be established for Statutory Auditors to
cooperate with the Internal Audit Department and other related division and to
receive report from Accounting Auditors. |
6. | Matters concerning employees posted to assist the duties of the Statutory
Auditors when the Statutory Auditors so require and such employees independence from
Directors |
Necessary personnel be posted to assist the duties of the Statutory Auditors. In
order to ensure the independence of such employees from Directors, the consent of the
Board of Statutory Auditors is required for the appointment and change of such
employees. |
- 10 -
7. | Systems in accordance with which the Directors and employees report to the
Statutory Auditors and other systems concerning reports to the Statutory Auditors |
(i) | Directors and employees report to the Statutory Auditors with respect to
matters that may cause significant damage to the Company, important management
matters, matters concerning misconduct, status of buildings and operation of the
internal control system, and the operation of internal reporting system and the
results of reports from such system. |
||
(ii) | The Company prepare a system that enables the Board of Statutory Auditors
to request reports from Directors and employees when necessary and to exchange
opinions with the Directors and Accounting Auditors. |
8. | Other systems to ensure that audits by the Statutory Auditors will be
conducted effectively |
(i) | In order to enhance the supervisory function of the Board of Statutory
Auditors over Accounting Auditors, Policies and Procedures concerning Prior
Approval of Auditing and Non-Auditing Services shall be established. In addition,
to ensure that audits by the Statutory Auditors will be conducted effectively, audit
shall be conducted in accordance with standards for audit by Statutory Auditors. |
||
(ii) | Bonuses and retirement allowances to Statutory Auditors shall be
terminated and full amount of the compensation to Statutory Auditors shall be fixed
so that the independence of the Statutory Auditors shall be secured. |
(2) | Policies on Determination of Distribution of Surplus |
- 11 -
(Millions of Yen) | |||||||||||||
(Assets) |
(Liabilities) | ||||||||||||
Current assets |
266,499 | Current liabilities | 54,316 | ||||||||||
Cash and cash equivalents |
37,128 | Short-term borrowings |
1,892 | ||||||||||
Time deposits |
6,866 | Trade notes and accounts payable |
16,025 | ||||||||||
Marketable securities |
58,217 | Accrued payroll |
8,571 | ||||||||||
Trade receivables- |
Accrued expenses and other |
17,353 | |||||||||||
Notes |
3,125 | Income taxes payable |
10,447 | ||||||||||
Accounts |
54,189 | Deferred income taxes |
28 | ||||||||||
Less- Allowance for doubtful receivables |
(869 | ) | |||||||||||
Inventories |
92,800 | Long-term liabilities | 9,368 | ||||||||||
Deferred income taxes |
5,080 | Long-term indebtedness |
53 | ||||||||||
Prepaid expenses and other current assets |
9,963 | Accrued retirement and termination allowances |
3,227 | ||||||||||
Deferred income taxes |
4,976 | ||||||||||||
Property, plant and equipment, at cost |
63,380 | Other liabilities |
1,112 | ||||||||||
Land |
16,732 | ||||||||||||
Buildings and improvements |
57,242 | (Minority interests) | |||||||||||
Machinery and equipment |
74,087 | Minority interests | 2,135 | ||||||||||
Construction in progress |
5,576 | ||||||||||||
Less- Accumulated depreciation |
(90,257 | ) | (Shareholders equity) | ||||||||||
Common stock |
23,805 | ||||||||||||
Investments and other assets |
38,615 | Additional paid-in capital |
45,437 | ||||||||||
Investment securities |
27,279 | Legal reserve and retained earnings |
221,034 | ||||||||||
Goodwill |
764 | Accumulated other comprehensive income |
12,697 | ||||||||||
Other intangible assets |
1,527 | Treasury stock, at cost |
(298 | ) | |||||||||
Deferred income taxes |
1,367 | Total shareholders equity | 302,675 | ||||||||||
Other assets |
7,678 | ||||||||||||
Total assets |
368,494 | Total liabilities, minority interests and shareholders equity |
368,494 | ||||||||||
- 12 -
(Millions of Yen) | ||||||||||
Net sales |
279,933 | |||||||||
Cost of sales |
163,909 | |||||||||
Gross profit |
116,024 | |||||||||
Selling, general, administrative and other expenses |
66,802 | |||||||||
Gains on disposals or sales of property, plant and equipment, net |
(249 | ) | ||||||||
Impairment of long-lived assets |
1,295 | |||||||||
Operating income |
48,176 | |||||||||
Other income (expenses): |
||||||||||
Interest and dividend income |
1,364 | |||||||||
Interest expense |
(316 | ) | ||||||||
Exchange losses on foreign currency transactions, net |
(418 | ) | ||||||||
Realized gains on securities, net |
918 | |||||||||
Other, net |
(401 | ) | 1,147 | |||||||
Income before income taxes |
49,323 | |||||||||
Provision for income taxes: |
||||||||||
Current |
16,486 | |||||||||
Deferred |
(4,134 | ) | 12,352 | |||||||
Net income |
36,971 | |||||||||
- 13 -
(Millions of Yen) | |||||
Common stock: |
|||||
Beginning balance |
23,805 | ||||
Ending balance |
23,805 | ||||
Additional paid-in capital: |
|||||
Beginning balance |
45,437 | ||||
Ending balance |
45,437 | ||||
Legal reserve and retained earnings: |
|||||
Beginning balance |
192,255 | ||||
Cash dividends |
(8,192 | ) | |||
Net income |
36,971 | ||||
Ending balance |
221,034 | ||||
Accumulated other comprehensive income: |
|||||
Beginning balance |
5,345 | ||||
Other comprehensive income for the year |
7,515 | ||||
Adjustment to initial apply SFAS No.158 |
(163 | ) | |||
Ending balance |
12,697 | ||||
Treasury stock, at cost: |
|||||
Beginning balance |
(258 | ) | |||
Purchases |
(40 | ) | |||
Ending balance |
(298 | ) | |||
Total shareholders equity |
302,675 | ||||
- 14 -
1. | Basis of presentation |
The consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP) pursuant to the provision of
paragraph 1 of Article 148 of the Ordinance for Corporate Accounting. However, certain
disclosures required under US GAAP are omitted pursuant to the same provision. |
2. | Valuation of securities |
The Company conforms with Statement of Financial Accounting Standards (SFAS) No.115
Accounting for Certain Investments in Debt and Equity Securities. |
Held-to-maturity securities:
|
Amortized cost | |
Available-for-sale securities:
|
Fair market value as of fiscal year-end | |
All valuation allowances are credited to shareholders equity. | ||
The cost of securities sold is based on the moving-average method. |
3. | Valuation of inventories |
Inventories are valued at the lower of cost or market price, with cost determined
principally based on the average cost method. Inventory costs include raw materials, labor
and manufacturing overheads. |
4. | Depreciation method of fixed assets |
Tangible fixed assets:
|
Depreciation of tangible fixed assets of the Company is computed principally by using the declining-balance method over the estimated useful lives. Most of the consolidated subsidiaries have adopted the straight-line method for computing depreciation. | |
Goodwill and other intangible assets:
|
In accordance with SFAS No.142 Goodwill and Other Intangible Fixed Assets, impairment testing is carried out at least once a year and at the time of the event which shows the possibility of impairment occurring, with regard to other intangible fixed assets for which goodwill or service life cannot be established. Amortization is performed using the straight-line method with regard to other intangible fixed assets that have clearly established years of service. |
- 15 -
5. | Allowances |
Allowance for doubtful receivables:
|
The allowance is determined based on, but is not limited to, historical collection experience adjusted for the effects of the current economic environment, assessment of inherent risks, aging and financial performance. Allowance for doubtful receivables represents the Makitas best estimate of the amount of probable credit losses in its existing receivables. | |
Retirement and termination allowances:
|
In accordance with SFAS No.87 Employers Accounting for Pensions and SFAS No. 158 Employers Accounting For Defined Benefit Pension and Other Postretirement Plans, pension and severance cost is accrued based on the projected benefit obligations and the fair value of plan assets at the balance sheet date. | |
Unrecognized prior service cost is amortized by the straight-line method over the average remaining service period of employees. | ||
Unrecognized actuarial loss is recognized by amortizing a portion in excess of 10% of the greater of the projected benefit obligations or the fair value of plan assets by the straight-line method over the average remaining service period of employees. |
6. | Change in accounting policy |
Makita has applied the provisions of SFAS No. 158 on March 31, 2007. As a result, Makita
has recognized the difference of the fair value of pension benefit obligation and plan
assets on the consolidated balance sheet. Makita has appropriated for after-tax accumulated
other comprehensive income (loss) amounts representing unrecognized actuarial loss,
unrecognized prior service cost and unrecognized net transition obligation. With this
change, other assets have decreased by 280 million yen, accrued expenses and other have
increased by 171 million yen, accrued retirement and termination allowances have decreased
by 178 million yen, and after-tax accumulated other comprehensive income has decreased by
163 million yen. |
7. | Consumption tax is accounted for by allocation separately from related sales and purchase
accounts. |
1. | Accumulated other comprehensive income includes foreign currency translation adjustments, net unrealized holding gains on available-for-sale securities, and minimum pension liability adjustment. | |||||||||
2.
|
Guarantee (contingent liabilities) | 10 | million yen | |||||||
3.
|
Notes receivable discounted | 286 | million yen |
Net income per share |
257.27 | yen | ||||
Net income per share attributable to common stock was computed based on following; |
||||||
Net income in the statement of income |
36,971 | million yen | ||||
Net income available to common stock |
36,971 | million yen | ||||
Average number of shares of common stocks outstanding |
143,706,789 | shares |
- 16 -
Kind of shares | End of the previous term | Increase | Decrease | End of the present term | ||||||||||
Common shares |
144,008,760 shares | - | - | 144,008,760 shares | ||||||||||
Kind of shares | End of the previous term | Increase | Decrease | End of the present term | ||||||||||
Common shares |
296,994 shares | 10,929 shares | 442 shares | 307,481 shares | ||||||||||
Address of head office:
|
35 Ohoka Numazu City, Shizuoka Prefecture | |
Capital stock:
|
833.90 million yen (as of September 30, 2006) | |
Principal business:
|
Manufacture and distribution of engines, machinery for agriculture, forestry and construction industries, vehicles for industrial use, machinery for golf courses and related parts, equipments for environmental sanitation, and instruments and parts for disaster prevention equipment | |
Net sales:
|
11,140 million yen (for the fiscal year ended March 31, 2006) |
- 17 -
(Millions of Yen) | |||||||||||||
(Assets) |
(Liabilities) | ||||||||||||
Current assets |
93,890 | Current liabilities | 21,851 | ||||||||||
Cash and time deposits |
6,740 | Trade notes payable |
524 | ||||||||||
Trade notes receivable |
325 | Trade accounts payable |
6,599 | ||||||||||
Trade accounts receivable |
24,643 | Other accounts payable |
1,532 | ||||||||||
Marketable securities |
37,583 | Corporate and inhabitant income taxes payable |
6,933 | ||||||||||
Finished goods and merchandise |
10,439 | Accrued expenses |
5,252 | ||||||||||
Work-in-process |
1,205 | Allowance for officers bonuses |
122 | ||||||||||
Raw materials and supplies |
2,102 | Allowance for product warranties |
157 | ||||||||||
Short-term loans receivable |
7,253 | Other current liabilities |
732 | ||||||||||
Deferred tax assets |
2,936 | Long-term liabilities | 5,978 | ||||||||||
Other current assets |
669 | Retirement and termination allowances |
417 | ||||||||||
Allowance for doubtful accounts |
(5 | ) | Estimated retirement allowances for directors and statutory auditors |
501 | |||||||||
Fixed assets |
159,773 | Deferred tax liabilities |
5,060 | ||||||||||
Tangible fixed assets |
36,095 | Total liabilities | 27,829 | ||||||||||
Buildings |
13,001 | (Net assets) | |||||||||||
Structures |
683 | Shareholders equity | 213,916 | ||||||||||
Machinery and equipment |
3,236 | Common stock |
24,206 | ||||||||||
Vehicles and transportation equipment |
73 | Additional paid-in capital |
47,542 | ||||||||||
Tools, furniture and fixtures |
3,080 | Additional paid-in capital |
47,525 | ||||||||||
Land |
12,274 | Other additional paid-in capital |
17 | ||||||||||
Construction in progress |
3,748 | Retained earnings |
142,466 | ||||||||||
Intangible fixed assets |
1,034 | Legal reserve |
5,669 | ||||||||||
Right of facility use |
36 | Other retained earnings |
136,797 | ||||||||||
Software |
390 | Reserve for dividend |
750 | ||||||||||
Goodwill |
540 | Reserve for technical research |
1,500 | ||||||||||
Other intangible fixed assets |
68 | Reserve for deduction entries |
1,079 | ||||||||||
Investment and other assets |
122,644 | General reserves |
85,000 | ||||||||||
Investment securities |
47,977 | Retained earnings carried forward |
48,468 | ||||||||||
Stocks of affiliates |
55,979 | Treasury stock |
(298 | ) | |||||||||
Investment in affiliates |
15,103 | Difference of valuation and translation | 11,918 | ||||||||||
Long-term loans receivable |
148 | Net unrealized gains on securities |
11,918 | ||||||||||
Long-term time deposits |
2,200 | Total net assets | 225,834 | ||||||||||
Lease deposits |
380 | ||||||||||||
Prepaid pension expenses |
839 | ||||||||||||
Other investments |
36 | ||||||||||||
Allowance for doubtful accounts |
(18 | ) | |||||||||||
Total assets |
253,663 | Total liabilities and net assets | 253,663 | ||||||||||
- 18 -
(Millions of Yen) | ||||||||||
Net sales |
125,493 | |||||||||
Cost of sales |
81,060 | |||||||||
Gross profit |
44,433 | |||||||||
Selling, general, administrative and other expenses |
24,596 | |||||||||
Operating income |
19,837 | |||||||||
Non-operating income |
||||||||||
Interest and dividend income |
12,082 | |||||||||
Other non-operating income |
513 | 12,595 | ||||||||
Non-operating expense |
||||||||||
Exchange losses on foreign currency transactions |
117 | |||||||||
Other non-operating expense |
48 | 165 | ||||||||
Ordinary profit |
32,267 | |||||||||
Special profit |
||||||||||
Gains on the sale of fixed assets |
24 | |||||||||
Gains on the sale of investment securities |
650 | |||||||||
Reversal of allowance for doubtful receivables |
57 | 731 | ||||||||
Special loss |
||||||||||
Losses on the sale and disposal of properties |
622 | |||||||||
Losses on the sale of investment securities |
9 | |||||||||
Unrealized losses on investment securities |
46 | |||||||||
Unrealized losses on stocks of affiliates |
1,864 | 2,541 | ||||||||
Income before income taxes |
30,457 | |||||||||
Tax provision, current |
9,180 | |||||||||
Tax provision, deferred |
(586 | ) | 8,594 | |||||||
Net income |
21,863 | |||||||||
- 19 -
Shareholders equity | ||||||||||||||||||||||
Additional paid-in capital | ||||||||||||||||||||||
Additional | Other additional | Total additional | ||||||||||||||||||||
Common stock | paid-in capital | paid-in capital | paid-in capital | |||||||||||||||||||
Balance of March 31, 2006 |
24,206 | 47,525 | 16 | 47,541 | ||||||||||||||||||
Changes in the term |
||||||||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets* |
- | |||||||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets |
- | |||||||||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets * |
- | |||||||||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets |
- | |||||||||||||||||||||
Reversal of special account
reserve for advanced
depreciation of fixed assets * |
- | |||||||||||||||||||||
Bonuses to directors and
statutory auditors * |
- | |||||||||||||||||||||
Dividends from surplus* |
||||||||||||||||||||||
Dividends from surplus |
- | |||||||||||||||||||||
Net income |
- | |||||||||||||||||||||
Purchase of Treasury stock |
- | |||||||||||||||||||||
Disposal of Treasury stock |
1 | 1 | ||||||||||||||||||||
Net change of items other than
shareholders equity |
- | |||||||||||||||||||||
Total changes in the term |
- | - | 1 | 1 | ||||||||||||||||||
Balance of March 31, 2007 |
24,206 | 47,525 | 17 | 47,542 | ||||||||||||||||||
Shareholders equity | |||||||||||||||||||||||||||
Retained earnings | Total | ||||||||||||||||||||||||||
Other retained | Total retained | shareholders | |||||||||||||||||||||||||
Legal reserve | earnings | earnings | Treasury stock | equity | |||||||||||||||||||||||
Balance of March 31, 2006 |
5,669 | 123,230 | 128,899 | (258 | ) | 200,388 | |||||||||||||||||||||
Changes in the term |
|||||||||||||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets* |
- | - | |||||||||||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets |
- | - | |||||||||||||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets * |
- | - | |||||||||||||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets |
- | - | |||||||||||||||||||||||||
Reversal of special account reserve for
advanced depreciation of fixed assets * |
- | - | |||||||||||||||||||||||||
Bonuses to directors and statutory
auditors * |
(105 | ) | (105 | ) | (105 | ) | |||||||||||||||||||||
Dividends from surplus* |
(5,461 | ) | (5,461 | ) | (5,461 | ) | |||||||||||||||||||||
Dividends from surplus |
(2,730 | ) | (2,730 | ) | (2,730 | ) | |||||||||||||||||||||
Net income |
21,863 | 21,863 | 21,863 | ||||||||||||||||||||||||
Purchase of Treasury stock |
- | (41 | ) | (41 | ) | ||||||||||||||||||||||
Disposal of Treasury stock |
- | 1 | 2 | ||||||||||||||||||||||||
Net change of items other than
shareholders equity |
- | ||||||||||||||||||||||||||
Total changes in the term |
- | 13,567 | 13,567 | (40 | ) | 13,528 | |||||||||||||||||||||
Balance of March 31, 2007 |
5,669 | 136,797 | 142,466 | (298 | ) | 213,916 | |||||||||||||||||||||
- 20 -
Difference of valuation and translation | |||||||||||||||||
Net unrealized gains | Total difference of | ||||||||||||||||
on securities | valuation and translation | Total net assets | |||||||||||||||
Balance of March 31, 2006 |
13,198 | 13,198 | 213,586 | ||||||||||||||
Changes in the term |
|||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets* |
- | - | |||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets |
- | - | |||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets * |
- | - | |||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets |
- | - | |||||||||||||||
Reversal of special account reserve
for advanced depreciation of fixed
assets * |
- | - | |||||||||||||||
Bonuses to directors and
statutory auditors * |
- | (105 | ) | ||||||||||||||
Dividends from surplus* |
(5,461 | ) | |||||||||||||||
Dividends from surplus |
- | (2,730 | ) | ||||||||||||||
Net income |
- | 21,863 | |||||||||||||||
Purchase of Treasury stock |
- | (41 | ) | ||||||||||||||
Disposal of Treasury stock |
- | 2 | |||||||||||||||
Net change of items other than
shareholders equity |
(1,280 | ) | (1,280 | ) | (1,280 | ) | |||||||||||
Total changes in the term |
(1,280 | ) | (1,280 | ) | 12,248 | ||||||||||||
Balance of March 31, 2007 |
11,918 | 11,918 | 225,834 | ||||||||||||||
- 21 -
Other retained earnings | ||||||||||||||||||||||
Special account | ||||||||||||||||||||||
Reserve for | Reserve for | Reserve for | reserve for | |||||||||||||||||||
dividend | technical research | deduction entries | deduction entries | |||||||||||||||||||
Balance of March 31, 2006 |
750 | 1,500 | 1,134 | 23 | ||||||||||||||||||
Changes in the term |
||||||||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets* |
58 | |||||||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets |
12 | |||||||||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets * |
(59 | ) | ||||||||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets |
(66 | ) | ||||||||||||||||||||
Reversal of special account
reserve for
advanced depreciation of fixed
assets * |
(23 | ) | ||||||||||||||||||||
Bonuses to directors and
statutory auditors * |
||||||||||||||||||||||
Dividends from surplus* |
||||||||||||||||||||||
Dividends from surplus |
||||||||||||||||||||||
Net income |
||||||||||||||||||||||
Purchase of Treasury stock |
||||||||||||||||||||||
Disposal of Treasury stock |
||||||||||||||||||||||
Net change of items other than
shareholders equity |
||||||||||||||||||||||
Total changes in the term |
- | - | (55 | ) | (23 | ) | ||||||||||||||||
Balance of March 31, 2007 |
750 | 1,500 | 1,079 | - | ||||||||||||||||||
Other retained earnings | |||||||||||||||||
Retained earnings | |||||||||||||||||
General reserves | carried forward | Total | |||||||||||||||
Balance of March 31, 2006 |
85,000 | 34,823 | 123,230 | ||||||||||||||
Changes in the term |
|||||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets* |
(58 | ) | - | ||||||||||||||
Transfer to reserve for advanced
depreciation of fixed assets |
(12 | ) | - | ||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets * |
59 | - | |||||||||||||||
Reversal of reserve for advanced
depreciation of fixed assets |
66 | - | |||||||||||||||
Reversal of special account
reserve for
advanced depreciation of fixed
assets * |
23 | - | |||||||||||||||
Bonuses to directors and
statutory auditors * |
(105 | ) | (105 | ) | |||||||||||||
Dividends from surplus* |
(5,461 | ) | (5,461 | ) | |||||||||||||
Dividends from surplus |
(2,730 | ) | (2,730 | ) | |||||||||||||
Net income |
21,863 | 21,863 | |||||||||||||||
Purchase of Treasury stock |
- | ||||||||||||||||
Disposal of Treasury stock |
- | ||||||||||||||||
Net change of items other than
shareholders equity |
- | ||||||||||||||||
Total changes in the term |
- | 13,645 | 13,567 | ||||||||||||||
Balance of March 31, 2007 |
85,000 | 48,468 | 136,797 | ||||||||||||||
- 22 -
Held-to-maturity securities: | Amortized cost (Straight-line method) | |||||
Stocks of affiliates: | At moving-average cost | |||||
Available-for-sale securities | ||||||
Those having fair market value: | Fair market value as of fiscal year-end | |||||
All valuation allowances are credited to shareholders equity. |
||||||
The cost of securities sold is based on the moving-average method. | ||||||
Those having no fair market value: | At moving-average cost |
Fair market value as of fiscal year-end |
Finished goods, merchandise, work in process, and raw materials: | ||||
At the lower of average cost or market | ||||
Supplies: | At the lower of latest purchase cost or market |
Tangible fixed assets: | Declining-balance method | |||||
However, buildings acquired after March 31, 1998,
(excluding fixtures) are depreciated on the
straight-line method. |
||||||
Estimated life: | ||||||
Buildings and structures: 38 to 50 years | ||||||
Machinery and equipment: 10 years | ||||||
(Additional information) | ||||||
In accordance with the plan to build the new Company
office building, we changed the service life to the
period of the planned suspension of operation of the
building. As the result, amount of depreciation for the
term has been increased by 786 million yen relative to
the earlier method, and operating income, ordinary
profit and income before income taxes have been
decreased by same amount. |
||||||
Intangible fixed assets: | Straight-line method | |||||
Goodwill is amortized uniformly over a five-year period. Software for internal use is depreciated on the straight-line method over its estimated useful life (five years). |
Allowance for doubtful accounts: | The allowance for doubtful accounts is reserved
based on the historical write-off ratio for accounts receivable. For accounts
receivable that are difficult to collect, individually estimated write-off amounts
are reserved. |
|||
Retirement and termination allowances: | To be prepared for employee retirement, pension
costs during the year are reserved based on projected benefit obligations and plan
assets. Past service liabilities are amortized by the straight-line method over the
average remaining employment period. Actuarial differences are amortized starting
immediately after the year of accruement by the straight-line method over the average
remaining employment period. |
- 23 -
Estimated retirement allowances for directors and statutory auditors: | ||||
In preparation for the payment of officer
retirement benefits, we appropriated the allowance
required at end of the term in accordance with our
internal rules. It was resolved, however, at the
Board of Directors meeting of April 28, 2006 to
abolish the system of appropriating the officers
retirement allowance as of the end of the general
meeting of shareholders of June 29, 2006. We have
not made appropriations for the allowance since July
of 2006, and as a consequence, the balance of the
term end is the amount reserved for currently
serving directors and statutory auditors (excluding
outside director) who assumed their positions prior
to June 2006. |
||||
Allowance for officers bonuses: | In preparation for the anticipated payment of bonuses to
directors and statutory auditors, we appropriated the amount estimated to pay for the
term. |
|||
Allowance for product warranties: | In preparation for the payment of product after-service
and free post-sale repair services, we appropriated the projected amount based on
actual payment in the past. |
6. | Accounting for lease transactions |
7. | Consumption tax is accounted for by allocation separately from related sales and purchase accounts. |
8. | From the term under review, we are preparing financial statements in accordance with the
Ordinance for Corporate Accounting (Ministry of Justice Ordinance No. 13, dated February 7,
2006.) |
1. | Accounting standard for directors bonuses |
2. | Accounting standard for description of net assets on the balance sheet |
1. | Allowance for product warranties |
2. | Goodwill |
- 24 -
Notes to Balance Sheet |
||||
1. Accumulated depreciation on tangible fixed assets: |
||||
Buildings |
19,274 million yen | |||
Structures |
1,712 million yen | |||
Machinery and equipment |
14,791 million yen | |||
Vehicles and transportation equipment |
381 million yen | |||
Tools, furniture and fixtures |
22,851 million yen | |||
Total |
59,009 million yen | |||
2. Guarantee (contingent liabilities): |
||||
Makita U.S.A. Inc. |
5,903 million yen | |||
Other |
515 million yen | |||
Total |
6,418 million yen | |||
3. Receivables and payables for affiliates: |
||||
Short-term receivables |
20,840 million yen | |||
Short-term payables |
2,198 million yen | |||
Notes to Statement of Income |
||||
Transactions with affiliates |
||||
Amount of operating transactions |
||||
Sales |
61,304 million yen | |||
Purchases |
11,705 million yen | |||
Amount of non-operating transactions |
12,738 million yen |
- 25 -
Kind of shares | End of the previous term | Increase | Decrease | End of the present term | ||||||||||||||||||
Common shares |
144,008,760 shares | - | - | 144,008,760 shares | ||||||||||||||||||
Kind of shares |
End of the previous term | Increase | Decrease | End of the present term | ||||||||||||||||||||
Common shares |
296,994 shares | 10,929 shares | 442 shares | 307,481 shares | ||||||||||||||||||||
Total amount of | Dividend | ||||||||||||||||||||||||||||
dividends | per share | ||||||||||||||||||||||||||||
Resolution | Kind of shares | (millions of yen) | (yen) | Record date | Effective date | ||||||||||||||||||||||||
Ordinary general meeting of
shareholders held on June 29, 2006 |
Common shares | 5,461 | 38 | March 31, 2006 | June 30, 2006 | ||||||||||||||||||||||||
Board of Directors meeting held
on October 31, 2006 |
Common shares | 2,730 | 19 | September 30, 2006 | November 27, 2006 | ||||||||||||||||||||||||
Total amount of | Dividend | |||||||||||||||||||||||||||||||
dividends | per share | |||||||||||||||||||||||||||||||
Scheduled resolution | Kind of shares | Dividend resource | (millions of yen) | (yen) | Record date | Effective date | ||||||||||||||||||||||||||
Ordinary general
meeting of
shareholders
held on June 27, 2007 |
Common shares | Retained earnings | 7,904 | 55 | March 31,2007 | June 28, 2007 | ||||||||||||||||||||||||||
- 26 -
Short-term deferred tax assets |
||||||||
Accrued expenses |
1,676 | million yen | ||||||
Enterprise tax payable |
766 | million yen | ||||||
Inventories |
327 | million yen | ||||||
Other |
167 | million yen | ||||||
Net amount of short-term deferred tax assets |
2,936 | million yen | ||||||
Long-term deferred tax assets |
||||||||
Unrealized losses on securities |
2,521 | million yen | ||||||
Excess in depreciation |
1,238 | million yen | ||||||
Impairment of land |
623 | million yen | ||||||
Other |
411 | million yen | ||||||
Subtotal |
4,793 | million yen | ||||||
Allowance account |
(1,021 | ) | million yen | |||||
Total |
3,772 | million yen | ||||||
Long-term deferred tax liabilities |
||||||||
Difference in revaluation of securities |
(7,946 | ) | million yen | |||||
Advanced depreciation |
(719 | ) | million yen | |||||
Retirement and termination allowances |
(167 | ) | million yen | |||||
Total |
(8,832 | ) | million yen | |||||
Net amount of long-term deferred tax liabilities |
(5,060 | ) | million yen | |||||
Acquisition cost | Accumulated depreciation | Balance at end of the term | |||||||||||||||
Buildings |
157 | 151 | 6 | ||||||||||||||
Tools, furniture and fixtures |
23 | 10 | 13 | ||||||||||||||
Total |
180 | 161 | 19 | ||||||||||||||
Within one year |
13 | million yen | ||||
Over one year |
8 | million yen | ||||
Total |
21 | million yen |
Lease paid |
43 | million yen | ||||
Depreciation |
38 | million yen | ||||
Interest expense |
1 | million yen |
- 27 -
Attribute | Directors and their relatives | Companies which directors and their relatives own the majority of voting rights (including the subsidiaries of such companies) | |||||||||||
Corporate name
|
JTEKT Corporation | TOA Co., Ltd. | Maruwa, Ltd. | ||||||||||
Address
|
- | Okazaki City, Aichi Prefecture | Okazaki City, Aichi Prefecture | ||||||||||
Capital stock (millions of yen) |
- | 50 | 24 | ||||||||||
Principal business or position |
Director of the Company (Vice-president and Representative Director of JTEKT Corporation) |
Design, manufacture and distribution of automatic regulators |
Real estate business | ||||||||||
Owning and owned ratio of voting rights (%) |
Direct owning ratio: 0.0 Direct owned ratio: 0.1 |
Direct owned ratio: 0.0 | Direct owned ratio: 2.2 | ||||||||||
Relationship with affiliates |
Purchase of production equipment | Purchase of production equipment Concurrently serving as a director |
Advertising Concurrently serving as a director |
||||||||||
Principal transactions
|
Purchase of production
equipment (Note 1) |
Purchase of production equipment (Note 1) |
Advertising (Note 1) | ||||||||||
Transaction amount (millions of yen) (Note 2) |
14 | 129 | 2 | ||||||||||
Account title
|
Other accounts payable | Other accounts payable | - | ||||||||||
Balance at end of the term (millions of yen) (Note 2) |
1 | 6 | - | ||||||||||
(Note 1) | The terms of the transactions with JTEKT Corporation, TOA Co., Ltd. and Maruwa, Ltd. are the same as those other general transactions. | |||
(Note 2) | The above stated transaction amount do not include consumption tax, and that balance at end of the term includes consumption tax. |
- 28 -
Attribute | Subsidiaries | |||||||||||||||||||||
Corporate name | Makita Oy (Finland) | Makita U.S.A. Inc. | ||||||||||||||||||||
Owning and owned
ratio of voting rights (%) |
Indirect owning ratio: 100.0 |
Direct owning ratio: 100.0 | ||||||||||||||||||||
Relationship with affiliates |
Sales of products of the Company Concurrently serving as a director |
Debt guarantee Money loan Concurrently serving as a director |
||||||||||||||||||||
Principal transactions
|
Sales of electric power tools (Note 1) |
Debt guarantee (Note 2) | Money loan (Note 3) | Recovery of loan | ||||||||||||||||||
Transaction amount (millions of yen) (Note 4) |
8,357 | 5,903 | 4,714 | 11,788 | ||||||||||||||||||
Account title
|
Trade accounts receivable | - | - | - | ||||||||||||||||||
Balance at end of the
term (millions of yen) (Note 4) |
3,100 | - | - | - | ||||||||||||||||||
Attribute | Subsidiaries | |||||||||||||||||||||
Corporate name | Dolmar GmbH (Germany) | Makita (Australia)
Pty. Ltd. |
Makita Gulf FZE (UAE) | |||||||||||||||||||
Owning and owned ratio of voting rights (%) |
Direct owning ratio: 1.0 Indirect owning ratio: 99.0 |
Direct owning
ratio: 100.0 |
Direct owning
ratio: 100.0 |
|||||||||||||||||||
Relationship with affiliates |
Money loan Concurrently serving as a director |
Money loan Concurrently serving as a director |
Money loan Concurrently serving as a director |
|||||||||||||||||||
Principal transactions
|
Money loan (Note 3) | Recovery of loan | Recovery of loan | Money loan (Note 3) | ||||||||||||||||||
Transaction amount (millions of yen) (Note 4) |
4,550 | 3,338 | 3,791 | 2,575 | ||||||||||||||||||
Account title | Short-term loans receivable | Short-term loans receivable |
Short-term loans receivable |
|||||||||||||||||||
Balance at end of the
term (millions of yen) (Note 4) |
2,360 | 381 | 2,125 | |||||||||||||||||||
(Note 1) | For sales of electric power tools, the terms are decided the same for general transactions. | |||
(Note 2) | For Makita U.S.A. Inc., we have guaranteed liabilities up to 50 million US dollars. (No time limit) As of the end of the term, there are no loans from banks, and we have not received fees for guarantees. | |||
(Note 3) | Regarding money loan, we decide upon reasonable rates of interest, considering the prevailing market rate. We have not taken collateral. | |||
(Note 4) | Consumption tax is not included in the transaction amount and the balance at end of the term. |
- 29 -
Notes to Per Share Information |
||||
Net assets per share |
1571.55 yen | |||
Net income per share |
152.14 yen |
Address of head office: | 35 Ohoka Numazu City, Shizuoka Prefecture | |||
Capital stock: | 833.90 million yen (as of September 30, 2006) | |||
Principal business: | Manufacture and distribution of engines, machinery for agriculture, forestry and construction industries, vehicles for industrial use, machinery for golf courses and related parts, equipments for environmental sanitation, and instruments and parts for disaster prevention equipment | |||
Net sales: | 11,140 million yen (for the fiscal year ended March 31, 2006) |
- 30 -
- 31 -
- 32 -
A. | We confirm that the business report and the accompanying supplemental schedules present fairly the status of the Company in conformity with the applicable laws and regulations of Japan as well as the Articles of Incorporation of the Company. | ||
B. | We confirm that there are no fraudulent acts or material facts that violated the applicable laws and regulations of Japan or the Articles of Incorporation of the Company in the course of the performance of the duties of the Directors. | ||
C. | We confirm that the substance of the resolutions by the Board of Directors regarding establishment of Internal Control System is appropriate. We do not see anything to be pointed out on the performance of the Directors regarding the Internal Control System. |
- 33 -
- 34 -
Number of the | |||||||||||||
Candidate | Name | Brief personal background, title and position at the Company | Companys | ||||||||||
Number | (Date of birth) | and representative status in other companies | shares held | ||||||||||
1
|
Masahiko Goto (November 16, 1946) |
March 1971: Joined the Company
May 1984: Director, Manager of Corporate Planning Department
July 1987: Managing Director, General Manager of
Administration Headquarters
May 1989 up to the present: President and Representative
Director
|
1,975,543 | ||||||||||
2
|
Masami Tsuruta (December 26, 1942) |
June 1963: Joined the Company
April 1993: General Manager of Sales Planning Department
June 1995: Director, Assistant General Manager of Domestic
Sales Marketing Headquarters
June 1997: Director, General Manager of Domestic Sales
Marketing Headquarters
June 2003 up to the present: Managing Director, General
Manager of Domestic Sales Marketing Headquarters
|
16,722 | ||||||||||
3
|
Yasuhiko Kanzaki (July 9, 1946) |
March 1971: Joined the Company
April 1995: Director of Makita International Europe Ltd.
(incumbent)
June 1999: Director, Assistant General Manager of
International Sales Headquarters 1 of this Company
June 2003 up to the present: Director, General Manager of
International Sales Headquarters: Europe Area
|
11,869 | ||||||||||
- 35 -
Number of the | |||||||||||||
Candidate | Name | Brief personal background, title and position at the Company | Companys | ||||||||||
Number | (Date of birth) | and representative status in other companies | shares held | ||||||||||
4
|
Kenichiro Nakai (November 17, 1946) |
March 1969: Joined the Company
November 1994: Transferred to Makita (China) Co., Ltd.
October 2000: Assistant General Manager of Production
Headquarters of this Company
April 2001: General Manager of Personnel Department
June 2001 up to the present: Director, General Manager of
Administration Headquarters
|
12,200 | ||||||||||
5
|
Tadayoshi Torii (December 10, 1946) |
March 1964: Joined the Company
April 1998: General Manager of Production Department
(Assembly)
October 1998: General Manager of Production Department
June 2001: Director, General Manager of Quality Control
Headquarters
June 2003 up to the present: Director, General Manager of
Production Headquarters
|
13,300 | ||||||||||
6
|
Tomoyasu Kato (March 25, 1948) |
March 1970: Joined the Company
March 1999: General Manager of Standard and Technical
Administration Department
June 2001 up to the present: Director, General Manager of
Development and Engineering Headquarters
|
12,472 | ||||||||||
7
|
Kazuya Nakamura (April 13, 1948) |
March 1970: Joined the Company
April 1995: Manager of International Planning Department
June 1997: Transferred to Makita Singapore Pte. Ltd.
October 2000: General Manager of Asia and Oceania Sales
Department of this Company
June 2001: Director, General Manager of International Sales
Headquarters 2
June 2003 up to the present: Director, General Manager of
International Sales Headquarters: Asia and Oceania Area
|
7,800 | ||||||||||
8
|
Shiro Hori (February 24, 1948) |
March 1970: Joined the Company
March 1999: General Manager of Europe Sales Department
June 2003 up to the present: Director, General Manager of
International Sales Headquarters: America Area and
International Administration
|
9,100 | ||||||||||
9
|
Tadashi Asanuma (January 4, 1949) |
March 1967: Joined the Company
April 1994: Manager of Tokyo Branch Office
April 1995: Manager of Saitama Branch Office
April 2001: General Manager of Osaka Sales Department
June 2003 up to the present: Director, Assistant General
Manager of Domestic Sales Marketing Headquarters
|
5,300 | ||||||||||
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Number of the | |||||||||||||
Candidate | Name | Brief personal background, title and position at the Company | Companys | ||||||||||
Number | (Date of birth) | and representative status in other companies | shares held | ||||||||||
10
|
Hisayoshi Niwa (February 24, 1949) |
March 1972: Joined the Company
October 1991: Manager of E.D.P. System Department
October 1999: General Manager of Production Control
Department
June 2003: Director, General Manager of Quality Control
Headquarters
April 2005 up to the present: Director, General Manager of
Quality Headquarters
|
6,500 | ||||||||||
11
|
Zenji Mashiko (May 28, 1949) |
March 1968: Joined the Company
April 1994: Manager of Kyoto Branch Office
April 1995: Manager of Tokyo Branch Office
June 2003 up to the present: Director, Assistant General
Manager of Domestic Sales Marketing Headquarters
|
6,300 | ||||||||||
12
|
Toshio Hyuga (March 14, 1948) |
March 1966: Joined the Company
April 1992: Manager of Hyogo Branch Office
April 1994: Assistant General Manager of Sales
Administration Department
April 1995: Manager of Takamatsu Branch Office
October 1997 up to the present: Manager of Osaka Branch
Office
|
8,700 | ||||||||||
13
|
Shinichiro Tomita (January 11, 1951) |
March 1974: Joined the Company
October 2000: General Manager of Plant
Engineering-maintenance Department
October 2001: General Manager of Production Engineering
Department
September 2003 up to the present: Transferred to Makita
(China) Co., Ltd.
|
1,400 | ||||||||||
14
|
Tetsuhisa Kaneko (April 6, 1955) |
March 1981: Joined the Company
April 2004: General Manager of Technical Research Department
August 2005: General Manager of Production Department 2
October 2006 up to the present: General Manager of
Production Department 1
|
3,170 | ||||||||||
15
|
Motohiko Yokoyama (May 13, 1944) |
April 1967: Joined Toyoda Machine Works, Ltd.
June 1991: Director
June 1998: Managing Director
June 2000: Senior Managing Director
June 2004: President and Representative Director
June 2005: Outside Director of the Company (incumbent)
January 2006 up to the present: Vice-president and
Representative Director of JTEKT Corporation
|
- | ||||||||||
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Notes:
|
1. | Mr. Motohiko Yokoyama concurrently serves as a Vice President and Representative Director of JTEKT Corporation and the Company has transaction relationships with JTEKT Corporation including purchases and sales of machinery and equipment. There is no special interest between the above candidates except Mr. Motohiko Yokoyama and the Company. | ||||
2. | Mr. Motohiko Yokoyama is a candidate for Outside Director and will have been a Director for 2 years at the conclusion of this meeting. | |||||
3. | JTEKT Corporation, where Mr. Yokoyama concurrently serves as a Vice President and Representative Director, is a core company of Toyota Group which is a worlds leading corporate group. The Company proposes his appointment as Outside Director, considering that the Company will be able to receive his useful opinions from his broad perspective as top management of the above mentioned company. | |||||
4. | With respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company has entered into a liability limitation agreement with Mr. Yokoyama which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan. |
Name | Brief personal background, title and position at the Company | Number of the | ||||||||
(Date of birth) | and representative status in other companies | Companys shares held | ||||||||
Masafumi Nakamura (September 17, 1942) |
January 1969: Joined Deloitte, Plender, Haskins & Sells (currently
Deloitte Touche)
October 1975: Joined ITOH Audit Corporation (currently MISUZU
Audit Corporation)
May 1983: Started SAN-AI Audit Corporation, Representative Partner
April 2001: Merged with Deloitte Touche Tohmatsu, Representative
Partner
January 2006: Started Masafumi Nakamura Accountancy Firm,
Representative (incumbent)
April 2006: Associate Professor in Graduate School of Business at
Aichi Shukutoku University (incumbent)
June 2006: Outside Statutory Auditor of SUZUKEN CO.,LTD.
(incumbent)
|
- | ||||||||
Notes:
|
1. | There is no special interest between the above candidate and the Company. | ||||
2. | Mr. Masafumi Nakamura is a candidate for the Outside Statutory Auditor. | |||||
3. | The shares of the Company are listed on NASDAQ Stock Market in the United States, which requires preparation of financial statements in accordance with U.S. GAAP. | |||||
The Company proposes the appointment of Mr. Masafumi Nakamura as Outside Statutory Auditor, considering that the Company will be able to receive his useful opinions from his expertise as a certified public accountant and his experience at Deloitte, Plender, Haskins & Sells (currently Deloitte Touche), U.S. accounting firm. | ||||||
4. | Although Mr. Nakamura does not have experience directly involving corporate management, the Company considered that he will be able to execute the duties appropriately as Outside Statutory Auditor, with his extensive knowledge and expertise in corporate accounting. | |||||
5. | In case where Mr. Nakamura is appointed as Outside Statutory Auditor, with respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company will enter into a liability limitation agreement with Mr. Nakamura which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan. |
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Name | Brief personal background, title and position at the Company | Number of the | ||||||||
(Date of birth) | and representative status in other companies | Companys shares held | ||||||||
Masayoshi Ishikawa (May 22, 1936) |
March 1955: Joined the Hekikai Credit Bank
May 1988: Director
May 1997: Managing Director (Representative Director)
June 1999: Senior Managing Director (Representative Director)
June 2000: Head Director (Representative Director)
January 2005: Chairman (Representative Director)
June 2005 up to the present: Chairman (Director)
|
- | ||||||||
Notes:
|
1. | There is no special interest between the above candidate and the Company. | ||||
2. | The Hekikai Credit Bank, where Mr. Masayoshi Ishikawa concurrently serves as Chairman, is a financial institution which conducts its business in Aichi Prefecture with stable and sound management. The Company proposes his appointment as Supplementary Outside Statutory Auditor, considering that the Company will be able to receive his useful opinions from his top management perspective of the above mentioned company. | |||||
3. | In the case where Mr. Ishikawa is appointed as Outside Statutory Auditor, with respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company will enter into a liability limitation agreement with Mr. Ishikawa which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan. |
- 39 -