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Corporate Governance

1.Basic Policy for Corporate Governance

Nippon Chemi-Con pursues its best corporate governance and continues to tackle for the enrichment, in order to materialize the corporate philosophy.
Nippon Chemi-Con also works for enrichment of the corporate governance from viewpoints of sustainable growth and enhancement of medium- and long-term corporate values. To this objective, the company is ensuring fair and transparent decision-makings and bolstering dynamic management through swift and decisive decision-makings based on an effective use of the corporate resources.

2.Our Corporate Governance System

  • (a) Overview of our corporate governance system and reasons for introducing the system
    Nippon Chemi-Con is a company with a Audit & Supervisory Board. The company introduced an executive officer system in June 2014 in order to have a distinct separation between inspection and supervision of management and execution of operations. The company concurrently reduced the number of directors but appointed one outside director to strengthen the function of inspecting and supervising management. In June 2015, the number of outside directors was increased to two to reinforce the function.
    Our Audit & Supervisory Board comprises four members. The board audits decisions made by directors and operational executions carried out by executive officers, the business and financial positions of Nippon Chemi-Con and its subsidiaries in Japan and overseas. In addition to the statutory function of the Audit & Supervisory Board members, the company has established the Internal Audit Department (six members) that is specialized in internal audit. The Internal Audit Department carries out field audit of not only legal compliance but also the appropriateness of operational efficiencies and procedures.
    The new audit system of the company has allowed the Board of Directors to reinforce the function of inspecting and supervising management, in addition to the existing Audit & Supervisory Board and the internal audit section. The company believes that these audit systems will lead to establishing a corporate governance system that enables to perform proper inspection and supervision and increase the effectiveness.
  • (b) Details of the corporate organs
  • < Board of Directors >
    Nippon Chemi-Con's Board of Directors comprises six members. The Board of Directors with this small number has enabled to make swift decisions and appointed two independent outside directors who are disinterested in the company to reinforce the function of inspecting and supervising management. Furthermore, our Articles of Incorporation has limited the number of directors up to ten.
    Besides, under the presence of the four members of the Audit & Supervisory Board, the Board of Directors has steered meetings by proactively seeking opinions the Audit & Supervisory Board members concerning resolutions on legal matters and those stipulated in the Articles of Incorporation, and other important management subjects including situations of executing operations, in order to make reports and resolutions while ensuring objectiveness in discussion.
  • < Executive Officer System >
    Nippon Chemi-Con has introduced an executive officer system to make separation between the function of the Board of Directors' decision making in management and of directors' inspecting and supervising operations and the function of executive officers' executing operations. Executive officers swiftly execute operations based on decisions in management by executing matters determined by the Board of Directors.
  • < Audit & Supervisory Board and its members >
    The Audit & Supervisory Board inspects the state of the corporate governance, the steering situations, and daily activities in management including those performed by directors. Specifically, the Audit & Supervisory Board comprises two in-house standing statutory members and two outside members.
    Individual members of the Audit & Supervisory Board carry out examination, verification, etc. over the states of operational executions, management situations, etc. through mostly attending the Board of Directors' meetings and visiting business sites of Nippon Chemi-Con pursuant to the audit policies and plans determined by the Audit & Supervisory Board. Individual members also audit whether there is any infringement on the interest of shareholders and other stakeholders, including possible violation of law, ordinance, or the Articles of Incorporation.
    The Audit & Supervisory Board also makes separate opportunities to hear from executive officers and important employees and, in closer collaboration with accounting auditors, receive reports on the results of audit and steering situations in order to reinforce the audit function for the members of the Audit & Supervisory Board.
    Furthermore, the Audit & Supervisory Board is collaborating with accounting auditors by exchanging opinions every quarter with them on their audit reports and states of audit plans and executions, etc. and by holding an extraordinary meeting, if necessary, during the term.
    In this connection, since one standing member of the Audit & Supervisory Board, who has built the career within the company, and one outside member of the Audit & Supervisory Board has work experience of taking charge of finance and accounting, the two members have considerable knowledge in these fields.
  • < Executive Committee Meeting >
    Nippon Chemi-Con has established the Executive Committee Meeting for making swift decisions. The committee, which is the consultation organ on operational execution policies, holds weekly meetings, in principle, in order to examine important subjects in management. Decisions on particularly important subjects among those deliberated by the Executive Committee Meeting are determined by the Board of Directors.
  • < Nomination Advisory Committee >
    Nippon Chemi-Con has set up the Nomination Advisory Committee, an advisory organ to the Board of Directors. The committee aims to reinforce the independence and objectivity of the function concerning nomination of directors and executive officers. The Nomination Advisory Committee consult with other members about the content of a draft to be proposal to a General Meeting of Shareholders concerning selection and dismissal of directors and members of the Audit & Supervisory Board and the content of a draft to be proposed to the Board of Directors concerning selection and dismissal of executive officers. Such consultations are conducted prior to determination of such proposals in light of the “Standards for Selection of Directors and Executive Officers” and the “Standards for Selection of Members of the Audit & Supervisory Board” set by the company, the conclusions of which are recommended to the Board of Directors.
  • < Compensation Advisory Committee >
    Nippon Chemi-Con has set up the Compensation Advisory Committee, an advisory organ to the Board of Directors. The committee aims to reinforce the independence and objectivity of the function concerning decision-makings on compensation of directors and executive officers. The Compensation Advisory Committee consult with other members about matters concerning compensation of directors and executive officers and expenses opinions and advice to the Board of Directors. Such consultations are conducted after the committee considers the business scale and levels of compensation of employees of the company, and decent third party’s study conducted periodically on compensation of corporate management, etc. in addition to levels of compensation of other competitors, socio-economic conditions, etc.
  • < Status of Accounting Auditing >
    Ernst & Young ShinNihon LLC is retained as Nippon Chemi-Con's accounting auditor for Nippon Chemi-Con to receive accounting auditing as required by the Corporate Law and auditing as required by the Financial Instruments and Exchange Law in a fair and independent manner. There are no special interests between Nippon Chemi-Con and this firm, as well as its assigned employees.
    The following states the name of the certified public accountants that have provided auditing services and the number of assistant for auditing in the current period.
    Certified public accountants who have provided auditing services
    Kazumi Okamoto, Syotaro Shimafuji
    Assistants for auditing
    Five CPAs and seventeen others
    Note: others include CPA candidates, those who passed the Certified Public Accountant Examination, and those in charge of system auditing
  • (c) Basic Concept of Internal Control Systems
    Nippon Chemi-Con recognizes that it is essential to enforce thoroughgoing compliance and control risks to continuously enhance corporate value. Pursuant to basic policies for implementation of internal control systems, Nippon Chemi-Con proceeds with the measures to enhance risk management systems and compliance systems, as well as other various measures from the standpoints described below.
    • System to ensure that the execution of duties by directors and employees of the company and its subsidiaries shall comply with the law and the Articles of Incorporation
    • System to store and manage information related to execution of directors' duties
    • Rules and other systems regarding the management of risks for losses that may be incurred by the company and its subsidiaries
    • System to ensure efficient execution of duties by directors of the company and its subsidiaries
    • System to ensure the appropriateness of business operations of the corporate group consisting of Nippon Chemi-Con and its subsidiaries and the system requiring that matters concerning execution of duties by directors of the subsidiaries be reported to Nippon Chemi-Con
    • Matters related to employees of whom was requested by the Audit & Supervisory Board member for assisting its duties, matters related to the independence of such employee from directors , and matters related to ensuring the effectiveness of instructions to such employees
    • System for directors and employees of Nippon Chemi-Con and its subsidiaries and auditors of the subsidiaries to make a report to the Audit & Supervisory Board members of Nippon Chemi-Con, and system for others to make a report to the Audit & Supervisory Board members
    • System that ensures no unfavorable treatment to a person because of the report the person made to the Audit & Supervisory Board members
    • Matters related to principles of treatment concerning advance payment of expenses or debt redemption procedures arising from the Audit & Supervisory Board members’ execution of duties, and other expenses or debts arising from the Audit & Supervisory Board members’ execution of duties
    • Other systems to ensure the effectiveness of the Audit & Supervisory Board members’ performances on audits
  • The "Internal Audit Department" which is controlled directly by the president is implementing internal control systems over financial reporting as stated in the Financial Instruments and Exchange Law.
  • (d) Implementation of Risk Management System
    Nippon Chemi-Con declared the "Basic Policy for Risk Management" to all of its employees as top management policies, aiming to eliminate various factors which hamper the company's business activities and realization of its corporate philosophy.
    Based on this "Basic Policy for Risk Management", the company has laid down the "Basic Regulations for Risk Management" and established Risk Management Committee chaired by the risk management officer who is responsible for the risk management systems.
    In addition, based on the "Basic Regulations for Risk Management", the company has established "Risk Management Regulations" and its subordinate rules as well as manuals, in order to prepare the system for emergency situations. As a part of the risk management systems, the company is going ahead with its approach to information security and environment.
    For information security, the company manages information in accordance with "Basic Policy Regarding Information Security ", "Information Security Basic Regulations" and its subordinate regulations as well as manuals, in order to protect personal information, customer information and other information assets. In particular, the Information Security Committee appoints the chief information security officer and information security officer in each division to clarify responsibility of information management, takes physical measures, and raises all employees' awareness through educational activities.
    For environment, the company has formulated "Environmental Policy", which is a code of conduct for its environmental management, expressing its basic philosophy regarding environment. In accordance with "Basic Regulations for Environment Management", the company has set up the Environmental Committee chaired by the chief environmental management officer to thoroughly boost environmental awareness of all employees, and to control group-wide environmental conservation activities.
  • (e) Compliance
    Nippon Chemi-Con stands on the basis that corporate social responsibility is not only to pursue appropriate profits but also to contribute broadly to society through fair, transparent and free business transactions. Based on this recognition, the company ensures that every corporate activity is based on compliance with the law by repeatedly conveying the spirit of "Nippon Chemi-Con Group Charter of Corporate Behavior" to the company's officers and all employees by the president.
    The company is also proceeding with the implementation of compliance systems for thorough adherence to "Nippon Chemi-Con Group Business Conduct Guidelines", which provides routine mind-sets the company should keep in mind.
    In concrete terms, the company appoints the chief compliance officer who controls the compliance systems, and the Compliance Committee chaired by the chief compliance officer is promoting concrete measures for the penetration and firm establishment of compliance awareness. In addition, the company has implemented compliance education of employees by rank to improve their awareness of compliance.
    In an effort to eliminate antisocial forces, the company has specified in "Nippon Chemi-Con Group Business Conduct Guidelines" that the company do not support any activities by any nations' antisocial forces or groups and take a resolute stance on these activities, and keep all employees informed of it.
    As well as trying to collect information from outside specialized agencies including the police on a regular basis, the company has built a system to take prompt action in cooperation with outside specialized agencies if such cases occur.
  • (f) Situations of internal audit
    Nippon Chemi-Con has established the Internal Audit Department (six members), the internal audit section under direct control of the president.
    • < Relevance of operational audit >
      The Internal Audit Department strives for reinforcing the function of inspecting daily operations in general, including transactions during the accounting period. The Internal Audit Department performs periodical internal audits of control and administrative systems for operating activities in general and makes pieces of specific advice and proposal aiming at operational improvement and complete compliance.
      The Internal Audit Department also constantly communicates and coordinates with the Audit & Supervisory Board members for mutually effective inspection. Specifically, the Internal Audit Department members attend hearings from department managers held by the Audit & Supervisory Board, carries out visiting audit of business sites jointly with the Audit & Supervisory Board, and holds meetings mainly to exchange opinions with the Audit & Supervisory Board (explanation and interpretation on audit related information and exchange of opinions). Furthermore, the Internal Audit Department strives for collaboration with accounting auditors.
      Specifically, the Internal Audit Department members attend meetings in which accounting auditors make reports to the Audit & Supervisory Board, and witness term-end inventory audits, etc. carried out by accounting auditors.
    • < Relevance of internal control audit >
      The Internal Audit Department audits operations that have impact on financial statements.
      The office members also attend periodical meetings held by the Audit & Supervisory Board to raise issues and exchange opinions.
      In addition, the Internal Audit Department strives for enhancing valuation methods, etc. in collaboration with accounting auditors.

3.Function that outside directors and Audit & Supervisory Board members perform in the corporate governance of Nippon Chemi-Con and collaborative relation with other organs

  • [ Outside director ]
    Nippon Chemi-Con believes that on the basis of his different business career and deep views and rich experience in his expertise, the outside director would present his unique opinions in discussion and reporting on agenda at the Board of Directors' meetings, which will contribute to strengthening the corporate governance including the Board of Directors' appropriate decision making.
    The outside director will also inspect and supervise operational executions for appropriateness by, for example, visiting our business sites.
    Furthermore, the outside director will, as required, collaborate with the Audit & Supervisory Board members and the internal audit section.
  • [ Outside members of Audit & Supervisory Board ]
    Outside members of the Audit & Supervisory Board, who have rich experience and knowledge in areas different from the business fields of Nippon Chemi-Con, have performed the function of giving pieces of broad-perspective advice, etc. on management in general from an outsider's viewpoint, besides auditing executions of operations for legal conformity. Such outside members' collaboration with in-house members of the Audit & Supervisory Board and accounting auditors is as described (b) and (f) Situations of internal audit, in Section 2, Our Corporate Governance System.

4.Overview of personnel relation between Nippon Chemi-Con and outside directors and outside members of the Audit & Supervisory Board, capital relation, trade relation, and other relation of interest

Nippon Chemi-Con's outside officers comprise two outside directors (Mr. Hideaki Takahashi and Mr. Kinya Kawakami) and two outside members of the Audit & Supervisory Board (Mr. Toyoji Aida and Mr. Fumio Morita).

  • [ Mr. Hideaki Takahashi ]
    Although Mr. Takahashi has no experience of involving himself in corporate management prior to assuming office as director, he has expertise on materials for capacitors, which is the area that Nippon Chemi-Con is involved in business, and embraces broad knowledge and experience with long-standing career of university professor. Nippon Chemi-Con believes that he can perform his duties adequately as outside director.
    Besides, Nippon Chemi-Con has no particular interest with Mr. Takahashi. In this connection, Nippon Chemi-Con has made contributions to Hokkaido University at which Mr. Takahashi was professor. However, the annual amount of such contributions was from a half to about one million yen. It is not large compared with amounts of contributions to other universities, etc. At present Mr. Takahashi is honorary professor at Hokkaido University. Nine years has passed since he retired the post of professor at the university. Mr. Takahashi has no other attributions, etc. that may raise doubt about his independence from the management of Nippon Chemi-Con.
    Nippon Chemi-Con has thus concluded that Mr. Takahashi can perform his duties adequately as outside director from a position independent from the management of Nippon Chemi-Con.
    Nippon Chemi-Con has also reported to Tokyo Stock Exchange that Mr. Takahashi is an independent officer.
  • [ Mr. Kinya Kawakami ]
    Since Mr. Kawakami has involved himself in broad range of corporate management areas including the procurement, research and CSR departments of The Yokohama Rubber Co., Ltd., he embraces rich experience and insight. Nippon Chemi-Con thus believes that he can perform his duties adequately as outside director. In addition, Nippon Chemi-Con has no business transactions with The Yokohama Rubber group. Besides, Mr. Kawakami has no other attributions, etc. that may raise doubt about his independence from the management of Nippon Chemi-Con.
    Nippon Chemi-Con has thus concluded that Mr. Kawakami can perform his duties adequately as outside director from a position independent from the management of Nippon Chemi-Con.
    Nippon Chemi-Con has also reported to Tokyo Stock Exchange that Mr. Kawakami is an independent officer.
  • [ Mr. Toyoji Aida ]
    After having experience mainly in purchase operation at the Hitachi group, Mr. Aida assumed office as director and managing executive officer of Clarion Co., Ltd. Nippon Chemi-Con has thus concluded that, with his rich experience and insight, he can audit our business from an objective standpoint.
    The Nippon Chemi-Con group sells products to the Hitachi group. The ratio of those sales to consolidated sales of Nippon Chemi-Con accounts for about 2%. Nippon Chemi-Con also sells products to the Clarion group. The ratio of those sales to our consolidated sales accounts for about 0.2%.
    Mr. Aida has already retired from Hitachi, Ltd. and Clarion Co., Ltd. Besides, Mr. Aida has no attributions, etc. that may raise doubt about his independence from the management of Nippon Chemi-Con. Nippon Chemi-Con has thus concluded that Mr. Aida can perform his duties adequately as an outside member of the Audit & Supervisory Board from a standpoint independent from the management of Nippon Chemi-Con. In this connection, Nippon Chemi-Con has reported to Tokyo Stock Exchange that Mr. Aida is an independent officer.
  • [ Mr. Fumio Morita ]
    After serving mainly in accounting at The Yokohama Rubber Co., Ltd., Mr. Morita assumed office as director of The Yokohama Rubber and involved in broad areas of corporate management including accounting, audit, and CSR, which have led to enrichment of his work experiences in finance and accumulated considerable knowledge of audit and accounting. Nippon Chemi-Con believes that Mr. Morita will be able to audit our administration from an objective viewpoint based on his rich work experience and knowledge of finance and accounting.
    In addition, Nippon Chemi-Con has had no transactions with The Yokohama Rubber group. Besides, Mr. Morita has no attributes or the like that our management may question his independence.
    Accordingly, Nippon Chemi-Con believes that Mr. Morita will be able to fully perform his duties from the standpoint of an outside member of the Audit & Supervisory Board.
    In this connection, Nippon Chemi-Con has reported to Tokyo Stock Exchange that Mr. Morita is an independent officer.

5. Criteria for appointment of outside officers that ensure independence from Nippon Chemi-Con

As stated below, Nippon Chemi-Con has defined the criteria for appointment of outside officers that ensures independence from the company.

  • (a) An outside officer of the company (Note 1) is eligible for an independent outside officer (hereafter called an "independent officer") if that outside officer does not fall on any of the following persons and is independent from the management of Nippon Chemi-Con.
    • (1) Person who executes business of Nippon Chemi-Con, subsidiary, or affiliate (hereafter collectively called the "Nippon Chemi-Con group") (Note 2);
    • (2) Person whose major trading partner is the Nippon Chemi-Con group (Note 3) or person who executes business of the former;
    • (3) Major trading partner of the Nippon Chemi-Con group (Note 4) or person who executes business of the trading partner;
    • (4) Major shareholder of the company (person who directly or indirectly holds a 10 percent share or more of the total voting rights of the company) or person who executes business of the major shareholder;
    • (5) Person who executes the business of a party in which the Nippon Chemi-Con group is a major investor (who directly or indirectly holds a 10% share or more of the total voting rights of the party);
    • (6) Consultant who receives a large sum of money or an asset, except remuneration to officer, from the Nippon Chemi-Con group; or expert in accounting including certified public account; or expert in law including lawyer (in the case of the party who receives such asset is a body including juristic person or union, the party means a person who is a member of the body.) (Note 5);
    • (7) Person who is a member of the audit corporation that carries out statutory audit of Nippon Chemi- Con;
    • (8) Trustee of an organization that receives more than a certain amount of contribution or subsidy from the Nippon Chemi-Con group (Note 6), or person who executes business of such organization;
    • (9) Person who once fell on a person stated in item (1) above, or person who fell on a person within the last three years who is provided for in items (2) to (8) above;
    • (10) Close relative or person to a person listed below (Note):
      • a Person who is listed in items (2) to (8) above (limited to a "principal person who executes business" in the case of a "person who executes business" listed in items (2) to (5) (Note 8); or, in the case of "person who is a member of the body" in item (6) above, a qualified expert including certified public accountant or lawyer in the case that the principal person who executes business or the body is an professional body in accounting or law, including audit corporation or law office; or a qualified expert, including principal person who executes business of a certified public accountant, in the case of "person who is a member of the audit corporation" stated in item (7) above;
      • b Principal person who executes business of the Nippon Chemi-Con group; or
      • c Person who fell on a person stated in item b above within the past three years.
  • (b) Besides the requirements stated in the preceding items, the eligibility for an independent officer of the company requires the condition that the independent officer is unlikely to have no constant and substantial conflict of interest with the whole of the common shareholders of the company.
  • (c) An independent officer must strive for maintaining its independency defined in these criteria until the officer retires from the company. If an independent officer became unable to maintain its independency defined in these criteria, the officer is required to make an immediate report to the company.
    • Note 1:
      The outside officer means to be an outside director as provided for in Article 2-15 of the Companies Act or an outside Audit & Supervisory Board member as provided for in Article 2-16 of the Companies Act.
    • Note 2:
      Person who executes business means a person who executes business as provided for in Article 2, paragraph 2, item 6 of the Ordinance for Enforcement of the Companies Act.
    • Note 3:
      Major trading partner of the Nippon Chemi-Con group means a party falling on any of the following parties.
      • (1) Trading group that provides products or service for the Nippon Chemi-Con group (member of a consolidated companies that has direct transactions with the Nippon Chemi-Con group, hereafter applied in the same meaning) and whose amount of transactions with the Nippon Chemi-Con group in the nearest preceding business year exceeds one hundred million yen or whose amount of sales exceeds 2% of the consolidated sales of the trading group, whichever is the larger.
      • (2) Trading group to which the Nippon Chime-Con group is indebted and the total debts of the Nippon Chemi-Con group to the trading group as of the end of the nearest preceding business year exceed one hundred million yen or 2% of the consolidated total assets of the trading group, whichever is the larger.
    • Note 4:
      Major trading partner of the Nippon Chemi-Con group means any of the following parties.
      • (1) Trading partner group for which the Nippon Chemi-Con group provides products or service and the amount of transactions of the Nippon Chemi-Con group with the trading group exceeds four billion yen or the sales of the Nippon Chemi-Con group to the trading partner exceeds 4% of its consolidated sales, in the nearest proceeding business year, whichever is the larger
      • (2) Trading partner group who is indebted to the Nippon Chemi-Con group and whose total debts to the Nippon Chemi-Con group exceed one hundred million yen or 2% of consolidated total assets of the Nippon Chemi-Con group, at the end of the nearest preceding business year, whichever is the larger
      • (3) Financial institution group from which the Nippon Chemi-Con group has borrowings (company that is a consolidated group member that has provided such direct borrowings) and the amount of the Nippon Chemi-Con group's total borrowings from the financial institution exceeds 2% of the consolidated total assets of the Nippon Chemi-Con group at the end of the nearest preceding business year
    • Note 5:
      "Expert in accounting or law", including consultant or certified public accountant or lawyer, who receives a large amount of money or asset, except remuneration to officer, from the Nippon Chemi-Con group means a person who receives an amount of money or asset, except remuneration to officer, that exceeds ten million yen in the nearest preceding business year
    • Note 6:
      "Organization" that has received more than a certain amount of contribution or subsidy from the Nippon Chemi-Con group means a body who has received more than ten million yen of contribution or subsidy per year on average for the past three years
    • Note 7:
      "Close relative or person" means a spouse, or a relative within the second degree of relationship, or an interested party who shares the livelihood
    • Note 8:
      "Principal person who executes business" means a director (except outside director), or a person who execute principal operation including a person responsible for a department
    • (Note)
      In the case of an individual, "business year" mentioned above shall be interpreted as a year subject to income tax calculation.

6. Contract for limitation of liability with outside director or outside member of the Audit & Supervisory Board

Nippon Chemi-Con has concluded a contract, which limits compensation for damage that is provided for in Article 423 (1) of the Companies Act, with each of the outside officers pursuant to Article 427 (1) of the Companies Act so that the outside directors and outside members of the Audit & Supervisory Board can perform their expected roles adequately. The amount of limit of liability for damage compensation under such contract is limited to a sum stipulated in law.

7. The appointment of directors

Nippon Chemi-Con's Articles of Incorporation stipulates that resolution for the appointment of directors requires attendance by shareholders with more than one-third of the voting rights of shareholders able to exercise voting rights, and is adopted by a majority of voting rights, and not the cumulative number of votes.

8. Requirements for Special Resolution of General Meeting of Shareholders

Nippon Chemi-Con's Articles of Incorporation stipulate that a special resolution of General Meeting of Shareholders, as specified in Article 309, Paragraph 2 of the Corporate Law, shall be passed in a meeting attended by shareholders with more than one-third of the voting rights of shareholders able to exercise voting rights, and shall be passed by two-thirds of the voting rights represented. The objective of moderating the stipulation of resolution by a quorum is to allow for flexible operation of General Meeting of Shareholders.

9. Items for Resolution by General Meeting of Shareholders that May Be Resolved by the Board of Directors

  • a. Under the provisions of the Articles of Incorporation and pursuant to Article 165, Paragraph 2 of the Japanese Corporate Law, Nippon Chemi-Con may, in pursuit of conducting capital policies expeditiously, acquire its own shares through market transactions and other methods through the resolution of the Board of Directors,
  • b. Under the provisions of the Articles of Incorporation, pursuant to Article 454, Paragraph 5 of the Japanese Corporate Law, Nippon Chemi-Con may, through the resolution of the Board of Directors, pay an interim dividend to allow an expeditious distribution of profits to shareholders.