kuraray


News Releases

Announcement of scheduled changes in management structure and personnel
(for implementation in late June 2003)

Apr. 1, 2003
KURARAY CO., LTD.

The management of Kuraray herewith announces that the decision has been taken to implement changes to the Company's management structure and a reshuffle of management personnel, for implementation in late June of this year. These changes are aimed at establishing an up-to-date system of corporate governance suitable for Kuraray's status as a company operating on a global scale. By so doing, we hope to facilitate appropriate and flexible responses to fast-breaking developments in the business environment and ensure the Company's long-term success while preserving a harmonious relationship with society as a whole.
The scheduled changes will be implemented after the General Meeting of Shareholders in late June of 2003.

Changes to Company's Management Structure

1. Adoption of executive officer system

  • A. We intend to adopt an executive officer system to clarify the responsibilities of top-level management with respect to day-to-day operations. The system will have the following principal objectives.
    • (1)So as to strengthen corporate governance, the two spheres of management functions -- strategic decision-making and supervision on the one hand, and swift implementation of policies in day-to-day operations on the other -- will be clearly separated.
    • (2)The number of directors will be reduced, thereby facilitating speedy decision-making.
    • (3)The Company's management structure will be rendered easier to understand, and the various areas of responsibility be made more transparent, thereby more completely fulfilling the Company's overall responsibility to explain its activities to stakeholders, principally its shareholders and other investors.
  • B. Executive officers will be given supervisory authority over day-to-day operations at head office divisions, "in-house companies," and support divisions. They will be responsible for execution and profit-making, and will be appointed for periods of one year at a time. The appointment of each executive officer will be proposed by the president of the Company and approved by the Board of Directors.
  • C. Together with the introduction of the executive officer system, the maximum number of directors will be reduced from 30 at present to 10, while the term of office of directors will be shortened from two years at present to one year. The members of the Board of Directors will consist principally of the chairman and president of the Company, officers responsible for the supervision of more than one in-house company, and officers with responsibility for specialist matters with authority extending horizontally across a significant portion of the Company as a whole.

2. Strengthening of functions of corporate auditors

To enable corporate auditors to effectively audit the activities of the Company's top management and of the executive officers, the number of corporate auditors is to be increased by one to five. The additional corporate auditor will be an auditor who has not previously served as an employee or director of the Company.

3. Establishment of management advisory committee

A "management advisory committee" is to be set up to provide advice to the Company's president regarding management of the Kuraray Group for the rigorous application of compliance, a greater focus on the interest of shareholders, and improved management transparency.
Details regarding the advisory committee, including its composition and rules of operation (scope of matters for discussion, frequency of meetings, terms of office of members, etc.) are to be determined at a later date.

Candidates for Position of Director, Corporate Auditor and Executive Officer
(Effective after the General Meeting of Shareholders to be held in June)

1. Change of Directors

(1) Promotion
Managing Directors Katsumi Ohashi (currently director)
Tetsuzo Kimura (currently director)
Junsuke Tanaka (currently director)
(2) Retiring directors to assume the post of senior executive officer
Directors Satoru Mizushima
Seiji Wajiki
Nobusuke Takeuchi
Noriaki Yoshimura
(3) Retiring directors other than above
Managing Directors Masayuki Hayashi
(to assume the post of corporate counselor)
Akira Matsuzawa
(to assume the post of chairman of the Board of Corporate Auditors)
Director and Adviser Hisao Nakamura (to assume the post of advisor)
Directors Katsuhiko Kishi
(to assume the post of senior managing director of Kuraray Plastics Co., Ltd.)

2. Change of Corporate Auditors

(1) Candidate for position of corporate auditor
Corporate Auditor Akira Matsuzawa (currently managing director)
Toshimitsu Kitagawa (currently Professor of Law, Toa University)
(2) Retiring corporate auditor
Corporate Auditor Jun Inoue

3. Directors and Corporate Auditors

Chairman Hiroto Matsuo
President Yasuaki Wakui
Senior Managing Director Koichi Kushida
Managing Directors Masahiro Kaihara
Tsutomu Yabuta
Shobu Minatono
Katsumi Ohashi (promoted)
Tetsuzo Kimura (promoted)
Junsuke Tanaka (promoted)
Corporate Auditors Akira Matsuzawa (newly appointed)
Tatsuya Nakano
Kazuhide Kashiwabara
Ichiro Kobayashi
Toshimitsu Kitagawa (newly appointed)

4. New Post

(Current post as of April 1)
Senior Executive Officer: Satoru Mizushima
(Director and General Manager of Corporate Strategy and Planning Division)

Senior Executive Officer: Seiji Wajiki
(Director and General Manager of Okayama Plant)

Senior Executive Officer: Nobusuke Takeuchi
(Director and President of Fibers and Industrial Materials Company)

Senior Executive Officer: Noriaki Yoshimura
(Director and General Manager of Research and Development Division)

Senior Executive Officer: Osamu Asaba
(President of Clarino Company)

Senior Executive Officer: Nobuo Iwawaki
(General Manager of Corporate Management Division)

Executive Officer: Katsuji Shimoda
(General Manager of Nakajo Plant)

Executive Officer: Mitsuhiko Takaoka
(President of Fastening and Non-Woven Fabrics Company)

Executive Officer: Manabu Kusano
(General Manager of Kashima Plant)

Executive Officer: Hiroaki Yoshino
(President of Optical Products Company)

Executive Officer: Toshihide Sakai
(President of Poval Company)

Executive Officer: Susumu Gotanda
(President of Methacrylate Company)

Executive Officer: Yoichi Ninagawa
(President of Chemicals Company)

Executive Officer: Fumio Ito
(Manager of Personnel Department)

Executive Officer: Shiro Kataoka
(General Manager of Purchasing and Logistics Division)

Executive Officer: Noboru Yanagida
(President of Eval Company)

5. Brief History Description of Candidates for Corporate Auditors

Akira Matsuzawa (Born August 3, 1939)
Academic Background
March 1963 Bachelors Degree in Commerce and Management from Hitotsubashi University
Work Experience
April 1963 Joined the Company
June 1995 Appointed Director
June 2000 Appointed Managing Director
Toshimitsu Kitagawa (Born February 12, 1939)
Academic Background
March 1962 Bachelors Degree in Law (LL.B.) from Kyushu University
June 1971 Masters Degree in Law (LL.M.) from Harvard Law School
Work Experience
April 1962 Joined Toshiba Corporation
April 1991 Corporate Legal Counsel
December 1992 Resigned from Toshiba Corporation
January 1993 Professor of Law, Kyushu University
April 2002 Professor of Law, Toa University
June 2002 Attorney-at-Law (Araki & Tanabe Law Office)
April 2003 Professor of Law, Kansai University (to be appointed)