Global Brother Investor Information Policy toward Large-scale Purchases of Brother Shares

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Policy toward Large-scale Purchases of Brother Shares

Policy Toward Large-scale Purchases of Brother Shares were made with approval made by shareholders at the 120th ordinary general shareholders meeting held on June 26, 2012.Necessary revisions to this policy were made with approval made by shareholders at the 123rd ordinary general shareholders meeting held on June 23, 2015 (the "Current Policy"). For details of the Current Policy, please see description below.

Detail of the Policy toward Large-scale Purchases of Brother Shares

1. Basic Philosophy

The Brother Group recorded 80% or more of its sales in the market outside Japan, having manufacturing facilities and sales facilities in 40 or more various countries and areas abroad, with more than 30,000 employees on a consolidated basis (as of April, 2015). The corporate value of Brother is largely based on the faithful relationship between business partners in those countries and areas in which the Brother Group is conducting its business and on morals of the employees of the Brother Group.

The Brother Group is conducting business activities, with efforts to embody its customer-first corporate culture "At your side." in all the stages of our operations, including product planning, development, design, manufacturing, sales and services. Our goal is to ensure the perception that Brother is a "trustworthy brand" among our customers all over the world. To achieve it, Brother has built its unique management system "Brother Value Chain Management" as a core of our management. With the continuous efforts to improve it, we will work to swiftly provide the values that customers demand.

Under these circumstances, the Board of Directors believes that Brother shareholders should make the final decisions as to whether or not a Large-scale Purchase (defined in 2(2) below) is acceptable, taking into account the business management policy and implementation thereof under the current management of Brother. At the same time, the Board of Directors believes that shareholders should be provided with necessary and sufficient information, through the Board of Directors, in order to make appropriate decisions as to whether or not a Large-scale Purchase is acceptable, such information as the conditions of the Large-scale Purchase, the influence of the Large-scale Purchase affecting Brother's corporate value or any alternative plan.

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2. Details of Policy

(1) The Purpose of the Policy
The purpose of the Policy is to assure and enhance the corporate value of Brother or furthermore the common interests of its shareholders by ensuring the necessary information to Brother shareholders for their proper judgment of whether or not to accept the Large-scale Purchases as well as ensuring the opportunities to the Board of Directors to evaluate, review, negotiate on, form opinions on and propose any alternative plans for the Large-scale Purchases.
(2) The Scope of a Large-scale Purchase
A Large-scale Purchase that is subject to the Policy is (i) a purchase of Brother shares and other securities*1 by a specific group of shareholders*2 with the intent to hold 20% or more of the total voting rights*3 of Brother, or (ii) a purchase of Brother shares and other securities resulting in a specific group of shareholders holding 20% or more of the total voting rights of Brother (the purchases set out in (i) or (ii) above are not limited to any specific type of purchase, such as a purchase to be made on the market or a purchase by a tender offer; the purchases set out in (i) or (ii) above do not include the purchases to which Brother's Board of Directors has given consent in advance).
  • *1: Shares and other securities as defined in Paragraph 1, Article 27-23 of the Financial Instruments and Exchange Law. In the case the relevant statutes or regulations are amended, etc., the above description shall be adjusted properly so that it shall have an appropriate meaning.
  • *2: A specific group of shareholders shall mean any of the following:

    (i)   a holder (including a person deemed as a holder pursuant to Paragraph 3, Article 27-23 of the Financial Instruments and Exchange Law; hereinafter the same) of shares and other securities of Brother (defined in Paragraph 1, Article 27-23 of the Financial Instruments and Exchange Law) and any joint holders (defined in Paragraph 5, Article 27-23 of the Financial Instruments and Exchange Law, including a person deemed as a joint holder pursuant to Paragraph 6 thereof; hereinafter the same), or

    (ii)  a person or a company who makes a purchase (defined in Paragraph 1, Article 27-2 of the Financial Instruments and Exchange Law, including a purchase made on a financial instruments exchange market) of shares and other securities of Brother (defined in Paragraph 1, Article 27-2 of the Financial Instruments and Exchange Law) and any specially related parties (defined in Paragraph 7, Article 27-2 of the Financial Instruments and Exchange Law; hereinafter the same).
    In the case the relevant statutes or regulations are amended, etc., the above description shall be adjusted properly so that it shall have an appropriate meaning.

  • *3: The ratio of the total voting rights shall mean:

    (i)  in the case of note 2(i) above, the shareholding ratio (defined in Paragraph 4, Article 27-23 of the Financial Instruments and Exchange Law) of the holder (taking into account the number of shares (defined in the said Paragraph) held by any joint holders) or

    (ii) in the case of note 2(ii) above, the sum of the shareholding ratio (defined in Paragraph 8, Article 27-2 of the Financial Instruments and Exchange Law) of the purchaser and its specially related parties.
    In calculating the voting rights ratio, the annual report, the quarterly report or the treasury stock purchase report of Brother, whichever is submitted to the authorities most recently, may be referred to in deciding the total number of voting rights (defined in Paragraph 8, Article 27-2 of the Financial Instruments and Exchange Law) or total number of issued shares (defined in Paragraph 4, Article 27-23 of the Financial Instruments and Exchange Law).
    In the case the relevant statutes or regulations are amended, etc., the above description shall be adjusted properly so that it shall have an appropriate meaning.

(3) Large-scale Purchase Rules
Brother's Board of Directors believes that a Large-scale Purchaser should comply with the rules relating to the Large-scale Purchase of Brother shares (the "Large-scale Purchase Rules") for the common interest of shareholders of Brother, whereby Brother shareholders would be provided with an opportunity to receive necessary information about the Large-scale Purchase and any alternative plans. The Large-scale Purchase Rules require that (i) a Large-scale Purchaser provide sufficient information to the Board of Directors before the commencement of the Large-scale Purchase, and (ii) a Large-scale Purchaser be permitted to commence the Large-scale Purchase only after the prescribed period has elapsed during which the Board of Directors assesses the provided information. The details of the Large-scale Purchase Rules are as prescribed in the following paragraphs.
(i)  Submission of Intention Letter
First, when a Large-scale Purchaser intends to commence a Large-scale Purchase, such Large-scale Purchaser is required to submit to Brother a letter of intention to comply with the Large-scale Purchase Rules (the "Intention Letter"). In the Intention Letter, the name of the Large-scale Purchaser, address, governing law of incorporation, the name of the representative, contact details in Japan and an outline of the proposed Large-scale Purchase should be specified.
(ii)  Provision of Information
Second, the Large-scale Purchaser is required to provide Brother's Board of Directors with necessary and sufficient information (the "Large-scale Purchase Information") so that the company's shareholders may make decisions and the Board of Directors may form its opinion regarding such Large-scale Purchase (including proposals of alternative plans). The Large-scale Purchase Information includes the following; provided, however, that Brother's Board of Directors will, upon consulting the Independent Advisory Committee and giving maximum respect to its advice and recommendation, prepare a list of the Large-scale Purchase Information to be initially provided by the Large-scale Purchaser:
  1. an outline of the Large-scale Purchaser and its group;
  2. the purposes and conditions of the Large-scale Purchase;
  3. the basis for determination of the purchase price and funds for purchase; and
  4. management policies and business plans which the Large-scale Purchaser intends to adopt after the completion of the Large-scale Purchase.
In order for the Large-scale Purchaser to provide the Large-scale Purchase Information, the Board of Directors will, within five business days after receipt of the Intention Letter, deliver to the Large-scale Purchaser the list of the Large-scale Purchase Information to be initially provided by the Large-scale Purchaser. If the information initially provided by the Large-scale Purchaser is reasonably deemed insufficient as Large-scale Purchase Information, the Board of Directors may, upon consulting the Independent Advisory Committee and giving maximum respect to its advice and recommendation, require additional information within sixty days after receipt of the Intention Letter by the Board of Directors (the "Request Period for Information Provision"). The Board of Directors will disclose all or part of the Large-scale Purchase Information submitted to the Board of Directors at the time it deems appropriate, if such disclosure is considered necessary for shareholders to make decisions.
(iii)  Assessment Period
The Large-scale Purchaser may commence the Large-scale Purchase only after the Assessment Period (as defined below) has elapsed.
After Brother's Board of Directors delivers to the Large-scale Purchaser a letter certifying that all the Large-scale Purchase Information is provided or the expiration date of the Request Period for Information Provision, the Board of Directors should be allowed a maximum of sixty days (in the case of the purchase of all Brother shares by a tender offer with cash-only (yen) consideration) or a maximum of ninety days (in the case of any other Large-scale Purchase), depending on the difficulty level of assessment, as the period during which it will assess, examine, negotiate, form an opinion and seek alternatives (the "Assessment Period"). The Board of Directors will thoroughly examine and assess the provided Large-scale Purchase Information during the Assessment Period, and upon consulting the Independent Advisory Committee and giving maximum respect to its advice and recommendation, will form and disclose its opinion. The Board of Directors may negotiate with the Large-scale Purchaser in order to improve the terms of the proposed Large-scale Purchase or it may offer alternative plans to shareholders, as necessary.
If the Board of Directors of Brother has determined, as a result of its examination and negotiation, that the Large-scale Purchase will maximize the corporate value of Brother or furthermore the common interests of its shareholders, the Board of Directors of Brother shall promptly end the Assessment Period and disclose such.
(4) Independent Advisory Committee
In order to assure the appropriateness of the operations of the Board of Directors with respect to the Large-scale Purchase Rules, and to further secure the fairness and transparency of the decision making by the Board of Directors upon the Large-scale Purchase, the Independent Advisory Committee will be established.
In the Large-scale Purchase Rules, matters concerning the implementation of the countermeasure are set forth in section (5) described hereafter, and when such countermeasure is implemented or other important decisions are made by the Board of Directors related to the operation of the Large-scale Purchase Rules, the Board of Directors shall, in principle, consult with the Independent Advisory Committee and give maximum respect to its advice and recommendation. Details of the Independent Advisory Committee are as provided in Attachment. The details of the Independent Advisory Committee may be amended by a resolution of Brother's Board of Directors to the reasonable extent that the amendment is consistent with the intent of further securing the fairness and transparency of the decision making by the Board of Directors.
(5) Actions to be Taken When the Large-scale Purchases are Conducted
If a Large-scale Purchaser does not comply with the Large-scale Purchase Rules, Brother's Board of Directors may, upon consulting the Independent Advisory Committee and giving maximum respect to its advice and recommendation, make a gratis allotment of stock acquisition rights to all its existing shareholders as a countermeasure against the Large-scale Purchaser to protect the corporate value of Brother or furthermore the common interests of its shareholders.
Brother may, upon the gratis allotment of the stock acquisition rights, determine the conditions and other matters of the stock acquisition rights in consideration of the effectiveness thereof as a countermeasure, including conditions of (a) not allowing the exercise of stock acquisition rights by a person or a company belonging to a specific group of shareholders holding a specific percentage of the total voting rights or (b) attaching a call option (shutoku-joko) which allows Brother to only acquire the stock acquisition rights held by the shareholders not belonging to a specific group of shareholders when acquiring only a part of the stock acquisition rights.
If a Large-scale Purchaser complies with the Large-scale Purchase Rules, the Board of Directors will not prevent the Large-scale Purchase at its sole discretion without the will of the shareholders, unless it is clear that such Large-scale Purchase will cause irreparable damage or loss to the corporate value of Brother or furthermore the common interests of its shareholders.
Brother considers acts such as (i) to (v) below as cases where it is obvious that Large-scale Purchase will cause irreparable damage or loss to the corporate value of Brother or furthermore the common interests of its shareholders.
  1. To buy up Brother shares and demand Brother to buy such shares at a high price;
  2. To control Brother temporarily, and to conduct its business in a way to realize the interests of the Large-scale Purchaser at the sacrifice of Brother such as to acquire important assets and other things of Brother at an extraordinary low price;
  3. To use the assets of Brother as security for debts or as resource for payments of the Large-scale Purchaser or its group companies, etc.;
  4. To control Brother temporarily and to cause Brother to dispose of the expensive assets and other things that are not, at the moment, concerned with Brother business, and to cause Brother to pay out high dividends temporarily with such disposal credits or aim to sell Brother shares at the highest price upon rapid uplift of share price due to the temporary high dividends;
  5. A way of purchase, such as high-handed two step purchase (which is a way to sell and purchase shares by tender offer, etc. in two steps, where at the first purchase not all shares are solicited for sale and the purchase conditions of the second step purchase are set unfavorably to shareholders or not clearly specified), which may practically force the shareholders to sell its shares;
In deciding whether or not Brother will take the countermeasure, the Board of Directors will decide by obtaining advice from attorneys, financial advisors and other external advisors, fully respecting statements made by outside directors and Corporate Auditors and consulting the Independent Advisory Committee while giving maximum respect to its advice and recommendation, and will make appropriate disclosure at an appropriate time.
Upon adopting the countermeasure above, if the Board of Directors concludes that it is appropriate to confirm the shareholders' opinion from the aspect of the common interests of Brother shareholders, Brother will hold a general shareholders meeting. If the Board of Directors decides to hold a general shareholders meeting, it will disclose such matter and the reason for holding such shareholders meeting at that time.
After deciding the implementation of the countermeasure, if the Board of Directors concludes that it is not appropriate to take the countermeasure due to the reasons such as the Large-scale Purchaser withdrawing its attempt for or making any changes to the Large-scale Purchase, the Board of Directors may, upon obtaining advice from attorneys, financial advisors and other external advisors, fully respecting statements made by outside directors and statutory Auditors and consulting the Independent Advisory Committee giving maximum respect to its advice and recommendation, suspend or change the implementation of the countermeasure. In such a case, the Board of Directors will make a prompt disclosure regarding such decision.
(6) Influence on Shareholders and Investors, etc.
(i)  Influence on Shareholders and Investors, etc. given by the Large-scale Purchase Rules
The purpose of the Large-scale Purchase Rules is to provide an opportunity for Brother shareholders to receive information necessary to determine whether or not the Large-scale Purchase is acceptable, an opinion by the Board of Directors that is currently in charge of Brother's management, and any alternative plans. The Board of Directors believes that under the Large-scale Purchase Rules, Brother shareholders will be able to make appropriate decisions, provided with sufficient information, as to whether or not the Large-scale Purchase is acceptable, whereby the common interests of Brother shareholders shall be protected. Accordingly, the Board of Directors believes that the establishment of the Large-scale Purchase Rules is an appropriate condition in order for shareholders and investors to make appropriate decisions and is for the benefit of Brother shareholders and investors.
The Board of Directors is hereby advising Brother shareholders and investors to observe carefully any actions by a Large-scale Purchaser, because steps and actions to be taken by Brother will be different depending on whether or not a Large-scale Purchaser complies with the Large-scale Purchase Rules, as described in (5) above.
(ii)  Influence on Shareholders and Investors, etc. given by Countermeasure
If a Large-scale Purchaser does not comply with the Large-scale Purchase Rules,Brother's Board of Directors may, by consulting the Independent Advisory Committee and giving maximum respect to its advice and recommendation, take the countermeasure against the Large-scale Purchaser to protect the corporate value of Brother or furthermore the common interests of its shareholders. In such a case, as a function of the possible countermeasure itself, the Board of Directors is not assuming that such countermeasure taken will cause any specific legal or economic damage or loss to Brother shareholders (excluding a Large-scale Purchaser who does not comply with the Large-scale Purchase Rules), as the stock value of the entire Brother shares owned by the shareholders remains the same, while such gratis allotment of stock acquisition rights and subsequent delivery of shares causes dilution of the stock value per Brother share. However, even if the Board of Directors adopts a resolution to make gratis allotment of stock acquisition rights, such gratis allotment may be canceled or Brother may acquire the stock acquisition rights without delivering its shares in exchange by the day immediately before the first day of the exercise period of the stock acquisition rights due to reasons such as Large-scale Purchaser withdrawing its attempt for Large-scale Purchase. In such a case, as there will be no dilution of the stock value per Brother share, those investors who purchased or sold the Brother shares based on the assumption that there will be a dilution of the stock value per Brother share may suffer unexpected damages by the fluctuations in stock prices. When the Board of Directors elects to take such specific countermeasure, the Board of Directors shall make appropriate disclosure at an appropriate time in accordance with the relevant laws and financial products market regulations.
With respect to the gratis allotment of stock acquisition rights taken as a countermeasure, since the stock acquisition rights will be allotted to those shareholders listed or recorded in the latest shareholders' list as of the allotment date separately provided by the Board of Directors, it is necessary that the shareholders complete the procedures for transfer by the allotment date of stock acquisition rights. The Board of Directors will make notification about the details of such steps in accordance with the relevant laws in the case Brother is to make gratis allotment of such stock acquisition rights.
If the gratis allotment of the stock acquisition rights is made, Brother may, as of the date designated by the Board of Directors, acquire the stock acquisition rights held by the shareholders not belonging to a specific group of shareholders and in exchange deliver the Brother shares. In this case, the shareholders not belonging to a specific group of shareholders will, without such shareholders making any payment of money for the exercise of the stock acquisition rights, acquire the Brother shares subject to the stock acquisition rights as consideration for Brother's such acquisition when Brother takes the necessary procedures for acquisition.
The shareholders subject to such acquisition may separately be requested to submit a written confirmation in the prescribed form confirming that such shareholder is not a person or a company belonging to a specific group of shareholders and information on the account where shares will be recorded.
(7) Effective Date and Effective Term of the Policy
The Policy was adopted by the resolution of the first meeting of Brother's Board of Directors held after the ordinary general shareholders meeting on June 23rd 2015, and took effect as of the same day. The Policy will remain effective until the close of the first meeting of the Board of Directors to be held after the ordinary general shareholders meeting in 2018.
The Board of Directors intends to review the Policy from time to time from the viewpoint of assuring and enhancing the corporate value of Brother or furthermore the common interests of its shareholders, taking into account the enactments of various legislation, and may amend or abolish the Policy as necessary even during the effective term of the Policy; provided, however, that the Board of Directors will not make any amendment to the Policy that is contrary to the intent of the approval by the Brother shareholders at this Shareholders Meeting and, in the case of amendment or abolishment of the Policy, the Board of Directors will consult the Independent Advisory Committee and give maximum respect to its advice and recommendation before such amendment or abolishment. Further, even after the Policy is adopted, if it is resolved to abolish the Policy in the later general shareholders meeting, the Policy will be abolished immediately.
If the Policy is amended or abolished, Brother will make a prompt disclosure regarding the amendment (including the contents of the amendment) or abolishment of the Policy and other matters that the Board of Directors deems appropriate.
(8) Decision of the Board of Directors Concerning the Reasonableness of the Policy
(i)  The Policy follows the Basic Philosophy of Brother
The Policy is to assure the corporate value of Brother or furthermore the common interests of its shareholders upon proposal of Large-scale Purchase by, among others, allowing the shareholders to determine whether or not to accept the Large-scale Purchase, or to retain necessary information and time for the Board of Directors to propose alternative plans, or to negotiate with the Large-scale Purchaser for the benefit of the shareholders, and this follows the Basic Philosophy of Brother as described in Chapter 1 above.
(ii)  The Policy does not impair the common interests of Brother shareholders or is not aimed to maintain the positions of the Brother officers
The Board of Directors has determined that the Policy does not impair the common interests of Brother shareholders or is not aimed to maintain the positions of the Brother officers pursuant to the following reasons:
(a) The Policy reflects the will of the shareholders
If the Policy is approved at this general shareholders meeting, the Policy will be adopted by the resolution of the first meeting of Brother's Board of Directors to be held after this general shareholders meeting, and will take effect as of the same day. Further, even before the expiration of the effective term of the Policy, if it is resolved in the general shareholders meeting that the Policy shall be abolished, the Policy will be abolished as of the same day, and as a result, the intent of the shareholders will be reflected.
(b) Respect to the advice and recommendation by the independent outside advisors
In order to assure the appropriateness of the operations of the Policy, and to further secure the fairness and transparency of the decision making by the Board of Directors upon the Large-scale Purchase, the Independent Advisory Committee will be established. The Independent Advisory Committee will discuss and resolve the matters consulted by the Board of Directors and shall advise and make recommendations to the Board of Directors pursuant to such resolution, and the Board of Directors shall give maximum respect to such advice and recommendation provided.
(c) Designed based on the "Guideline Concerning the Takeover Defensive Measures for Assuring and Enhancing the CorporateValue and the Common Interests of Shareholders" and the "Way of the Takeover Defensive Measures With Aspect to Current Changes in the Various Environments"
The Policy fulfills the 3 principles prescribed in the "Guideline Concerning the Takeover Defensive Measures for Assuring and Enhancing the CorporateValue and the Common Interests of Shareholders" set forth by the Ministry of Economy, Trade and Industry and Ministry of Justice as of May 27, 2005 (which are Principle of Assuring and Enhancing the Corporate Value and the Common Interests of Shareholders, Principle of Prior Disclosure and Shareholders' Will and Principle of Ensuring Necessity and Fairness), and the Policy is designed based on the "Way of Takeover Defensive Measures With Aspect to Current Changes in the Various Environments" set forth by the Corporate Value Research Association as of June 30, 2008.
(d)  Procedures for abolishing the Policy
The Policy may be abolished by the Board of Directors composed of the directors elected by the general shareholders meeting of Brother. Further, since the term of the Brother directors is one (1) year, the Large-scale Purchaser may elect a director nominated by it at the general shareholders meeting, and by the Board of Directors composed of such elected directors, the Policy may be abolished without particularly taking a long period of time.

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3. Details of Independent Advisory Committee

1. Members
Members of the Independent Advisory Committee shall be independent from the management members executing the business of Brother. The number of the members of the Independent Advisory Committee shall be no less than three (3) members.
Brother's Board of Directors shall elect such members from among (i) company operators having a proven track record, (ii) persons who are familiar with investment banking operations, (iii) persons who are familiar with corporate and business activities, (iv) attorneys, (v) certified accountants (vi) researchers whose main subject of research is the Corporate Code of Japan, etc. or (vii) any person holding positions equivalent to those stated above.
The term of office of the members of the Independent Advisory Committee shall be until the close of the first meeting of the Board of Directors to be held after the ordinary general shareholders meeting concerning the fiscal year ending within one (1) year after the election, and reelection shall not be prohibited. Brother shall enter into an agreement with each member of the Independent Advisory Committee that includes provisions with respect to the due care of a prudent manager, etc., as specified by the Board of Directors.
These shall not apply if otherwise resolved by a resolution of a meeting of Brother's Board of Directors. Further, when Board of Directors resolves to abolish the Policy, the term of office of the members of the Independent Advisory Committee shall terminate upon the abolishment of the Policy.
2. Requirements for Resolutions
A resolution of the Independent Advisory Committee shall be adopted by a majority of the members of the Independent Advisory Committee present at a meeting of the Independent Advisory Committee at which two thirds (2/3) of all members of the Independent Advisory Committee are present, in principle; provided, however, that, in case of urgent or unavoidable reasons, a resolution of the Independent Advisory Committee shall be adopted by a majority of the members of the Independent Advisory Committee present at a meeting of the Independent Advisory Committee at which majority of all members of the Independent Advisory Committee are present.
3. Matters to be Decided, Etc.
In the case Brother's Board of Directors consults with the Independent Advisory Committee, the Independent Advisory Committee shall respond thereto and shall make decisions primarily in respect of the matters described in each of the following items after the conducting of detailed audits, examinations, deliberations, etc., and shall advise and provide recommendations to Brother's Board of Directors with respect to the content of the decisions made, attaching the reasons thereof. Brother's Board of Directors, as an organization under the Corporate Code of Japan, shall resolve matters holding such advice of the Independent Advisory Committee in high esteem, to the fullest extent. Also, each member of the Independent Advisory Committee and each director of Brother shall be required to make decisions from the viewpoint of whether or not such decisions exclusively contribute to the corporate values of Brother or furthermore to the common interests of its shareholders. Decisions by each member of the Independent Advisory Committee and each director of Brother shall not be made to promote the private interests of himself/herself or the current management members of Brother.
  1. Extent to which information should be provided to Brother's Board of Directors by the Large-scale Purchaser;
  2. Whether or not the Large-scale Purchaser has complied with the Large-scale Purchase Rules;
  3. Whether or not the Large-scale Purchase may make irreparable damages to the corporate value of Brother or furthermore the common interests of its shareholders;
  4. Whether or not a countermeasure should be taken, and whether or not the content of the countermeasure is appropriate; and
  5. Other matters of consultation consulted by Brother's Board of Directors.
Also, in order to provide the adequate decisions, the Independent Advisory Committee shall make every effort to collect necessary and sufficient information in respect of any decision to be made in respect of the above matters, and may receive advice from independent third parties, including financial advisors, certified accountants, attorneys, consultants and other specialists with the expense of Brother, which expensive shall be within the reasonable limit.
Moreover, the Independent Advisory Committee may require the participation of the directors, auditors, and employees of Brother, as well as other parties deemed necessary by the Independent Advisory Committee, and may require the explanation of matters required by the Independent Advisory Committee.
Further, the Independent Advisory Committee shall regularly hold Independent Advisory Committee meetings in addition to meetings held in the case Brother's Board of Directors consults with the Independent Advisory Committee, and the Independent Advisory Committee shall receive reports from the directors of Brother and other parties deemed necessary by the Independent Advisory Committee with respect to the business conditions of Brother, including the progress of the mid-term management plan.

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