Japan – Toyota: Clarification of the Roles of and Expectations for Outside Executives, Revision of the Independence Assessment Criteria, and the Changes to Members of the Board of Directors and the Audit and Supervisory Board Members following the 120th Ordinary General Shareholders’ Meeting

Toyota: Clarification of the Roles of and Expectations for Outside Executives, Revision of the Independence Assessment Criteria, and the Changes to Members of the Board of Directors and the Audit and Supervisory Board Members following the 120th Ordinary General Shareholders’ Meeting

Toyota City, Japan, Mar 21, 2024 – (JCN Newswire) – Toyota Motor Corporation (TMC) has clarified the roles of and expectations for outside members of the Board of Directors and the Audit and Supervisory Board (hereinafter referred to as “outside executives”), revised criteria for assessing outside executives’ independence (hereinafter referred to as the “Independence Assessment Criteria”), and announced the changes to members of the Board of Directors and Audits and Supervisory Board members following the 120th Ordinary General Shareholders’ Meeting (hereinafter referred to as the “General Shareholders’ Meeting”).

1. Clarification of the roles of and expectations for outside executives and revision of the Independence Assessment Criteria

Based on the Toyota Philosophy, TMC is working to strengthen corporate governance with the aim of achieving sustainable growth, increasing corporate value over the medium to long term, and resolving social issues. To ensure our outside executives participate in decision-making from an independent standpoint and reflect the opinions of more diverse stakeholders in management, TMC has clarified the unique roles of and expectations for TMC’s outside executives and revised the Independence Assessment Criteria.

The above was discussed a number of times at the Executive Appointment Meeting in which a majority of the participants are outside members of the Board of Directors and has been approved by the Board of Directors with the consent of all members of the Audit and Supervisory Board. The revised Independence Assessment Criteria will enter into effect following the General Shareholders’ Meeting.

(1) The roles of and expectations for outside executives– To believe in and uphold the Toyota Philosophy, have a high interest in our company’s business and people, and understand our company and its surrounding environment by having close dialogues with top management- To contribute to decision-making for our company’s sustainable growth and medium- to long-term enhancement in our corporate value as well as to solutions to social issues
– Outside members of the Board of Directors shall contribute to greater added value of the Board of Directors’ decision-making while supervising business execution, utilizing their abundant experience and advanced expertise based on their recognition of diverse stakeholders’ opinions
– Outside members of the Board of Directors shall provide advice and support on key issues and business strategies, etc., in addition to matters presented to the Board of Directors
– Outside members of the Audit and Supervisory Board shall conduct audits from a fair and neutral standpoint, utilizing their abundant experience and advanced expertise

(2) Independence Assessment Criteria

Outside executives who satisfy the requirements stipulated by the Companies Act and do not fall into any of the following categories are deemed to be independent.

1. History of belonging to affiliated companies: Persons who are currently functioning as executive directors, members of the Audit and Supervisory Board, operating officers, or employees of our company and its consolidated subsidiaries. Or those who functioned as executive directors, members of the Audit and Supervisory Board, operating officers, or employees at any time during the last ten years.

2. Major business partners: Persons who are executing business in companies, etc. (executive directors, executive officers, operating officers, employees, or any equivalents; the same shall apply hereunder;) where the amount of the transaction with our company and its consolidated subsidiaries is more than 2% of the consolidated net sales of their company or our company and its consolidated subsidiaries in any of the last three business years.

3. Major lenders: Persons who are executing business in companies from which our company and its consolidated subsidiaries borrowed funds amounting to more than 2% of the consolidated total assets of our company and its consolidated subsidiaries in any of the last three business years.

4. Highly paid experts: Consultants, accountants, or jurists who earned more than US$120,000 a year directly from our company and its consolidated subsidiaries as remuneration (excluding that for the function of outside executives) in any of the last three business years.

5. Large contribution: Persons who (or persons belonging to organizations that) received contributions amounting to more than US$120,000 a year from our company and its consolidated subsidiaries in any of the last three business years.

6. Major shareholders: Persons who are executing business in companies, etc., that are ranked tenth or higher in terms of the holding ratio of our company’s shares or for which our company is ranked tenth or higher in terms of the holding ratio of their shares.

7. Affiliated audit firms: Persons who currently belong to or belonged to, at any time during the last ten years, the audit firms serving as accounting auditors of our company and its consolidated subsidiaries.

8. Close relatives: Spouses, or relatives within the second degree of kinship, of members of the Board of Directors and the Audit and Supervisory Board, operating officers, key employees of our company and its consolidated subsidiaries, or persons falling into the above 1 to 6 (excluding non-key persons).

9. Mutual executive dispatch: Persons who are executing business in companies that are accepting one or more member(s) of the Board of Directors or the Audit and Supervisory Board from our company and its consolidated subsidiaries.

10. Term of office: Persons whose term of office as an outside executive is longer than 12 years.

Persons who fall within any of the above-listed categories may be determined as independent, under the condition that our company discloses the reason for the determination when such persons satisfy the requirements for outside executives stipulated in the Companies Act and are substantially independent, and thus, a conflict of interest against general shareholders is deemed not to emerge.

2. The changes to members of the Board of Directors and the Audit and Supervisory Board Members following the 120th Ordinary General Shareholders’ Meeting

The current ten directors will continue to serve as directors, and we will continue to work on transforming TMC into a mobility company and solving social issues.

Regarding the Audit and Supervisory Board Members, TMC has registered Mr. Ryuji Sakai, a member of the Audit and Supervisory Board of our company, as an independent officer. However, he falls into the category of “major business partner” under the revised Independence Assessment Criteria. Accordingly, he will resign his post as a member of the Audit and Supervisory Board following the closing of the General Shareholders’ Meeting. The candidate for new Audit & Supervisory Board Members was considered on account of the roles of and expectations for outside executives and the Independence Assessment Criteria mentioned above, as well as the balance of knowledge, experience, abilities, etc., possessed by each Director and Audit & Supervisory Board Member.

The formal appointment of members of the Board of Directors and the Audit and Supervisory Board Members will be made after approval at the General Shareholders’ Meeting. The selection of board members with specific titles and board members with the legal status to represent TMC will be made at the Board of Directors meeting following the General Shareholders’ Meeting. The resignation of the outgoing Board of Directors and the Audit and Supervisory Board Members will become official following the closing of the General Shareholders’ Meeting.

Hong Kong – Town Planning Board agrees to gazette the statutory plans related to the San Tin Technopole

Town Planning Board agrees to gazette the statutory plans related to the San Tin Technopole

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     The Town Planning Board (the Board) yesterday (February 23) agreed to gazette the new draft San Tin Technopole Outline Zoning Plan (OZP) (replacing the prevailing approved San Tin OZP), and the proposed amendments to the approved Ngau Tam Mei OZP and the approved Mai Po and Fairview Park OZP for public consultation in accordance with the Town Planning Ordinance (the Ordinance).
      
     The Board noted that the OZPs provided statutory planning framework for the development of the San Tin Technopole (the Technopole) and the Sam Po Shue Wetland Conservation Park (SPS WCP). The OZP for the Technopole also covered the area near the proposed San Tin Station of the Northern Link. The overall development would provide about 50 000 residential units and about 165 000 employment opportunities. Members considered that the Technopole would be particularly important for the implementation of Hong Kong’s role as an international innovation and technology (I&T) hub and the development of the I&T industry. Members also opined that the I&T land should be of significant scale to achieve efficiency, and noted that together with the Lok Ma Chau Loop (the Loop), there would be 300 hectares of I&T land. Members generally agreed with the planning layout that I&T land should be located in the north as an extension of the Loop while San Tin Town Centre, which was mainly a residential community, should be located in the south.
      
     At the meeting, Members enquired and discussed in detail the positioning of the Technopole, permitted uses of I&T land, urban-rural integration, urban design, the implementation programme and mechanism, etc. Ecological conservation and wetland compensation were also major concerns of Members.
      
     Members agreed to the establishment of the 338-hectare SPS WCP to achieve the dual goals of strengthening wetland conservation and making wetland compensation. Given about 90 hectares of fishponds would be filled for the development of the Technopole, Members noted that the environmental impact assessment report being published recommended increasing the ecological value of the wetlands in the SPS WCP through active conservation measures so that there would be no net loss in the ecological function or carrying capacity of the fishponds.
      
     Whilst acknowledging the concerns of some members of the public on the proposed development, majority of Members considered that the land use planning of the OZPs had already struck a balance between development and conservation. Some Members considered that the Government should formulate the implementation and management details of the SPS WCP as soon as possible, and suggested that a monitoring mechanism should be in place to ensure that the future operation of the wetland park could achieve no net loss of ecological function.
      
     Regarding the proposed consequential amendments to the boundaries of wetland conservation area and wetland buffer area demarcated in the Town Planning Board Guidelines No. 12C, the Board considered that it could be considered upon completion of the statutory planning procedures of the relevant OZPs.
      
     The draft San Tin Technopole OZP, the draft Ngau Tam Mei OZP and the draft Mai Po and Fairview Park OZP will be exhibited in accordance with the Ordinance. Members of the public can submit representations during the two-month exhibition period.

Board changes at Brighton & Hove Albion

WEBWIRE

Brighton & Hove Albion today confirmed that long-serving board members Derek Chapman and Marc Sugarman will be stepping down as non-executive directors of the club on 30 June 2024.

Chairman Tony Bloom paid tribute to both saying, We have benefitted hugely from a stable and consistent board of directors for many years.

By the time Derek and Marc, who have both made exceptional contributions to the club, step down next summer it will be eight years since Michelle Walder joined our board and we last made any change to our non-executive directors.

Derek joined the board when the club was playing at Gillingham in the old Third Division in 1999, and will have served the club as a director for 25 years when he steps down.

As a lifelong fan, Derek helped fund the move back to Withdean and to keep the club afloat during the early 2000s, and is credited along with several others with coming up with the clubs famous Seagulls nickname in 1975.

Dereks expertise and experience in the construction industry was pivotal for the delivery of the American Express Stadium and the American Express Elite Football Performance Centre, both of which he project managed and delivered on time and on budget.

Derek also acted as the clubs interim chief executive early in 2012, was a trustee of Albion in the Community (now Brighton & Hove Albion Foundation) for six years, and chairman of Brighton & Hove Albion womens football operations, when the team was promoted to The FA Womens Super League.

Now that the clubs main infrastructure is in place, Derek feels that it is the right time for him to step down from the clubs board.

Marc, a chartered accountant and another lifelong Brighton fan, joined the clubs board in 2009. With a background in banking, Marcs considerable experience as a media analyst for Morgan Stanley, Goldman Sachs and Citigroup, has provided the club with invaluable insight in to the value of sports media rights during his time on the board.

Marc has also served as a trustee for Albion in the Community (now Brighton & Hove Albion Foundation) stepping down from this role in the summer of 2022 after 12 years. Both the club and charity have benefitted hugely from Marcs business experience, dedication and great loyalty over many years.

On behalf of everyone at the club, Id like to place on record my thanks to both Derek and Marc for the tremendous service theyve given to the club, and on a personal note, the excellent support theyve given to me in my time as chairman.

Ray Bloom, Robert Comer, Adam Franks, Peter Godfrey, and Michelle Walder continue their long service to the clubs board as non-executive directors alongside the clubs executive directors Paul Barber (chief executive and deputy chairman), Paul Mullen (chief operating officer) and Lee Cooper (finance director).

CMR Institute’s Board of Directors Welcomes New Board Member

 CMR Institute’s Board of Directors recently voted in a new board member, Dr. Anthony N. Akosa, MD, MBA, System Medical Director of Franciscan Alliance Care Management at Franciscan Alliance, Inc.

“On behalf of the Board, I am thrilled to welcome Anthony to the CMR Institute Board of Directors. His experience as an executive healthcare leader and provider will strengthen our ability to lead and support CMR Institute’s mission of advancing knowledge to enhance healthcare,“ said, Dr. Jeffrey Farber, CMR Board of Directors Chairman.

Dr. Akosa is a practicing board-certified family practice physician with extensive Population Health Management (PHM) experience. At Franciscan Alliance, a 12-hospital Catholic Health system serving Indiana and Illinois, he is the System Medical Director of Care Management. He oversees Ambulatory & Inpatient Care Management; Utilization Management (UM) & Clinical Denials Management; and Physician Advisory Services for the health system.

Dr. Akosa is leading Franciscan’s effort to enhance Care Coordination processes to improve key inpatient metrics like readmission rate, observation rate, length of stay, clinical denials & key ambulatory metrics like avoidable admission & ED rates, specialty drug cost, and lower cost trends from integration of social determinants of health (SDoH) gap closure/Health Equity initiatives into PHM strategies.

Dr. Akosa has extensive health plan and ACO experience and has helped multiple ACOs and health systems across the country in designing their PHM strategies to achieve the Quintuple Aim. He is a member of the Board of Directors for Population Health Alliance and a member of the Epic SDoH Steering Board.

“I am very excited to join the CMR Institute Board of Directors. Life science professionals would greatly benefit from a better understanding of population health management principles to position their solutions in the current value-based care environment to improve patient outcomes,” shared Dr. Akosa.

About CMR Institute

CMR Institute is a 501(c)(3) learning organization whose mission is to enhance healthcare by providing innovative and effective learning solutions that increase knowledge and drive performance for life science professionals. Our comprehensive training library is updated regularly and vetted by industry-leading healthcare experts to ensure our learners are empowered with expertise and credibility to improve the healthcare industry, both today and the ever-changing tomorrow.

CMR Institute
Sharon Lustig
800-328-2615
https://www.cmrinstitute.org/

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Graphene Manufacturing Group Board Appoints Former Wall Street Veteran and Manufacturing Entrepreneur Jack Perkowski to Chair of Board of Directors

Brisbane, Queensland, Australia–(ACN Newswire – October 24, 2023) – Graphene Manufacturing Group Ltd. (TSXV: GMG) (“GMG” or the “Company”) is pleased to advise that Company Director Mr. Jack Perkowski, based in New Jersey USA, is appointed by the Company’s board of directors as Chairman of the Board effective October 24, 2023.

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Mr. Jack Perkowski

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Upon graduation from Yale and the Harvard Business School, Mr. Perkowski spent twenty years on Wall Street as Head of investment banking at Paine Webber, a major securities firm that was eventually acquired by UBS in 2000. In 1991, Mr. Perkowski moved to Hong Kong in order to focus on the development of Asia and China, and in 1994 founded Beijing based ASIMCO Technologies. From 1994 to 2008, Mr. Perkowski served as the Chairman of ASIMCO’s Board of Directors and the company’s Chief Executive Officer, building ASIMCO into one of the most important players in China’s automotive components industry. Under Mr. Perkowski’s leadership, ASIMCO gained a reputation for developing local management and integrating a broad-based China operation into the global economy. ASIMCO was later sold to a private equity firm in 2010 and is still regarded as one of the most successful automotive component manufacturing companies in China. Upon leaving ASIMCO, Mr Perkowski founded JFP Holdings, a merchant banking firm focused on China, where he now serves as Chairman.

GMG’s CEO Craig Nicol stated, “I’m very excited to see Jack becoming Chair of the Board of Directors of the Company to support our progression into a commercial manufacturing operation. It is very clear North America is of strategic importance for GMG for capital markets, end product markets and also potential future operational projects – and so I very much look forward to working with Jack – being based in the USA – to support our transition into an Australian and North American commercial manufacturing operation. I also want to thank Guy Outen for his role as Chair of the Board of Directors for the past four years – including his work as Audit Committee Chair.”

Jack Perkowski, GMG’s Chair added, “I’m delighted to be appointed by my fellow Directors to Chair of the Board of the Company. I look forward to leading the board into the next phase of the company’s development cycle into a commercial manufacturing operation – especially with focus on North American markets for capital and our products and the potential for Australian and North American operational projects. I also look forward to working with Craig in this endeavour and I thank Guy for his work to date as Chair of the Board for the past four years.”

GMG’s 4 critical business objectives remain to:

  1. Produce Graphene and improve/scale the production process
  2. Build Revenue from Energy Savings Products
  3. Develop Next-Generation Battery
  4. Develop Supply Chain, Partners & Project Execution Capability

About GMG

GMG is a clean-technology company which seeks to offer energy saving and energy storage solutions, enabled by graphene, including that manufactured in-house via a proprietary production process.

GMG has developed a proprietary production process to decompose natural gas (i.e. methane) into its elements, carbon (as graphene), hydrogen and some residual hydrocarbon gases. This process produces high quality, with low cost inputs, scalable, ‘tuneable’ and low/no contaminant graphene suitable for use in clean-technology and other applications. The Company’s present focus is to de-risk and develop commercial scale-up capabilities, and secure market applications.

In the energy savings segment, GMG has focused on graphene enhanced heating, ventilation and air conditioning (“HVAC-R”) coating (or energy-saving paint), lubricants and fluids. In the energy storage segment, GMG and the University of Queensland are working collaboratively with financial support from the Australian Government to progress R&D and commercialization of graphene aluminum-ion batteries (“G+AI Batteries”).

For further information, please contact:

  • Craig Nicol, Chief Executive Officer and Managing Director of the Company at craig.nicol@graphenemg.com, +61 415 445 223
  • Leo Karabelas at Focus Communications, info@fcir.ca , +1 647 689 6041

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this news release.

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the effective date on which Mr. Perkowski will become chair of the board of directors, and the contributions Mr. Perkowski will make to the Company in his capacity as a chair of the board of directors.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, risks related to the effective date on which Mr. Perkowski becomes the chair of the board of directors, and his contributions as a chair of the board of directors differing from management’s current expectations.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the effective date on which Mr. Perkowski will become the chair of the board of directors, and the positive impact Mr. Perkowski will have on the Company’s development in that role.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/185067


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