(Translation) Securities Code: No. 5019 June 4, 2014 To the Shareholders: NOTICE OF THE 99TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued good offices. Please take notice that the 99th Ordinary General Meeting of Shareholders of the Company will be held as described below and you are cordially requested to attend the meeting. If you do not expect to be present at the meeting, you may exercise your voting rights either by returning to us by mail the enclosed voting form indicating your approval or disapproval of the propositions or by accessing the website for the exercise of voting rights stated in the enclosed voting form and exercising your voting rights by an electronic method (such as the Internet). Hence, please review the accompanying Reference Document for the General Meeting of Shareholders and exercise your voting rights in accordance with the information on page 3 through page 5 no later than 5:00 p.m., Wednesday, June 25, 2014. Yours very truly, Takashi Tsukioka President and Representative Director Idemitsu Kosan Co., Ltd. 1-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo, Japan
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(Translation)
Securities Code: No. 5019
June 4, 2014
To the Shareholders:
NOTICE OF THE 99TH ORDINARY GENERAL MEETING
OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued good offices.
Please take notice that the 99th Ordinary General Meeting of Shareholders of the
Company will be held as described below and you are cordially requested to attend the
meeting.
If you do not expect to be present at the meeting, you may exercise your voting rights
either by returning to us by mail the enclosed voting form indicating your approval or
disapproval of the propositions or by accessing the website for the exercise of voting rights
stated in the enclosed voting form and exercising your voting rights by an electronic method
(such as the Internet). Hence, please review the accompanying Reference Document for the
General Meeting of Shareholders and exercise your voting rights in accordance with the
information on page 3 through page 5 no later than 5:00 p.m., Wednesday, June 25, 2014.
Yours very truly,
Takashi Tsukioka
President and Representative Director
Idemitsu Kosan Co., Ltd. 1-1, Marunouchi 3-chome,
Chiyoda-ku, Tokyo, Japan
- 2 -
Description 1. Date and hour of the meeting:
Thursday, June 26, 2014, at 10:00 a.m. 2. Place of the meeting:
"Grand Ball Room", 3F, Grand Hyatt Tokyo
10-3, Roppongi 6-chome, Minato-ku, Tokyo, Japan 3. Matters forming the objects of the meeting:
Matters to be reported:
1. Report on the business report, the consolidated financial statements and the
results of audit of the consolidated financial statements by the account
auditors and the Board of Statutory Auditors for the 99th fiscal year (from
April 1, 2013 to March 31, 2014)
2. Report on the non-consolidated financial statements for the 99th fiscal year
(from April 1, 2013 to March 31, 2014)
Matters to be resolved:
Proposition No. 1: Amendment to the Articles of Incorporation
Proposition No. 2: Election of eleven (11) Directors
Proposition No. 3: Election of two (2) Statutory Auditors
- END -
The place of the meeting will be open to the shareholders at 9:00 a.m. on the date of the
meeting.
In attending the meeting, please present the enclosed voting form to a receptionist at the
place of meeting.
In the event of the revision of any matter in the business report, the consolidated financial
statements, the non-consolidated financial statements and the Reference Document for the
- 3 -
General Meeting of Shareholders attached herewith prior to the date of the meeting, it will
be posted on our Internet website (http://www.idemitsu.co.jp).
Information Concerning Exercise of Voting Rights
I. If you expect to be present by proxy, please make a document evidencing his/her power
of attorney presented to a receptionist at the place of the meeting, together with the
enclosed voting form. (Such proxy must be another shareholder (being one (1)
person) of the Company entitled to vote.)
II. If any institutional investor or any other shareholder who holds shares on behalf of third
parties desires to diversely exercise voting rights, please give notice to that effect and of
the reason therefor to the Company in writing no later than three (3) days prior to the
date of the meeting.
III. If you do not expect to be present at the meeting, please exercise your voting rights by
either of the following methods:
1. [Exercise of voting rights by sending the voting form by mail]
Please indicate your votes for or against each of the propositions in the enclosed voting
form and return the form to reach us no later than 5:00 p.m., Wednesday, June 25, 2014.
2. [Exercise of voting rights via the Internet]
(1) Any exercise of voting rights via the Internet will be possible only on the following website for the exercise of voting rights specified by the Company. The website for
the exercise of voting rights is also accessible via mobile-phone Internet.*
URL of the website for the exercise of voting rights: http://www.web54.net
* By using a mobile phone installed with a bar-code reader, please
read the "QR Code®
" in the right and access the website for the
exercise of voting rights. For more information on the operation
procedure, please refer to the instruction manual of your mobile
phone.
("QR Code" is a registered trademark of Denso Wave
Incorporated.)
(2) To exercise voting rights via the Internet, please enter your votes for or against each of
the propositions in accordance with the guidance on the screen, by using the "code for
the exercise of voting rights" and the "password" printed in the enclosed voting form.
(3) Any exercise of voting rights via the Internet will be acceptable no later than 5:00 p.m.,
Wednesday, June 25, 2014. However, for the expedient counting of the voting rights
exercised, it would be appreciated if you could exercise your voting rights early.
Statutory Auditor Mr. Minoru Koyama, principally from a legal standpoint as
an attorney at law, Statutory Auditor Mr. Taigi Ito, principally from the
standpoint of accounting with broad experience as a certified public accountant
and a university professor, and Statutory Auditor Mr. Michiyoshi Kuriyama,
principally from the standpoint as an corporate management professional with
broad experience as an officer of a banking institution, have respectively
expressed their opinions at the meetings of the Board of Directors and the
Board of Statutory Auditors and provided advice and recommendations for
securing the properness of decision-making by the Board of Directors.
(e) Outline of the content of liability limitation agreements:
In accordance with Article 427, paragraph 1 of the Companies Act of Japan, the
Company has entered into an agreement with each outside Statutory Auditor to
limit the liability for any damage as provided for in Article 423, paragraph 1 of
the said act. The maximum liability amount under such agreement is an
amount as provided for in laws or ordinances.
(4) Account auditors:
(i) Names of the account auditors:
Deloitte Touche Tohmatsu LLC
- 26 -
(ii) Amount of remuneration, etc. payable to the account auditors for the fiscal year
under review:
Deloitte Touche Tohmatsu LLC
Amount of remuneration, etc. payable to the account
auditors for the fiscal year under review: ¥144 million
Total amount of money and other proprietary benefits
payable to the account auditors by the Company and its
subsidiaries: ¥230 million
(Notes) 1. The amount of remuneration, etc. payable to the account auditors for audits under
the Companies Act of Japan and the amount of remuneration, etc. payable for
audits under the Financial Instruments and Exchange Act of Japan are not
separated in the audit agreement between the Company and the account auditors.
Hence, the above amount of remuneration, etc. payable to the account auditors for
the fiscal year under review includes both amounts.
2. The total amount of money and other proprietary benefits payable to the account
auditors by the Company and its subsidiaries includes remuneration for services
(non-auditing services), which are not covered by Article 2, paragraph 1 of the
Certified Public Accountant Act of Japan, entrusted to Deloitte Touche Tohmatsu
LLC.
(iii) Content of non-auditing services:
The Company has paid the account auditors remuneration for services, including
advisory and guidance services related to internal audits (non-auditing services)
which are not covered by Article 2, paragraph 1 of the Certified Public Accountant
Act of Japan.
(iv) Policy on the determination of dismissal and non-reappointment of the account
auditors:
In the event that there arises any problem with the performance by the account
auditors of their duties or otherwise the Board of Directors or the Board of Statutory
Auditors considers it necessary, the Board of Directors or the Board of Statutory
Auditors shall take a procedure to dismiss or not to reappoint the account auditors
pursuant to the Companies Act of Japan.
(5) Policy on the determination of distribution of retained earnings, etc.:
The Board of Directors of the Company considers the return of profits to its
shareholders as one of the most important management issues.
The Company will continue to pay dividends on a constant basis after taking into
due consideration strategic investments to enhance existing businesses and develop
future business operations, the improvement of corporate financial structure and
balance with business performances. With respect to the payment of the year-end
dividends for the fiscal year ended March 31, 2014, the Company has decided to pay
¥25 per share. As a result, annual dividends for the fiscal year will be ¥50 per
share.
- 27 -
The Company conducted a stock split at the rate of four shares for each share as of
January 1, 2014. The amount was determined in consideration of the stock split.
With respect to the dividends (annual dividends) for the fiscal year ending March 31,
2015, the Company plans to pay ¥50 per share.
As provided for in its Articles of Incorporation, the Company may make
distributions of retained earnings by a resolution of its Board of Directors pursuant
to the provisions of Article 459, paragraph 1 of the Companies Act. For the year
ended March 31, 2008 and thereafter, the Company has paid dividends twice a year,
as interim dividends and year-end dividends.
(6) Systems to secure the properness of business activities (so-called "internal control
systems"):
With regard to basic policies on internal control systems, the Board of Directors has
adopted resolutions as described below, for the systems to secure the properness of
business activities.
In addition, the Board of Directors checks whether the internal control systems have
properly been established and operated and revises them to make them more
effective.
(i) Systems to secure the execution by the Directors and employees of their duties to
comply with laws or ordinances and the Articles of Incorporation:
(a) The Board of Directors shall, pursuant to the Regulations of the Board of
Directors, determine important matters and supervise the execution of
business.
(b) Pursuant to the Compliance Regulations, the Company shall establish a
Compliance Committee to promote compliance activities.
(c) The Company shall make use of the Compliance Handbook that sets action
guidelines on compliance with law to raise awareness of compliance.
(d) The Company shall make use of its Compliance Contact Offices established
within and outside of the Company to help solve questions and problems
with regard to compliance.
(e) The Internal Audit Office shall conduct audits to verify the appropriateness
of business activities and the state of execution of business pursuant to the
internal rules at each business division.
(ii) Systems concerning storage and management of information on the execution by the
Directors of their duties: Information on the execution by the Directors of their duties shall be stored and
managed pursuant to the Regulations of the Board of Directors, the Document
- 28 -
Handling Regulations, the Circular Decision Document Handling Regulations and
other internal rules.
(iii) Regulations concerning management of exposure to the risk of loss and other
systems: (a) Pursuant to the Risk Management Regulations, the Company shall establish a
Risk Management Committee to promote risk management activities.
(b) Pursuant to the Manual for Measures upon Outbreak of Crises and other
internal rules, the Company shall take measures promptly and properly upon
the outbreak of any serious crisis.
(c) The Company shall institute a Business Continuity Plan (BCP) for measures
against an epicentral earthquake in the Tokyo metropolitan area, measures
against a new type of influenza, etc., and exert group-wide efforts to
implement, maintain and manage the BCP.
(d) Each business division shall, pursuant to the Self-Management Regulations,
inspect risks to business by using the voluntary inspection list, etc.
(e) The Internal Audit Office shall, pursuant to the Internal Control Regulations,
conduct audits to verify the state of risk management by each business
division.
(iv) Internal control over financial reporting: (a) Pursuant to the Regulations of Internal Control over Financial Reporting, the
Company shall establish a system to ensure reliability of financial reporting
of the whole Group for the purpose of adequate improvement and
administration of internal control on financial reporting.
(b) Pursuant to the regulations set forth in (a) above, the Company shall establish
a Committee for Evaluation of Internal Control over Financial Reporting,
which shall deliberate on and investigate matters concerning annual
improvement and administration policies and evaluation plans, matters
concerning the determination of the evaluation scope, etc.
(c) The Internal Audit Office shall conduct periodic evaluation of the
effectiveness of internal control, as well as necessary improvements thereof.
(v) Severance of all relations with antisocial forces: (a) The Company shall deal with any person or group, including any crime
syndicate and corporate racketeer, who engages in antisocial activities,
violence and illegitimate demand in a resolute attitude and sever all relations
therewith. (b) In the event that any antisocial force sets on, the Company shall resolutely
refuse without giving in and act properly pursuant to the Manual for
Measures against Antisocial Forces.
- 29 -
(vi) Systems to secure efficient execution by the Directors of their duties:
(a) To secure efficient execution of business, the Company shall have Executive
Officers. (b) Pursuant to the Regulations of Duties and Powers and the Regulations of
Execution of Business, the Company shall clearly define the roles and
authorities of the Board of Directors, Representative Directors and other
Directors. (c) As an organ to discuss and deliberate on management strategies and
managerial issues of the whole Group and each business division, the
Company shall establish a Management Committee comprised of the
President acting as chairman and other members appointed by the chairman,
which shall meet twice a month, in principle.
(vii) Systems to secure the properness of business activities of the corporate group
comprised of the Company, its parent company and its subsidiaries:
(a) In the Affiliated Companies Management Regulations, the Company shall
specify affiliated companies under direct control of the President and
affiliated companies for which each relevant division shall be responsible, to
clearly define responsibilities for business administration. (b) In the Affiliated Companies Management Regulations, the Company shall
provide a fundamental policy to the effect that "transactions with affiliated
companies shall be based on market prices, in principle", to prevent conflicts
of interest. (c) In the Affiliated Companies Management Regulations, the Company shall
provide for the rules for assumption of office of directors and statutory
auditors of affiliated companies, pursuant to which the Directors of the
Company shall not assume office of directors of its affiliated companies, in
principle. (d) The Internal Audit Office shall conduct audits of affiliated companies
pursuant to the Internal Audit Regulations. (e) The Company shall allow the employees of affiliated companies to make use
of its Compliance Contact Offices established within and outside of the
Company to help solve questions and problems with regard to compliance.
(viii) Matters concerning the employees to assist the Statutory Auditors to execute their
duties when the Statutory Auditors request the assignment thereof:
The Company shall, upon request from the Statutory Auditors, assign its employees
as Statutory Auditors' staff to assist the Statutory Auditors to execute their duties. (ix) Matters concerning the independence of the employees set forth in (viii) above from
the Directors:
- 30 -
(a) The final decision on personnel changes, evaluations, etc. of the Statutory
Auditors' staff shall be subject to consent of the Statutory Auditors, which
shall be provided for in the internal rules of the Personnel Department.
(b) In the Regulations of Segregation of Duties, the Company shall provide for
the duties of the Statutory Auditors' staff. (x) System for reporting by the Directors and employees to the Statutory Auditors (the
Board of Statutory Auditors) and other systems for reporting to the Statutory
Auditors:
(a) The Directors, the head of each business division and the General Manager
of Safety and Environmental Protection and Quality Assurance Department
shall, pursuant to the Regulations of Execution of Business, report the
specified matters to the Statutory Auditors.
(b) The Internal Audit Office shall, pursuant to the Internal Audit Regulations,
report the results of audits to the Statutory Auditors.
(c) The Compliance Committee shall periodically report the state of
consultations and measures at the Compliance Contact Offices to the
Statutory Auditors. (xi) Other systems to ensure effective audits by the Statutory Auditors (the Board of
Statutory Auditors):
(a) The Representative Directors shall hold a regular meeting with the Statutory
Auditors quarterly, in principle.
(b) The Internal Audit Office shall closely coordinate and cooperate with the
Statutory Auditors and the account auditors with regard to internal audit
schedules, visiting audits, etc. (7) Fundamental policy on corporate control:
The Company has exerted its efforts to attain constant and sustainable growth to
secure and enhance the corporate value of the Group and the common interests of its
shareholders.
Hence, in the event that any party engages in any large purchase action with regard
to the shares of the Company and consequently, it threatens to prejudice the
corporate value of the Group and the common interests of its shareholders, it is the
Company's fundamental policy to take any appropriate measure to the extent
permitted by laws or ordinances and the Articles of Incorporation.
- 31 -
CONSOLIDATED BALANCE SHEET
(As of March 31, 2014)
(million yen)
ASSETS
Current assets: 1,422,469
Cash and deposit 161,522
Notes and accounts receivable, trade 418,883
Inventories 717,368
Deferred tax assets 11,229
Other current assets 115,239
Allowance for doubtful accounts (1,774)
Fixed assets: 1,572,593
Tangible fixed assets 1,087,611
Buildings and structures 143,506
Machinery, equipment and vehicles 232,026
Lands 591,503
Construction in progress 77,218
Other tangible fixed assets 43,356
Intangible fixed assets 54,327
Goodwill 39,421
Other intangible fixed assets 14,905
Investment and other assets 430,654
Investment securities 199,698
Investments in capital of affiliates 31,342
Long-term loans receivable 8,792
Deferred tax assets 12,331
Oil field premium assets 97,477
Other investments 81,248
Allowance for doubtful accounts (237)
TOTAL ASSETS 2,995,063
(Note) Figures are indicated by discarding fractions of one million yen.
- 32 -
(million yen)
LIABILITIES
Current liabilities: 1,302,039
Accounts payable, trade 438,594
Short-term borrowings 434,476
Commercial paper 59,995
Accounts payable, other 234,872
Accrued income taxes 18,907
Deferred tax liabilities 7,944
Allowance for bonuses 6,907
Other current liabilities 100,340
Long-term liabilities: 949,236
Bonds 45,000
Long-term debt 539,546
Deferred tax liabilities 38,350
Deferred tax liabilities upon revaluation 103,027
Liability for employees' retirement benefits 13,071
Reserve for repair works 23,267
Oil field premium liabilities 100,804
Asset retirement obligations 55,422
Other long-term liabilities 30,745
Total liabilities 2,251,276
NET ASSETS
Shareholders' equity 539,542
Common stock 108,606
Additional paid-in capital 71,131
Retained earnings 359,934
Treasury stocks (130)
Accumulated other comprehensive income 162,886
Unrealized holding gains on other securities 4,523
Deferred gains (loss) on hedges (1,196)
Revaluation difference of lands 147,714
Translation adjustments 12,016
Retirement benefit liability adjustment (172)
Minority interests 41,358
Total net assets 743,786
TOTAL LIABILITIES AND NET ASSETS 2,995,063
(Note) Figures are indicated by discarding fractions of one million yen.
- 33 -
CONSOLIDATED STATEMENT OF INCOME
(April 1, 2013 to March 31, 2014)
(million yen)
Net sales 5,034,995
Cost of sales 4,684,470
Gross profit 350,524
Selling, general and administrative expenses 272,326
Operating income 78,197
Non-operating income
Interest income 1,716
Dividend income 5,161
Subsidy income 7,626
Equity in earnings of affiliates 6,820
Others 3,564 24,888
Non-operating expenses
Interest expenses 12,678
Loss on foreign exchange 5,029
Others 3,457 21,165
Ordinary income 81,921
Extraordinary gain
Gain on sales of fixed assets 1,172
Gain on sales of investment securities 2,750
Insurance proceeds 20,539
Others 2,841 27,303
Extraordinary expenses
Impairment loss on fixed assets 19,056
Loss on sales of fixed assets 483
Loss on disposal of fixed assets 2,710
Loss on termination of feasibility study 4,215
Others 1,700 28,165
81,058
Income before income taxes and minority interests
Income taxes - current 34,067
Income taxes - deferred 4,393 38,461
Income before minority interests 42,597
Minority interests 6,302
Net income 36,294
(Note) Figures are indicated by discarding fractions of one million yen.
- 34 -
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY, ETC.
(April 1, 2013 to March 31, 2014)
(million yen)
Shareholders' equity
Common stock Additional
paid-in capital Retained earnings
Treasury stocks Total
shareholders' equity
Balance at April 1, 2013 108,606 71,131 331,529 (118) 511,148
(i) Basis and method of valuation of securities: a. Bonds to be held to maturity: At amortized cost (straight-line method) b. Capital stocks of affiliates: At cost, determined by the moving average
method c. Other securities:
・ Those with market value: At market value, which is determined by the
average of the closing market prices for one
month prior to the close of the fiscal year.
Revaluation differences are all transferred
directly to net assets.
Acquisition costs, which shall be compared
with market value, are determined by the
moving average method.
・ Those without market value: At cost, determined by the moving average
method
(ii) Basis and method of evaluation of inventories:
Merchandise and finished goods
Raw material and supplies: At cost, determined by the gross average
method, in principle (the balance sheet
values are calculated by the write-down
method based on declined margins).
(iii) Basis and method of evaluation of derivatives:
At market value
(2) Method of depreciation of fixed assets:
(i) Tangible fixed assets
(excluding lease assets): By the straight-line method
(ii) Intangible fixed assets
(excluding lease assets): By the straight-line method; provided,
however, that software for internal use is
amortized by the straight-line method on the
estimated useful life of internal use (five
years).
- 56 -
(iii) Lease assets: By the straight-line method on the
assumption that the lease period is the useful
life of the property and the residual value is
zero.
In addition, finance lease transactions which
do not transfer ownership, for which the
commencement date of the transactions was
March 31, 2008 or theretofore, an
accounting method similar to the method for
ordinary lease transactions is applied.
(3) Basis for accounting for allowances and reserves:
(i) Allowance for doubtful accounts: To meet losses from loan default, the
Company sets aside an estimated
uncollectible amount, by taking into
consideration the actual loss rate in respect
of general credits and the individual
possibilities of collection in respect of
specific claims, such as probable
non-performing credits.
(ii) Allowance for bonuses: To meet the payment of bonuses to
employees, the Company sets aside the
portion for the fiscal year under review of an
estimated amount of bonuses to be paid in
the future.
(iii) Retirement allowances for employees: To meet the payment of retirement benefits
to employees, the Company provides an
amount estimated to accrue at the close of
the fiscal year under review, based on the
estimated retirement benefit obligations and
pension plan assets as of the close of each
such fiscal year.
Actuarial differences are treated as expenses,
based on the straight line method for a
specific period of years (ten years) not
exceeding the average remaining years of
service of employees, from the fiscal year
next following the fiscal year when such
differences occur. Prior year service
liabilities are treated as expenses in a lump
sum when such liabilities occur.
(iv) Reserve for repair works: To meet the payment for repair expenses in
the future, the Company sets aside the
portion for the fiscal year under review of an
amount of expenses of inspection and repair
- 57 -
to be defrayed in respect of the oil tanks and
machinery and equipment that require
periodic repairs in the future.
(4) Method of hedge accounting:
(i) Method of hedge accounting: Deferral hedge accounting is applicable.
(Note 1) As of January 1, 2014, the Company conducted a stock split at the rate of four shares for
each share.
(Note 2) The number of shares of treasury stock increased by 33 thousand shares as a result of the
stock split and by 3 thousand shares as a result of the shareholders' requests for purchases
by the Company of less-than-one-unit shares.
5. Notes on tax effect accounting
Principal components of deferred tax assets and deferred tax liabilities:
(Deferred tax assets) (million yen)
Impairment loss on fixed assets 11,621
Reserve for repair works 7,142
Retirement allowances for employees 6,528
Estimated selling prices 4,508
Deferred loss on hedges 3,690
Software 3,271
Tax effect on investments 2,696
Allowance for bonuses 1,920
Business structure improvement expenses 1,203
Unrealized holding gains on other securities 155
Others 4,818
Subtotal of deferred tax assets 47,557
Valuation reserve (7,334)
Total deferred tax assets 40,222
(Deferred tax liabilities)
Reserve for deferred income tax on fixed assets (18,280)
Adjustments for revaluation of inventories (3,746)
Unrealized holding gains (loss) on other securities (2,085)
Reserve for special depreciation (1,467)
Deferred gains (loss) on hedges (576)
Reserve for loss on overseas investment (347)
Total deferred tax liabilities (26,505)
Net deferred tax assets 13,717
6. Notes on the fixed assets used by lease
Financial lease transactions other than those in which ownership of leased property
is considered to be transferred to borrowers:
- 61 -
(1) Amounts equivalent to the acquisition prices, accumulated depreciation and balance
at the end of the year, of leased property:
(million yen)
Amount
equivalent to the
acquisition prices
Amount
equivalent to
accumulated
depreciation
Amount
equivalent to
balance at the end
of the year
Machinery, equipment and vehicles 34 31 2
Tools, furniture and fixtures 12 11 0
Total: 47 43 3
(2) Amount equivalent to the balance of unearned rent at the end of the year:
Lease within one year: ¥4 million
Lease exceeding one year: ¥0 million
Total: ¥4 million
(3) Rent paid for the year, the amount equivalent to depreciation costs and the amount
equivalent to interest paid:
Rent paid: ¥45 million
Amount equivalent to depreciation costs: ¥40 million
Amount equivalent to interest paid: ¥0 million
(4) Method of calculation of the amount equivalent to depreciation costs:
By the straight-line method on the assumption that the lease period is the useful life
of the leased property and the residue value is zero.
(5) Method of calculation of the amount equivalent to interest paid:
The difference between the total rents paid for the year and the amounts equivalent
to the acquisition prices of leased property shall be deemed to be the amount
equivalent to interest and the distribution thereof to each fiscal year shall be made
by the interest method.
- 62 -
7. Notes on transactions with related parties
Attribute Trade name Capital stock
(million yen)
Principal
business
Ratio of voting
rights owned
by the
Company
(owned in the
Company)
Relationship Transaction
Transaction
amount
(million yen)
Account item
End-of-year
balance
(million yen)
Affiliate
Idemitsu
Credit Co.,
Ltd.
1,950
Credit card
and credit
guarantee
business
50.0% Interlocking
directorate
Collection of
trade
receivables
(Note 1)
558,163
(Note 2)
Account
receivable-
other
42,153
Affiliate
Nghi Son
Refinery and
Petrochemical
Limited
Liability
Company
US$1,359,828
thousand
Oil refinery
and
production
and sale of
petrochemical
products
35.1% None
Underwriting
of capital
increase
40,620 - -
Subsidiary
Idemitsu
Canada
Corporation
C$334,000
thousand
Investigation
and promotion
of gas and
related
businesses in
Canada
100% None
Underwriting
of capital
increase
29,714 - -
(Note 1) The Company receives from Idemitsu Credit Co., Ltd. part of trade receivables of petroleum products, etc. for exclusive distributors (after offsets by such
exclusive distributors against credit receivables from Idemitsu Credit Co., Ltd.).
(Note 2) The transaction amount represents a total annual collection amount.
- 63 -
8. Notes on the information per share
(1) Net assets per share (yen): 3,361.47
(2) Net income per share (yen): 171.70
(Note) As of January 1, 2014, the Company conducted a stock split at the rate of four
shares for each share. Net assets per share and net income per share are
calculated on the assumption that the stock split was conducted at the beginning
of the fiscal year under review.
- 64 -
COPY OF ACCOUNT AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL
We have audited the consolidated financial statements, namely, the consolidated
balance sheet, the consolidated statement of income, the consolidated statement of changes
in shareholders' equity, etc. and the notes to consolidated financial statements of Idemitsu
Kosan Co., Ltd. (the "Company"), applicable to its consolidated fiscal year from April 1,
2013 to March 31, 2014 pursuant to Article 444, paragraph 4 of the Companies Act of
Japan.
Management's Responsibility for Consolidated Financial Statements
The responsibility of the Company's management is to prepare and present properly
these consolidated financial statements in accordance with corporate accounting standards
generally accepted in Japan. This includes maintaining and improving internal control
considered necessary by management to prepare and present properly these consolidated
financial statements free of material misstatement by fraud or error.
Account Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements
from an independent standpoint, based on our audit conducted. We conducted our audit in
accordance with auditing standards generally accepted in Japan. Those standards require
- 65 -
us to formulate an audit plan and conduct an audit based thereon to obtain reasonable
assurance about whether these consolidated financial statements are free of material
misstatement.
In an audit, procedures are taken to obtain audit evidence as to the amount in
consolidated financial statements and disclosure thereof. Audit procedures, on our own
judgment, are selected and applied based on our risk assessment of material misstatement in
the consolidated financial statements by fraud or error. An audit is not contemplated to
express an opinion on the effectiveness of internal control. However, in assessing risk, we
assess internal control related to the preparation and proper presentation of these
consolidated financial statements to form a plan for adequate audit procedures according to
conditions. An audit also includes assessing the accounting policies and methods of
application thereof employed by management and estimates made by management, as well
as evaluating the overall consolidated financial statement presentation.
We believe that our audit provides sufficient and appropriate audit evidence forming
a basis for our opinion.
Account Auditors' Opinion
We are of the opinion that the above consolidated financial statements present
properly the financial position and profit and loss of the corporate group comprised of
Idemitsu Kosan Co., Ltd. and its consolidated subsidiaries for the period related to the
consolidated financial statements in all material respects in conformity with the corporate
accounting standards generally accepted in Japan.
Financial Interest
Our firm and the engagement partners do not have any financial interest in the
Company for which disclosure is required under the provisions of the Certified Public
Accountant Act of Japan.
- END -
- 66 -
COPY OF ACCOUNT AUDITORS' REPORT ON THE NON-CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
April 30, 2014
To: The Board of Directors
Idemitsu Kosan Co., Ltd.
Deloitte Touche Tohmatsu LLC
Masahiko Tezuka (seal)
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant
Masahiko Inoue (seal)
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant
Dai Yamamoto (seal)
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant
We have audited the non-consolidated financial statements, namely, the
non-consolidated balance sheet, the non-consolidated statement of income, the
non-consolidated statement of changes in shareholders' equity, etc. and the notes to
non-consolidated financial statements, and the accompanying supplemental schedules of
Idemitsu Kosan Co., Ltd. (the "Company"), applicable to its 99th fiscal year from April 1,
2013 to March 31, 2014 pursuant to Article 436, paragraph 2, item 1 of the Companies Act
of Japan.
Management's Responsibility for Financial Statements, etc.
The responsibility of the Company's management is to prepare and present properly
these financial statements and the accompanying supplemental schedules in accordance with
corporate accounting standards generally accepted in Japan. This includes maintaining and
improving internal control considered necessary by management to prepare and present
properly these financial statements and the accompanying supplemental schedules free of
material misstatement by fraud or error.
- 67 -
Account Auditors' Responsibility
Our responsibility is to express an opinion on these non-consolidated financial
statements and the accompanying supplemental schedules based on our audit conducted.
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require us to formulate an audit plan and conduct an audit based thereon to
obtain reasonable assurance about whether these non-consolidated financial statements and
the accompanying supplemental schedules are free of material misstatement.
In an audit, procedures are taken to obtain audit evidence as to the amount in
non-consolidated financial statements and accompanying supplemental schedules and
disclosure thereof. Audit procedures, on our own judgment, are selected and applied based
on our risk assessment of material misstatement in the non-consolidated financial statements
and the accompanying supplemental schedules by fraud or error. An audit is not
contemplated to express an opinion on the effectiveness of internal control. However, in
assessing risk, we assess internal control related to the preparation and proper presentation
of these non-consolidated financial statements and the accompanying supplemental
schedules to form a plan for adequate audit procedures according to conditions. An audit
also includes assessing the accounting policies and methods of application thereof employed
by management and estimates made by management, as well as evaluating the overall
presentation of these non-consolidated financial statements and the accompanying
supplemental schedules.
We believe that our audit provides sufficient and appropriate audit evidence forming
a basis for our opinion.
Account Auditors' Opinion
We are of the opinion that the non-consolidated financial statements and the
accompanying supplemental schedules referred to above present properly the financial
position and profit and loss of the Company for the period related to the non-consolidated
financial statements and the accompanying supplemental schedules in all material respects
in conformity with the corporate accounting standards generally accepted in Japan.
Financial Interest
Our firm and the engagement partners do not have any financial interest in the
Company for which disclosure is required under the provisions of the Certified Public
Accountant Act of Japan.
- END -
- 68 -
COPY OF THE BOARD OF STATUTORY AUDITORS' AUDIT REPORT
AUDIT REPORT
We, the Board of Statutory Auditors of the Company, based on the audit report
prepared by each Statutory Auditor on the performance by the Directors of their duties
during the 99th fiscal year from April 1, 2013 to March 31, 2014, have prepared this audit
report upon deliberation and hereby report unanimously as follows:
1. Method of audit by the Statutory Auditors and the Board of Statutory Auditors and the
particulars thereof:
The Board of Statutory Auditors determined the audit policy and audit plans for the
fiscal year under review, received from each Statutory Auditor reports on the state of his
performance of audits and the results thereof, and also received from the Directors, etc. and
the account auditors reports on the state of performance of their duties and demanded their
explanations whenever necessary.
Each Statutory Auditor, pursuant to the rules of audits by the Statutory Auditors
determined by the Board of Statutory Auditors and in accordance with the audit policy,
assignment of duties among them, etc., maintained constant communication with the
Directors, the Internal Audit Office and other employees, etc. in an effort to collect
information and improve the environment for auditing, attended meetings of the Board of
Directors and other important meetings, received from the Directors and employees, etc.
reports on the state of performance of their duties, demanded their explanations whenever
necessary, inspected important decision documents, etc., and made investigation into the
state of activities and property at the head office and principal business offices of the
Company. We also monitored and verified the details of the resolutions of the Board of
Directors for establishing systems to secure that the performance by the Directors of their
duties will comply with laws or ordinances and the Articles of Incorporation and such other
systems provided for in Article 100, paragraphs 1 and 3 of the Regulations to Enforce the
Companies Act of Japan as necessary to secure the adequacy of business of joint-stock
corporations, as well as the status of the formulation and operation of the systems (internal
control systems) established pursuant to such resolutions.
With regard to internal control over financial reporting, we received from the
Directors, etc. and the account auditors reports on the state of evaluation and audits of the
internal control and demanded explanations whenever necessary.
With regard to its subsidiaries, we maintained constant communication and
exchanged information with the directors, statutory auditors, etc. thereof and required the
subsidiaries to render reports on their business operations or made on-site investigation into
the state of their activities and property whenever necessary.
In accordance with such methods, we investigated the business report and its
supplementary schedules for the fiscal year under review.
- 69 -
We also monitored and verified whether the account auditors had maintained an
independent position and conducted adequate audits, and received from the account auditors
reports on the state of performance of their duties and demanded their explanations
whenever necessary. In addition, we received from the account auditors a notice that the
"systems to secure adequate performance of duties" (as listed in the items of Article 131 of
the Regulations on Corporate Accounts) had been established in accordance with the
"Standard for Quality Control Concerning Audits" (the Accounting Standards Board of
Japan, October 28, 2005) and demanded their explanations whenever necessary. In
accordance with such methods, we investigated the non-consolidated financial statements
(the non-consolidated balance sheet, the non-consolidated statement of income, the
non-consolidated statement of changes in shareholders' equity, etc. and the notes to
non-consolidated financial statements) and the accompanying supplemental schedules, as
well as the consolidated financial statements (the consolidated balance sheet, the
consolidated statement of income, the consolidated statement of changes in shareholders'
equity, etc. and the notes to consolidated financial statements), for the fiscal year under
review. 2. Results of audit: (1) Results of audit of the business report, etc.:
We are of the opinion:
(i) That the business report and its supplementary schedules present fairly the state of
the Company in accordance with laws or ordinances and the Articles of
Incorporation;
(ii) That in connection with the performance by the Directors of their duties, no
dishonest act or material fact of violation of laws or ordinances or the Articles of
Incorporation exists; and
(iii) That the details of the resolutions of the Board of Directors on internal control
systems are proper and that the performance by the Directors of their duties
concerning such internal control systems, including internal control over financial
reporting, contains nothing to be pointed out. With regard to internal control over
financial reporting, we have received from the Directors, etc. and the account
auditors reports that there exists no material inadequacy to be disclosed at the time
of preparing this audit report.
(2) Results of audit of the non-consolidated financial statements and the accompanying
supplemental schedules:
We are of the opinion that the method and results of the audit made by the account
auditors are proper. (3) Results of audit of the consolidated financial statements:
We are of the opinion that the method and results of the audit made by the account
auditors are proper.
- 70 -
May 12, 2014
The Board of Statutory Auditors
Idemitsu Kosan Co., Ltd.
Kiyonobu Kobayashi (seal)
Full-time Statutory Auditor
Katsuo Sato
Full-time Statutory Auditor
Minoru Koyama (seal) (Outside) Statutory Auditor
Taigi Ito (seal)
(Outside) Statutory Auditor
Michiyoshi Kuriyama (seal)
(Outside) Statutory Auditor
- END -
- 71 -
Reference Document for the General Meeting of Shareholders
Proposition No. 1: Amendment to the Articles of Incorporation
1. Reasons for the amendment:
It is hereby proposed that upon appointing outside Directors, the Company be allowed
to enter into agreements with them to limit their liabilities.
Each Statutory Auditor has consented to this proposition.
2. The particulars of the proposed amendment:
The particulars of the proposed amendment are as follows:
(The underlines show the portions to be amended.)
Existing Articles of Incorporation Proposed amendment
(Limitation of Liability of Directors)
Article 27. According to Article 426,
paragraph 1 of the Companies Act, this
company may exempt a director (including a
person used to be a director) from his or her
liability regarding damages arising from the
negligence in performing his or her duties as
a director up to the amount that may be
exempted pursuant to laws or ordinances by
a resolution of the Board of Directors.
(To be newly established)
(Limitation of Liability of Directors)
Article 27. According to Article 426,
paragraph 1 of the Companies Act, this
company may exempt a director (including a
person used to be a director) from his or her
liability regarding damages arising from the
negligence in performing his or her duties as
a director up to the amount that may be
exempted pursuant to laws or ordinances by
a resolution of the Board of Directors.
2. According to Article 427, paragraph 1
of the Companies Act, this company may
enter into an agreement with outside
director(s) to exempt the outside director
from his or her liability regarding damages
arising from the negligence in performing
his or her duties as a director, provided
however that the limitation of the liability
thereof shall be up to the amount that is
prescribed in laws or ordinances.
- 72 -
Proposition No. 2: Election of eleven (11) Directors
The term of office of all of the Directors will expire at the close of this Ordinary
General Meeting of Shareholders. Hence, it is hereby proposed that eleven (11) Directors
be elected.
The candidates for Director are as follows:
Candidate
No.
Name
(Date of birth)
Brief history and position and assignment in the Company
(and important concurrent office)
Number of shares
of the Company
held by Candidate
1. Kazuhisa Nakano
(January 4, 1948)
April 1971 Joined the Company
37,996 shares
June 2002 President of Idemitsu Oil & Gas Co., Ltd.
April 2003 Executive Officer and General Manager of Personnel Department
June 2004 Director and General Manager of Personnel Department
June 2005 Managing Director and General Manager
of Personnel Department
June 2006 Managing Director
June 2007 Executive Vice President and Director
June 2009 President
June 2013 Chairman (to date)
2. Takashi Tsukioka
(May 15, 1951)
April 1975 Joined the Company
26,360 shares
July 2002 General Manager of Kobe Branch
April 2005 General Manager of Chubu Branch
June 2007 Executive Officer and General Manager of Supply and Demand Department
June 2008 Managing Executive Officer and General Manager of Supply and Demand Department
June 2009 Director and General Manager of Supply and Demand Department
June 2010 Managing Director and Executive Corporate Officer and General Manager of Corporate Planning Department
April 2011 Managing Director
June 2012 Executive Vice President and Director
June 2013 President (to date)
- 73 -
Candidate
No.
Name
(Date of birth)
Brief history and position and assignment in the Company
(and important concurrent office)
Number of shares
of the Company
held by Candidate
3.
Yoshihisa
Matsumoto
(January 9, 1953)
April 1977 Joined the Company
23,457 shares
April 2007 General Manager of Corporate Planning Office
June 2008 General Manager of Corporate Planning Department
June 2008 Executive Officer and General Manager of Electronic Materials Department
June 2009 Managing Executive Officer and General Manager of Electronic Materials Department
June 2010
June 2012
Managing Director
Executive Vice President and Director
(to date)
Assistant to President (petrochemicals, functional materials and research divisions), responsible for Intellectual Property Division, Lubricating Oil Department, Electronic Materials Department and Advance Technology Laboratory
4. Daisuke Seki
(September 2, 1954)
April 1977 Joined the Company
April 2007 Deputy General Manager of Chiba Refinery and Deputy General Manager of Chiba Plant
June 2009 Executive Officer and General Manager of Sales Department
April 2011 Executive Officer and General Manager of Supply and Demand Department
July 2011 Managing Executive Officer and General Manager of Supply and Demand Department
12,908 shares
June 2012 Director, Managing Executive Officer and General Manager of Supply and Demand Department
June 2013 Managing Director (to date)
In general control over sales and supply
and demand (Sales Department, New
Energy Department, Supply and Demand
Department, Distribution Department,
Astomos Energy Corporation and
Idemitsu Credit Co., Ltd.)
- 74 -
Candidate
No.
Name
(Date of birth)
Brief history and position and assignment in the Company
(and important concurrent office)
Number of shares
of the Company
held by Candidate
5. Yasunori Maeda
(July 15, 1952)
April 1976 Joined the Company
22,721 shares
April 2003 General Manager of Hokuriku Branch
April 2005 General Manager of New Business
Promotion Department
June 2009 Director
June 2010 Director and Managing Executive
Officer and General Manager of Supply
and Demand Department
April 2011 Director
June 2011 Managing Director (to date)
In charge of overseas fuels business
(Vietnam Business Office, Idemitsu Asia
and Idemitsu Tanker Co., Ltd.)
6. Hiroshi Seki
(November 1, 1954)
April 1977 Joined the Company
12,142 shares
April 2005 General Manager of Hokuriku Branch
April 2007 Executive Officer and General Manager of Industrial Energy Department
June 2008 Executive Officer and General Manager of Lubricating Oil Department
April 2011 Executive Officer and General Manager of Corporate Planning Department
July 2011 Managing Executive Officer and General Manager of Corporate Planning Department
June 2012 Director, Managing Executive Officer and General Manager of Corporate Planning Department
April 2013 Director, Managing Executive Officer and General Manager of Resources Department
Responsible for New Energy Office and Resources Department
June 2013 Managing Director (to date)
In general control over resources
(Resources Department I, Resources
Department II and Gas Business Office)
- 75 -
Candidate
No.
Name
(Date of birth)
Brief history and position and assignment in the Company
(and important concurrent office)
Number of shares
of the Company
held by Candidate
7. Katsumi Saito
(August 8, 1955)
April 1978 Joined the Company
6,985 shares
July 2005 Deputy General Manager of Kansai
Branch Office
April 2007 Deputy General Manager of Corporate
Planning Office
June 2008 Deputy General Manager of Corporate
Planning Department
April 2010 Executive Officer and General
Manager of Agribio Department
June 2013 Director (to date)
In charge of agricultural biotechnology
and functional materials (Agribio
Business Div, Functional Materials
Department and Idemitsu Unitech Co.,
Ltd.)
8.
Takashi Matsushita
(July 9, 1956)
April 1979 Joined the Company
6,536 shares
Oct. 2004 Deputy General Manager of Hokkaido
Refinery
April 2007 Deputy General Manager of
Manufacturing Department
April 2010 Executive Officer and General
Manager of Tokuyama Refinery and
General Manager of Tokuyama Plant
April 2013 Executive Officer and General
Manager of Manufacturing and
Engineering Department
June 2013 Director, Managing Executive Officer
and General Manager of
Manufacturing & Technology
Department (to date)
In general control over manufacturing
and engineering (Manufacturing &
Technology Department, refineries,
petrochemical plants, Technology &
Engineering Center and Idemitsu
Engineering Co., Ltd.)
- 76 -
Candidate
No.
Name
(Date of birth)
Brief history and position and assignment in the Company
(and important concurrent office)
Number of shares
of the Company
held by Candidate
9.
Shunichi Kito
(April 6, 1956)
April 1980 Joined the Company
5,736 shares
April 2005 Deputy General Manager of Personnel
Department
July 2008 Deputy General Manager of
Accounting Department
June 2011 Executive Officer and General
Manager of Accounting Department
June 2013 Director, Managing Executive Officer
and General Manager of Accounting
Department (to date)
In charge of accounting, public
relations and CSR (Accounting
Department and Public Relations and
CSR Office)
10. Eri Yokota
(August 25, 1960)
April 1995 Full-time Lecturer, Faculty of
Economics of Musashi University
-
April 2001 Professor of Musashi University after
serving as Assistant Professor
April 2005 Professor, Faculty of Business and
Commerce of Keio University
(current) (to date)
11. Ryosuke Ito
(January 26, 1955)
April 1983 Registered as attorney at law
Joined Nishimura and Sanada
June 1988 Graduated from New York University
School of Law (M.C.J.)
Joined De Bandt, van Hecke & Lagae in
Brussels, Belgium
Sept. 1988 Joined Graham & James in San
Francisco
June 1989 Admitted to the bar in New York -
Nov. 1990 Admitted to the bar in California
Dec. 1991 Joined TMI Associates as partner
(current)
June 2001 Part-time Lecturer, Doshisha University,
Graduate School (current)
Oct. 2005 Part-time Lecturer, Hitotsubashi
University, Law School (current)
(to date)
(Notes) 1. There is no special relationship between any candidate for Director and the
Company.
2. Ms. Eri Yokota and Mr. Ryosuke Ito are candidates for outside Director.
3. It is hereby proposed that Ms. Eri Yokota be elected as outside Director to reflect
her long experience and wide knowledge as a university professor. She has not
engaged in corporate management. However, management has judged that she
will be able to perform her duties as an outside Director properly as she is familiar
with corporate accounting as a university professor and has full knowledge about
corporate management.
- 77 -
4. It is hereby proposed that Mr. Ryosuke Ito be elected as outside Director to reflect
his long experience and wide knowledge as an attorney at law. He has not
engaged in corporate management. However, management has judged that he
will be able to perform his duties as an outside Director properly as he is familiar
with corporate legal affairs as an attorney at law and has full knowledge about
corporate management.
5. The Company plans to enter into an agreement with each of Ms. Eri Yokota and
Mr. Ryosuke Ito to limit the liability for damages provided for in Article 423,
paragraph 1 of the Companies Act of Japan pursuant to the provision of Article
427, paragraph 1 of the said act. The limit on the liability under the agreement
shall be the amount as provided for in laws or ordinances.
6. Ms. Eri Yokota and Mr. Ryosuke Ito satisfy the requirements for an independent
officer under the rules of the Tokyo Stock Exchange. The Company plans to
register them as independent officers with the Tokyo Stock Exchange.
7. The number of shares of the Company held by each Candidate for Director
includes his interests in the Idemitsu Officer Stockholders Committee.
- 78 -
Proposition No. 3: Election of two (2) Statutory Auditors
Statutory Auditors Messrs. Kiyonobu Kobayashi and Minoru Koyama will retire upon
expiration of the term of office at the close of this Ordinary General Meeting of Shareholders.
Hence, it is hereby proposed that two (2) Statutory Auditors be elected.
The Board of Statutory Auditors has consented to this proposition.
The candidates for Statutory Auditor are as follows:
Candidate
No.
Name
(Date of birth)
Brief history and position and assignment in the
Company (and important concurrent office)
Number of shares
of the Company
held by Candidate
1.
Takanori
Kuniyasu
(March 26,
1957)
April 1979 Joined the Company
5,230 shares
April 2006 Deputy General Manager of General Affairs Department of the Company
June 2010 President, Idemitsu Techno Fine Co., Ltd.
July 2013 Principal Associate of General Affairs Department of the Company (to date)
2.
Shoichiro
Niwayama
(January 11,
1946)
April 1971 Registered as attorney at law
-
April 1994 Executive Governor, Japan Federation of Bar Associations
Vice Chairman, Daini Tokyo Bar Association
April 1999 Director, Yamato Servicer, Co., Ltd.
Oct. 1999 Special Committee Member, Central Construction Dispute Committee, Ministry of Construction (currently, Ministry of Land, Infrastructure, Transport and Tourism) (current)
May 2004 Representative Director, Japan Civil Liberties Union
April 2008 Vice President, Japan Federation of Bar Associations
President, Daini Tokyo Bar Associations
July 2008 Chairman, Legislative Measures Center, Japan Federation of Bar Associations
April 2009 Vice President, Japan Political Association of Attorneys (current)
Oct. 2010 Executive Director, Japan Law
Foundation (current) (to date)
(Notes) 1. There is no special relationship between each of the candidates for Statutory
Auditor and the Company.
2. Mr. Shoichiro Niwayama is a candidate for outside Statutory Auditor.
- 79 -
3. It is hereby proposed that Mr. Shoichiro Niwayama be elected as outside
Statutory Auditor to reflect his long experience and wide knowledge as an
attorney at law. Management has judged that he will be able to perform his
duties as an outside Statutory Auditor properly as he has engaged in
corporate management and also is familiar with, and has full knowledge
about, corporate legal affairs as an attorney at law.
4. The Company plans to enter into an agreement with Mr. Shoichiro Niwayama
to limit the liability for damages provided for in Article 423, paragraph 1 of
the Companies Act of Japan pursuant to the provision of Article 427,
paragraph 1 of the said act. The limit on the liability under the agreement
shall be the amount as provided for in laws or ordinances.
5. Mr. Shoichiro Niwayama satisfies the requirements for an independent officer
under the rules of the Tokyo Stock Exchange. The Company plans to
register him as an independent officer with the Tokyo Stock Exchange.
6. The number of shares of the Company held by each Candidate for Statutory
Auditor includes his interests in the Idemitsu Employee Stockholders