Daiwa Securities Group Inc
01 June 2006
(Note: This English translation of the Japanese original version of the notice
has been prepared for the sole purpose of convenience of non-Japanese
shareholders and shall by no means constitute an official or binding version of
the notice.)
May 31, 2006
To: Our Shareholders
Daiwa Securities Group Inc.
6-4, Otemachi 2-chome,
Chiyoda-ku, Tokyo
President and CEO
Shigeharu Suzuki
Notice of Convocation of
the 69th Ordinary General Meeting of Shareholders
Dear Shareholders:
You are hereby notified that the 69th Ordinary General Meeting of Shareholders
will be held as stated below. You are respectfully requested to attend the
meeting.
As you may exercise your voting rights in writing, in the event that you are
unable to attend the aforesaid meeting, please study the 'Reference Document for
the General Meeting of Shareholders' and indicate on the 'Voting Rights Exercise
Form' enclosed herewith your approval or disapproval of the items on the agenda
and return the form to Daiwa Securities Group Inc. ('Company')
Also, the Company allows you to exercise your voting rights of the aforesaid
meeting via electronic device, such as the Internet. In the event that you
exercise your voting rights via the Internet, please access the web site of the
Company, http://www.webdk.net/, using the 'Voting Rights Exercise Code' and the
preliminary password indicated on the 'Voting Rights Exercise Form' enclosed
herewith. Then, please study the 'Reference Document for the General Meeting of
Shareholders' and vote to approve or disapprove in accordance with the guidance
on the web.
Particulars
1. Date and time of the meeting: 10:00 a.m., Saturday, June 24, 2006
2. Place of the meeting: Goshiki Convention Center, Akasaka Prince
Hotel
1-2, Kioi-cho, Chiyoda-ku,
Tokyo
The Place of the meeting is different from that of last year's. Please refer to
the information map on the ending page. Please be careful not to mistakenly go
to the wrong location.
* Lecture presentations will be held after the Ordinary General Meeting of
Shareholders. Please refer to the 'Invitation for Lecture Presentation for
Shareholders' and attend it in addition.
3. Matters to be dealt with at the meeting:
Matters for reporting:
1. Report on the contents of the Business Report, the Balance Sheet and the
Income Statements of the 69th business year (From April 1, 2005 to March 31,
2006), and report on the purchase of treasury stock based on the resolution of
the Board of Directors authorized by the Articles of Incorporation
2. Report on the contents of the Consolidated Balance Sheet and the
Consolidated Income Statements of the 69th business year (From April 1, 2005 to
March 31, 2006) and the outcome of an audit of the Consolidated Financial
Documents conducted by the Independent Auditors and the Audit Committee
3. Report on the contents and reasons, etc. of the Appropriation of Retained
Earnings for the 69th business year
Matters for resolution:
First item of business:@Partial Amendment of the Articles of Incorporation
Second item of business:@Election of Thirteen (13) Directors
Third item of business:Issuance of New Stock Subscription Rights as Stock
Options
The financial statements, consolidated financial statements and copies of audit
reports, which should be attached to the Notice of Convocation, are provided in
the attached 'Report for the 69th Business Year.'
4. Information for Exercise of Voting Rights
In the event that you exercise your voting rights in writing or via electronic
device, please exercise your voting rights with reference to 'Exercise of voting
rights when you cannot attend this General Meeting of Shareholders.'
5. Method of Notice to Shareholders
In the event that the matters which modify the contents of the attached
documents or the Reference Document for the General Meeting of Shareholders
occur the day before the meeting, the Company will post notices on the web site
of the Company, http://www.daiwa.jp/ir/shareholders/shareholders_04.cfm.
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• If you attend the meeting in person, please submit the 'Voting
Rights Exercise Form' enclosed herewith to the receptionist at the place of the
meeting.
• Exercising your voting rights by proxy is allowed only if you
delegate your voting rights to a proxy who is a shareholder of the Company
entitled to vote. If you exercise your voting rights by proxy, the proxy's
Voting Rights Exercise Form would be required in addition to the letter of proxy
to prove the proxy. Furthermore, delegation of your voting rights is limited to
only one proxy.
• If you exercise your voting rights in a non-uniform manner, inform
the Company, in writing, of your intention to exercise your voting rights in a
non-uniform manner and the reason for it three days before the meeting.
• If you are a Company's nominee shareholder, like a custodian,
including a standing proxy, and if you have applied in advance for the proxy
voting service, utilizing a web-based voting platform, for institutional
investors managed by Investor Communications Japan Inc., you may use the
platform as a method, instead of the Internet, of exercising your voting rights
via electronic device.
Reference Document for the General Meeting of Shareholders
1. Number of Voting Rights owned by Shareholders entitled to Vote: 1,311,619
voting rights
2. Matters to be Resolved and Matters for Reference:
First item of business: Partial Amendment of the Articles of Incorporation
(1) Reasons for Amendments
1) Upon the enactment of the Corporation Law (Law No. 86, 2005), Corporation Law
Enforcement Regulations (Ministry of Justice Ordinance No. 12, 2006), and
Corporation Accounting Regulations (Ministry of Justice Ordinance No. 13, 2006)
on May 1, 2005, the Company will propose to amend parts of the Articles of
Incorporation for the following reasons.
a) A proposed amendment of Article 16 (Disclosure of Reference Documents for
General Meeting of Shareholders, etc., through the Internet) will be newly added
in order to enable a variety of the methods of disclosure to shareholders of
information for the General Meeting of Shareholders.
b) A proposed amendment of Paragraph 2 of Article 25 (Method of Resolutions)
will be newly established to the effect that a resolution is deemed to be
adopted by the directors' approval in either written or electronic methods in
order to effectively operate the meeting of the Board of Directors.
c) A proposed amendment of Article 45 (Record Date for Dividends from Surplus)
will be newly established in order to pay the dividend distributions to
shareholders in a timely manner.
d) Upon the enactment of the 'Act for Amendments of Relevant Laws upon
Enforcement of the Corporation Law' (Law No. 87, 2005) of Japan, reflecting
certain matters to be deemed included in the Articles of Incorporation, it is
proposed that Article 6, 19 and 39 be newly defined and to amend Article 10 and
Article 41 of the current Article of Incorporation (Article 11 and Article 44 of
the proposed amendments).
e) Other than the above-mentioned issues, it is proposed that all the relevant
matters, including clarifying the rights pertaining to shares constituting less
than one unit (Article 8 of the proposed amendments), will be amended.
2) Upon enactment of 'Act for Amendments of a part of Commercial Code, etc. for
an introduction of electronic public notices' (Law No. 87, 2004) on February 1,
2005, and based on increased recognition of electronic public notices,
considering improvements in convenience for access of public notices and
reduction of expenses for public notices, a proposed amendment will change the
method of public notices of the Company to electronic public notices and
describe measures in case the Company is unable to give an electronic public
notice because of an accident or any other unavoidable reason (Article 4 of the
proposed amendments).
(2) Contents of Amendment
Proposed amendments are as follows.
(The underline parts are to be amended)
Current Articles of Incorporation Proposed Amendments
ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION
CHAPTER I CHAPTER I
GENERAL PROVISION GENERAL PROVISION
(Corporate Name) (Corporate Name)
Article 1. The Company shall be called Article 1.(Not amended)
'Kabushiki Kaisha Daiwa Shoken Group Honsha.'
2.It shall be translated into English as 'Daiwa 2. (Not amended)
Securities Group Inc.'
(Purposes) (Purposes)
Article 2. The purposes of the Company shall be Article 2. The purposes of the Company shall be
to hold shares of companies engaging in the to hold shares or equity interests of companies
following business and shares of foreign engaging in the following business and shares
companies engaging in the business equivalent or equity interests of foreign companies
thereto, and thereby control and manage the engaging in the business equivalent thereto,
business activity of these companies: and thereby control and manage the business
activity of these companies:
(1)To do securities business as provided for (1)(Not amended)
under the Securities and Exchange Law;
(2)To do investment trust entrustment business (2)(Not amended)
as provided for under the Law Concerning
Investment Trusts and Investment Companies;
(3)To do the business of asset management for (3)(Not amended)
investment companies and asset custodial
companies as provided for under the Law
Concerning Investment Trusts and Investment
Companies;
(4)To conduct investment advisory business or (4)(Not amended)
business relating to a discretionary investment
advisory agreement, as provided for under the
Law Concerning Regulations etc. of Investment
Advisory Business Relating to Securities;
(5) To do business relating to finance (5)(Not amended)
including, but not limited to, banking business
as provided for under the Banking Law, in
addition to the business in each of the
foregoing paragraphs;
(6) To do research and investigation into (6)(Not amended)
economies and financial and capital markets in
domestic and foreign markets, and to be
entrusted with such research and investigation;
(7)To be entrusted with calculation service by (7)(Not amended)
using a computer;
(8)To develop and sell software; (8)(Not amended)
(9)To do the business of sale, purchase and (9)(Not amended)
lease of real estate and their brokerage;
(10)To do trust business as provided for under (10)(Not amended)
the Trust Business Law;
(11) To do the business of offering life (11)(Not amended)
insurance contracts and to engage in the
non-life insurance agency business;
(12)To do securities handling and (12)(Not amended)
administration business;
(13)To do business relating to publishing, (13)(Not amended)
advertisement agency, broadcasting, and other
information services; and
(14)To do business relating to education and (14)(Not amended)
culture.
2.The Company can engage in any and all 2.(Not amended)
business incidental or relating to any of the
business in the foregoing paragraph.
(Location of Head Office) (Location of Head Office)
Article 3.The head office of the Company shall Article 3.(Not amended)
be located in Chiyoda-ku, Tokyo.
(Method of Public Notices) (Method of Public Notices)
Article 4.All public notices of the Company Article 4.The method of public notices of the
shall be given in The Nihon Keizai Shimbun Company shall be electronic public notices;
generally circulated in Tokyo. provided that if the Company is unable to give
an electronic public notice because of an
accident or any other unavoidable reason,
public notices of the Company may be given in
the Nihon Keizai Shimbun.
(Company with Committee)
Article 5.As a company with committees, as such (Deleted)
is provided for under the Law for Special
Exceptions to the Commercial Code concerning
Audits, etc. of Corporations (hereinafter, 'The
Law for Special Exceptions to the Commercial
Code') , the Company shall be subject to the
special exceptions provided for under Chapter
2, Paragraph 4 of The Law for Special
Exceptions to the Commercial Code.
CHAPTER II CHAPTER II
SHARES SHARES
(Total Number of Shares authorized to be issued (Total authorized shares)
by the Company)
Article 6.Total number of Shares authorized to Article 5. The total shares authorized to be
be issued by the Company shall be four billion issued by the Company shall be four billion
(4,000,000,000) shares; provided that if shares (4,000,000,000) shares.
are cancelled, the total number of Shares shall
be decreased by the relevant numbers
corresponding thereto.
(Repurchase of the Company's Shares)
Article 7.Pursuant to the provisions of Item 2, (Deleted)
Clause 1, Article 211-3 of the Commercial Code,
the Company may repurchase its own shares
through the adoption of a resolution by its
Board of Directors.
(New) (Issue of share certificates)
Article 6. The Company shall issue share
certificates for its shares.
(Number of Shares Constituting One Unit of (Number of Shares Constituting One Unit of
Shares and Non-issuance of Share Certificate Shares and Non-issuance of Share Certificate
representing less than One Unit ('Tangen') representing less than One Unit ('Tangen'))
Article 8.With respect to shares of the Article7. (Not amended)
Company, one thousand (1,000) shares shall
constitute one unit('Tangen').
2.The Company shall not issue share 2. Notwithstanding the provisions of the
certificates representing 'shares constituting preceding Article, the Company shall not issue
less than one unit ('Tangen-miman-Kabu')'; share certificates representing 'shares
provided that the foregoing shall not apply if constituting less than one unit
the Share Handling Regulations provides ('Tangen-miman-Kabu')'; provided that the
otherwise. foregoing shall not apply if the Share Handling
Regulations provides otherwise.
(New) (Rights pertaining to shares constituting less
than one unit)
Article 8. Any shareholder of the Company
(including beneficial shareholders; the same
being applicable hereafter) shall not exercise
any right pertaining to shares which do not
constitute a unit of the shares he/she has
except for the following rights:
(1)a request for the repurchase of shares
constituting less than one unit and other
rights granted by the items listed in Article
189, Clause 2 of the Corporation Law.
(2)a right to make a request pursuant to
Article 166, Clause 1 of the Corporation Law.
(3)a right to be allotted offered shares of
offered stock acquisition rights in proportion
to the number of shares owned by a shareholder.
(4)a right to make a request pursuant to the
following Article.
(New) (Request to Buy up to One Unit of Shares)
Article 9. A shareholder holding shares
constituting less than one unit may request the
Company to sell to the shareholder such amount
of shares that will, when added together with
the shares constituting less than one unit,
constitute one unit.
(Share Handling Regulations) (Share Handling Regulations)
Article 9.All procedures and formalities Article 10.The business relating to shares of
relating to the shares of the Company, the Company shall, except as provided in the
including but not limited to the denominations applicable provisions set forth herein or any
of share certificates, registration of transfer applicable laws, be governed by the Share
of shares shall be subject to the provisions Handling Regulations established by the Board
set forth in the Share Handling Regulations of Directors.
established by the Board of Directors, as well
as the applicable provisions set forth herein.
(Transfer Agent) (Administrator of the Company's Shareholders'
Register)
Article 10.The Company shall have a Share Article 11. The Company shall have an
Transfer Agent. The Share Transfer Agent shall Administrator of the Company's Shareholders'
undertake and handle the registration of Register.
transfer of shares and all other business
relating to the Company's shares for and on
behalf of the Company.
(New) 2. The Company shall cause the Administrator of
the Company's Shareholders' Register to handle
the business relating to the Register of
Shareholders (including the Register of
Beneficial Shareholders; the same being
applicable hereafter), the Register of Stock
Acquisition Rights, and the Register of Lost
Share Certificate of the Company, and the
Company shall not handle the above business
directly.
2.The Shareholders Register (including Register 3.The Register of Shareholders, the Register of
of Beneficial Shareholders; the same being New Stock Subscription Rights and the Register
applicable hereafter) and the Register of Lost of Lost Share Certificate of the Company shall
Share Certificates of the Company shall be kept be kept at the office of the Administrator of
at the office of the Share Transfer Agent where the Company's Shareholders' Register where it
he shall perform his duties as such. shall perform its duties as such.
3.Such Share Transfer Agent and his particular 4.Such Administrator of the Company's
office or offices where he shall perform his Shareholders' Register and its particular
duties as such shall be appointed or designated office or offices where it shall perform its
by an Executive Officer and public notice duties as such shall be appointed or designated
thereof shall be given. by the Executive Officer and public notice
thereof shall be given accordingly.
(Registration of Names, Addresses and Seal (Registration of Names, Addresses and Seal
Impressions, etc.) Impressions, etc.)
Article 11.Shareholders (including beneficial Article 12. Shareholders (including beneficial
shareholders; the same being applicable shareholders; the same being applicable
hereafter) and their registered or logged hereafter) and their registered or logged
pledgees or their legal representatives shall pledgees or their legal representatives shall
register their names, addresses and seal register their names, addresses and seal
impressions with the Company's Share Transfer impressions with the Administrator of the
Agent. Company's Shareholders' Register.
2.In the event any person referred to in the 2. In the event any person referred to in the
preceding paragraph resides abroad, he shall preceding paragraph resides abroad, he/she
designate his temporary address in Japan or shall designate his/her temporary address in
appoint a resident agent in Japan and notify Japan or appoint a resident agent in Japan and
the Share Transfer Agent of such designation or notify the Administrator of the Company's
appointment. Shareholders' Register of such designation or
appointment.
3.Any and all subsequent changes in any of the 3.(Not amended)
matters registered or notified pursuant to
either of the preceding two paragraphs shall
also require registration or notification.
(Request to Buy up to One Unit of Shares)
Article 12.Shareholders who own shares (Deleted)
constituting less than one unit of shares ('
Tangen-miman-Kabu'), may request the Company to
sell up to the number of shares which will meet
the requirement of a unit in addition to such
shares owned by such shareholders.
(Record Date)
Article 13.The Company shall deem those (Deleted)
shareholders whose names appear or are logged
in the Shareholders Register at the close of
business on the 31st day of March each year as
shareholders entitled to attend and exercise
their rights at the Ordinary General Meeting of
Shareholders.
2.Pursuant to the preceding paragraph, the (Deleted)
Company may, from time to time whenever deemed
necessary, fix a certain date by a decision of
an Executive Officer and upon giving public
notice deem those shareholders and their
registered pledgees whose names appear or are
logged in the Shareholders Register on that day
as Shareholder and their pledgees entitled to
exercise appropriate rights.
CHAPTER III CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS GENERAL MEETINGS OF SHAREHOLDERS
(Ordinary General Meeting and Extraordinary (Ordinary General Meeting and Extraordinary
General Meeting) General Meeting)
Article 14.An Ordinary General Meeting of Article 13.An Ordinary General Meeting of
Shareholders of the Company shall be convened Shareholders of the Company shall be convened
and held within three (3) months after the end and held within three (3) months after the day
of each fiscal year, and an Extraordinary following the end of each business year, and an
General Meeting of Shareholders may be convened Extraordinary General Meeting of Shareholders
whenever necessary. may be convened whenever necessary.
(New) (Record Date of Ordinary General Meeting of
Shareholders)
Article 14. The Company shall deem those
shareholders whose names appear or are logged
in the Shareholders Register on 31 March of
each year as shareholders entitled to attend
and exercise their rights at the Ordinary
General Meeting of Shareholders.
(Chairman of Meetings) (Chairman of Meetings)
Article 15.The President and Executive Officer Article 15. The Director who is concurrently in
shall convene General Meeting of Shareholders office as the President and Executive Officer
upon resolutions of the meetings of the Board shall convene a General Meeting of Shareholders
of Directors and shall act as chairman thereat. upon resolutions of the meetings of the Board
of Directors and shall act as chairman thereat.
2.In the event that the office of the President 2. In the event that the office of Director who
and Executive Officer is vacant or he fails or is concurrently in office as the President and
is unable to act, one of the other Executive Executive Officer is vacant or he/she fails or
Officers shall act in his place in accordance is unable to act, one of the other Directors
with the order fixed in advance by the Board of shall act in his/her place in accordance with
Directors. the order fixed in advance by the Board of
Directors.
(New) (Disclosure of Reference Documents for General
Meeting of Shareholders, etc., through the
Internet)
Article 16. Upon convening a General Meeting of
Shareholders, it may be deemed that the Company
has provided shareholders with necessary
information that should be described or
indicated in reference documents for the
General Meeting of Shareholders, business
reports, non-consolidated financial statements,
and consolidated financial statements, on
condition that such information is disclosed
through the Internet in accordance with the
Ministry of Justice Ordinance.
(How to Adopt Resolutions) (How to Adopt Resolutions)
Article 16.Unless otherwise provided by law or Article 17.Unless otherwise provided by law or
by these Articles of Incorporation, all by these Articles of Incorporation, all
resolutions at a General Meeting of resolutions at a General Meeting of
Shareholders shall be adopted by a majority of Shareholders shall be adopted by a majority of
the voting rights of the shareholders present the voting rights of the attending shareholders
or represented at the Meeting. who are entitled to exercise their voting
rights.
2.Resolutions set forth in Article 343 of the 2. Resolutions set forth in Article 309, Clause
Commercial Code shall be made by a vote of 2 of the Corporation Law shall be made by a
two-third (2/3) or more of the voting rights vote of two-thirds (2/3) or more of the voting
owned by shareholders representing one-third (1 rights owned by the attending shareholders who
/3) or more of the total number of voting hold one-third (1/3) or more of the voting
rights. rights of shareholders who are entitled to
exercise their voting rights.
(Exercise of Voting Rights by Proxy) (Exercise of Voting Rights by Proxy)
Article 17.A shareholder of the Company may Article 18.A shareholder of the Company may
exercise his voting rights by proxy who shall exercise his/her voting rights by proxy who
be a shareholder of the Company entitled to shall be one (1) of the shareholders of the
vote at a General Meeting of Shareholders. Company who is entitled to vote at a General
Meeting of Shareholders.
(Minutes of the General Meeting)
Article 18.The substance of the proceedings and (Deleted)
the results of the General Meeting of
Shareholders shall be recorded in the minutes;
and the chairman thereat, and Directors and
Executive Officers present thereat shall affix
their names and seals to such minutes.
CHAPTER IV CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS DIRECTORS AND BOARD OF DIRECTORS
(New) (The Board of Directors)
Article 19.The Company shall have a Board of
Directors.
(Number) (Number of the Directors)
Article 19.The Company shall have twenty (20) Article 20.(Not amended)
or less Directors.
2.A minimum of two (2) of the Directors
referred to in the preceding paragraph shall be (Deleted)
Outside Directors (as defined under Item 7-2,
Clause 2, Article 188 of the Commercial Code;
the same being applicable hereafter).
(Method of Election) (Election of Directors)
Article 20.Directors shall be elected at a Article 21.Directors shall be elected by a
General Meeting of Shareholders. resolution at a General Meeting of
Shareholders.
2.Election referred to in the preceding 2.Election referred to in the preceding
paragraph shall be made by a majority vote of paragraph shall be made by a majority vote of
the voting rights owned by shareholders the voting rights owned by the attending
representing one-third (1/3) or more of the shareholders representing one-third (1/3) or
total number of voting rights. more of the voting rights of shareholders who
are entitled to exercise their voting rights.
3.Election of Directors shall not be conducted 3. (Not amended)
by cumulative voting.
(Term of Office) (Term of Office of Directors)
Article 21The term of office of a Director Article 22.The term of office of a Director
shall expire upon conclusion of the Ordinary shall expire upon conclusion of the Ordinary
General Meeting of Shareholders for the last General Meeting of Shareholders for the last
fiscal year ending within one (1) year after business year ending within one (1) year after
his assumption of the directorship. his/her election.
(Director and Chairman, and Director and Vice (Director and Chairman, and Director and Vice
Chairman) Chairman)
Article 22.The Board of Directors, by its Article 23. (Amended only in Japanese
resolution shall appoint one (1) Chairman of description )
the Board of Directors and may appoint one or
more Vice Chairman of the Board of Directors
from among its members.
(Convocation of the Meeting of the Board of (Convocation of the Meeting of the Board of
Directors) Directors)
Article 23.A Chairman of the Board of Directors Article 24. (Not amended)
may convene a meeting of the Board of
Directors, and notice thereof shall be given to
each Director at least three (3) days prior to
the date set for such meeting. Provided that
such period of notice may be shortened in the
case of urgency.
2. A meeting of the Board of Directors may be 2. (Not amended)
held without following the convocation
procedure if all Directors consent thereto.
(Method of Resolutions) (Method of Resolutions)
Article 24.Resolutions at a meeting of the Article 25. Resolutions at a meeting of the
Board of Directors shall be adopted by a Board of Directors shall be adopted by a
majority of the Directors present, the quorum majority of the Directors present, the quorum
being a majority of the Directors in office. being a majority of the Directors in office who
are entitled to vote.
(New) 2. The Company shall deem that a resolution of
the Board of Directors has been adopted if the
requirements stipulated by Article 370 of the
Corporation Law have been fulfilled.
(Minutes of the Meeting of the Board of
Directors)
Article 25.The substance of the proceedings and (Deleted)
the results of the meeting of the Board of
Directors shall be recorded in the minutes; and
Directors present thereat shall affix their
names and seals to such minutes.
(Regulations of the Board of Directors) (Regulations of the Board of Directors)
Article 26.Matters concerning the Board of Article 26. (Amended only in Japanese
Directors shall be governed by the Regulations description )
of the Board of Directors established by the
Board of Directors, unless otherwise provided
by law or these Articles of Incorporation.
(Remuneration) (Remuneration for Directors)
Article 27.Remuneration to be paid to Directors Article 27. Remuneration, bonuses and other
shall be determined by the resolution of the profit to be paid by the Company as
Compensation Committee. consideration for execution of duties
(hereinafter 'Remuneration') to Directors shall
be determined by a resolution of the
Compensation Committee.
(Exemption of Directors' Liability) (Exemption of Directors' Liability)
Article 28.Pursuant to the provisions of Clause Article 28. Pursuant to the provisions of
12, Article 266 of the Commercial Code, which Article 426, Clause 1 of the Corporation Law,
applies mutatis mutandis to Clause 4, Article the Company may exempt directors (including
21-17 of The Law for Special Exceptions to the former directors) from liabilities stipulated
Commercial Code, the Company may exempt under Article 423, Clause 1 of the Corporation
directors (including former directors) from Law. Such exemptions shall be determined
liabilities stipulated under Clause 1, Article through a resolution of the Board of Directors
21-17 of The Law for Special Exceptions to the and shall apply only to the extent permitted by
Commercial Code. Such exemptions shall be statute.
determined through a resolution of the Board of
Directors and shall apply only to the extent
permitted by statute.
2. Pursuant to the provisions of Clause 19, 2. Pursuant to the provisions of Article 427,
Article 266 of the Commercial Code, which Clause 1 of the Corporation Law, the Company
applies mutatis mutandis to Clause 5, Article may enter into agreements with Outside
21-17 of The Law for Special Exceptions to the Directors that limit their liability for acts
Commercial Code, the Company may enter into set forth under Article 423, Clause 1 of the
agreements with Outside Directors that limit Corporation Law. However, the amount of such
their liability for acts set forth under Clause exemptions from liability shall be the higher
1, Article 21-17 of The Law for Special of the following amounts: an amount defined
Exceptions to the Commercial Code. However, beforehand that is in excess of ten (10)
the amount of such exemptions from liability million yen; or the total of the amounts
shall be the higher of the following amounts: stipulated under the items in Article 425
an amount established beforehand that is in Clause 1 of the Corporation Law.
excess of ten (10) million yen; or the total of
the amounts stipulated under the items in
Clause 19, Article 266 of the Commercial Code.
(Establishment of Committees) (Establishment of Committees)
Article 29.The Company shall establish a Article 29. The Company shall have a Nominating
Nominating Committee, an Audit Committee, and a Committee, an Audit Committee, and a
Compensation Committee. Compensation Committee.
2. Each committee shall be composed of three 2. Each committee shall be composed of three
(3) or more directors, of which the majority (3) or more committee members, of which the
shall be Outside Directors who are not majority shall be Outside Directors. Committee
Executive Officers of the Company. Directors members of the Auditing Committee may not serve
who are members of the Auditing Committee may concurrently as Executive Officers or Directors
not serve concurrently as Executive Officers, engaged in executing the operations of the
managers, or other employees of the Company or Company or any of its subsidiaries, or account
any of its subsidiaries (including consolidated councilors or managers or other employees of
subsidiaries as defined under Clause 4, Article the subsidiaries of the Company.
1-2 of The Law for Special Exceptions to the
Commercial Code), or as directors engaged in
executing the operations of such subsidiaries.
3. Directors who make up the membership of each 3. Committee members of each committee shall be
committee shall be selected by resolution of selected by resolution of the Board of
the Board of Directors. Directors from among the Directors.
(Authority of the Committees)
Article 30 The Nominating Committee shall decide (Deleted)
on the substance of proposals submitted to the
General Meeting of Shareholders regarding the
election and removal of directors.
2. In addition to the following, the Audit (Deleted)
Committee shall exercise all authority granted
to it under the law.
(1)Auditing the execution of operational duties (Deleted)
by Directors and Executive Officers.
(2)Deciding on the content of proposals
submitted to the General Meeting of (Deleted)
Shareholders regarding the election, removal or
decision not to reelect financial auditors.
3.The Compensation Committee shall determine (Deleted)
the remuneration paid to individual directors
and Executive Officers.
(Other Matters Relating to Committees) (Other Matters Relating to Committees)
Article 31.Matters relating to the authority of Article 30. Matters relating to the authority
each committee and its operations shall be of each committee and its operations shall be
governed by statute and by these Articles of governed by statute or by these Articles of
Incorporation, and the Regulations of the Board Incorporation, and the Regulations of the Board
of Directors and of the respective committees, of Directors and of the respective committees,
which have been adopted by resolution of the which have been adopted by resolution of the
Board of Directors and committees, Board of Directors and committees,
respectively. respectively.
CHAPTER V CHAPTER V
EXECUTIVE OFFICERS EXECUTIVE OFFICERS
(Number) (Number of Executive Officers)
Article 32.The Company shall have thirty (30) Article 31. (Not amended)
or less Executive Officers
(Election and Removal of Executive Officers) (Election and Removal of Executive Officers)
Article 33.Executive Officers shall be elected Article 32. (Amended only in Japanese
and removed by resolution of the Board of description)
Directors.
(Relationships Among Executive Officers) (Relationships Among Executive Officers)
Article 34.When there are a number of Executive Article 33. When there are two (2) or more
Officers, matters concerning relationships Executive Officers, matters concerning
among such officers, including divisions of relationships among such officers, including
operational responsibility and reporting lines, divisions of operational responsibility and
shall be determined by resolution of the Board reporting lines, shall be determined by
of Directors. resolution of the Board of Directors.
(Terms of Office of Executive Officers) (Terms of Office of Executive Officers)
Article 35.The terms of office of Executive Article 34.The terms of office of Executive
Officers shall expire upon conclusion of the Officers shall expire upon conclusion of the
first meeting of the Board of Directors that is first meeting of the Board of Directors that is
convened following the conclusion of the convened following the conclusion of the
Ordinary General Meeting of Shareholders for Ordinary General Meeting of Shareholders for
the last fiscal year ending one (1) year after the last business year ending within one (1)
his assumption of office. year after his/her election.
(Representative Executive Officers) (Representative Executive Officers)
Article 36.Executive Officers with the Article 35. (Amended only in Japanese
Authority to represent the Company shall be description)
appointed by resolution of the Board of
Directors.
(Senior Executive Officers) (Senior Executive Officers)
Article 37.The Board of Directors, by its Article 36. (Amended only in Japanese
resolution shall appoint One President and may description)
appoint one or more Executive Deputy President,
Senior Managing Director and Managing Director
from among Executive Officers.
(Remuneration) (Remuneration for Executive Officers)
Article 38.Remuneration to be paid to Executive Article 37. Remuneration to be paid to
Officers shall be determined by resolution of Executive Officers shall be determined by
the Compensation Committee. resolution of the Compensation Committee.
(New) 2. In case that an Executive Officer serves
concurrently as a manager or other employees of
the Company, Remuneration for such managers or
employees shall be determined as the same as
the preceding paragraph herein.
(Exemption of Executive Officers' Liability) (Exemption of Executive Officers' Liability)
Article 39.In accordance with the provisions of Article 38.In accordance with the provisions of
Clause 12, Article 266 of the Commercial Code, Article 426, Clause 1 of the Corporation Law,
which applies mutatis mutandis to Clause 6, the Company may exempt Executive Officers
Article 21-17 of The Law for Special Exceptions (including former Executive Officers) from
to the Commercial Code, the Company may exempt liabilities stipulated under Article 423,
Executive Officers (including former Executive Clause 1 of the Corporation Law. Such
Officers) from liabilities stipulated under exemptions shall be determined through a
Clause 1, Article 21-17 of The Law for Special resolution of the Board of Directors and shall
Exceptions to the Commercial Code. Such apply only to the extent permitted by statute.
exemptions shall be determined through a
resolution of the Board of Directors and shall
apply only to the extent permitted by statute.
(New) CHAPTER VI
ACCOUNTING AUDITORS
(Accounting Auditors)
(New) Article 39.The Company shall have Accounting
Auditors.
(Election of Accounting Auditors)
(New) Article 40. Accounting Auditors shall be
elected by a resolution at a General Meeting of
Shareholders.
(Term of Accounting Auditors)
(New) Article 41. The term of office of an Accounting
Auditor shall expire upon conclusion of the
Ordinary General Meeting of Shareholders for
the last business year ending within one (1)
year after its election.
(New) 2.Unless otherwise decided at the Ordinary
General Meeting of Shareholders in the
preceding paragraph, an Accounting Auditor
shall be deemed to be re-elected.
(Remuneration for Accounting Auditor)
(New) Article 42.Remuneration to be paid to an
Accounting Auditor shall be determined by
Executive Officers with the Authority to
represent the Company with the consent of the
Auditing Committee.
CHAPTER VI CHAPTER VII
ACCOUNTING ACCOUNTING
(Fiscal Year) (Business Year)
Article 40.The fiscal year of the Company shall Article 43.The business year of the Company
begin on April 1 of each year and end on March shall begin on April 1 of each year and end on
31 of the following year. March 31 of the following year.
(Appropriation of Retained Earnings) (Dividends from Surplus)
Article 41.All retained earnings of the Article 44.The Company may determine the
Company, pursuant to the provisions of statute, matters provided for in each item of Article
shall be appropriated as authorized and 459, Clause 1 of the Corporation Law by a
directed by resolution of the General Meeting resolution of the Board of Directors without a
of Shareholders or by resolution of the Board resolution of General Meeting of Shareholders
of Directors. unless otherwise provided by law.
(Payment of Dividends) (Record Date for Dividends from Surplus)
Article 42.Dividends, if declared on shares of Article 45. Year-end Dividends of the Company
the Company for any fiscal year, shall be paid may be paid to shareholders or their registered
to shareholders or their registered pledgees pledgees whose names appear or are logged in
whose names appear or are logged in the the Shareholders Register as of 31 March of
Shareholders Register as of the last day of each year.
such fiscal year as their interests appear.
(New) 2.Interim Dividends of the Company may be paid
to shareholders or their registered pledgees
whose names appear or are logged in the
Shareholders Register as of the 30 September of
each year.
(New) 3.The Company may, without prejudice to the
preceding two paragraphs, declare other record
dates for Dividends.
(Interim Dividends)
Article 43.The Company, by resolution of the (Deleted)
Board of Directors, may pay interim dividends
to shareholders or their registered pledgees
whose names appear or are logged in the
Shareholders Register as of September 30 of
each year.
(Exemption from Payment of Dividends or Interim (Exemption from Payment of Dividends)
Dividends)
Article 44.The Company shall be released from Article 46.The Company shall be released from
its obligation to pay any dividends or interim its obligation to pay any cash as Dividends
dividends which have remained unclaimed for from Surplus which has remained unclaimed for
more than five (5) years after the date on more than five (5) years after the date on
which the Company offered to pay the dividends which the Company offered to pay the dividends.
or interim dividends.
Second item of business: Election of Thirteen (13) Directors
The terms of office of all Directors are expiring as of the conclusion of this
Ordinary General Meeting of Shareholders. This proposal therefore recommends
the election of thirteen (13) Directors based on the decision of the Nominating
Committee.
The candidates for Director are as follows, and Mr. Tetsuro Kawakami, Mr. Ryuji
Yasuda, Mr. Keisuke Kitajima and Mr. Koichi Uno are the candidates for Outside
Directors defined in Item 15of Article 2 of the Corporation Law (Law No. 86,
2005).
Name Brief Personal History and Representation of Other Entities Number of Shares of
(Date of Birth) the Company Owned
1 Yoshinari Hara Apr. 1967 Entered the Company 106,000
(April 3, 1943) Aug.1988 General Manager of Corporate Institutions Dept.
(III) of the Company
Jun. 1991 Director of the Company, Deputy Head of
Corporate Institutions Division
Sep. 1995 Managing Director of the Company, Deputy Head
of Corporate Division
Sep. 1997 Representative Director and Managing Director
of the Company, Head of Equity Division
Oct. 1997 President and Representative Director of the
Company
Apr. 1999 President and Representative Director of the
Company, CEO;
President and Representative Director of Daiwa
Securities Co. Ltd.
Jun. 2004 Retired as Director of the above company
Jun. 2004 to date
Chairman of the Board, Executive Officer of the
Company
2 Akira Kiyota Apr. 1969 Entered the Company 88,300
(May 6, 1945) Jul. 1990 General Manager of Bond Dept. and Bond Trading
Dept.
Jun. 1994 Director of the Company, Deputy Head of Sales
Division
Jun. 1997 Managing Director of the Company, in charge of
Bond, Treasury and Financial Derivatives
Divisions
Sep. 1997 Representative Director and Managing Director
of the Company, in charge of Bond, Treasury and
Financial Derivatives Divisions
Oct. 1997 Deputy President and Representative Director of
the Company
Apr. 1999 Retired as Director of the Company
President and Representative Director of Daiwa
Securities SB Capital Markets Co. Ltd. (the
present-day Daiwa Securities SMBC Co. Ltd.)
Jun. 2004 Retired as Director of the above company
Jun. 2004 to date
Deputy Chairman of the Board, Executive Officer
of the Company
3 Shigeharu Suzuki Apr. 1971 Entered the Company 41,000
(April 17, 1947) Jul. 1991 General Manager of Underwriting Dept. (I) of
the Company
Jun. 1997 Director of the Company, in charge of Corporate
Finance Division
Jun. 1998 Managing Director of the Company, Head of
Investment Banking Division
Jun. 1999 Managing Director and Executive Officer of the
Company, in charge of Corporate Planning Group
Jun. 2001 Senior Managing Director and Executive Officer
of the Company, in charge of Corporate
Planning, Investor Relations and Corporate
Communications Division
May 2002 Retired as director of the Company
Jun.2002 Senior Managing Director, Daiwa Securities SMBC
Co. Ltd., Head of Investment Banking Division
Jun. 2003 Representative Director and Senior Managing
Director of the above company, Head of
Investment Banking, in charge of Corporate
Sales Planning Division
Jun. 2004 Retired as Director of the above company
Jun. 2004 to date
Director, President and Representative
Executive Officer of the Company, CEO, in
charge of Retail Division
President and Representative Director of Daiwa
Securities Co. Ltd.
4 Tatsuei Saito Apr. 1971 Entered the Company 63,000
(January 23,1948) Feb. 1993 General Manager of Businesses for Financial
Institutions (1)of the Company
Jun. 1996 Director of the Company, General Manager of
Businesses for Financial Institutions (1)
Jun. 1998 Managing Director of the Company, in charge of
Financial Institutions, Public service sectors
and Pensions of the Company
Apr. 1999 Retired as Director of the Company
Managing Director of Daiwa Securities Co. Ltd.,
in charge of Corporate Management and Products
Jun. 2001 Senior Managing Director of the above company,
in charge of Administration, Strategic Planning
and Mass-Marketing
May 2003 Retired as Director of the above company
Jun. 2003 Representative Director, Senior Managing
Director and Executive Officer of the Company,
in charge of Group Affairs, Corporate Planning
and System Planning
May 2004 Representative Director and Senior Managing
Director and Executive Officer of the Company
Jun. 2004 to date
Director, Deputy President, Representative
Executive Officer and COO, in charge of
Wholesale Division
President and Representative Director of Daiwa
Securities SMBC Co. Ltd.
5 Tetsuo Mae Apr. 1969 Entered the Company 20,000
(July 25, 1945) Feb. 1991 General Manager of Corporate Institutions Dept.
(1) of the Company
Jun. 1996 Director of the Company, Head of Corporate
Finance Division
Jun. 1998 Managing Director of the Company, Head of
Compliance Division and General Manager of
Compliance Planning Dept.
Apr. 1999 Retired as Director of the Company
Managing Director of Daiwa Securities Co. Ltd.,
in charge of greater Tokyo region
Jun. 2000 Senior Managing Director of the above company,
in charge of Corporate institutions
Jun. 2002 Senior Managing Director of the above company;
Head of Sales Division
Jun. 2003 to date
Deputy President and Representative Director of
the above company
Jun. 2004 to date
Director, Deputy President, and Executive
Officer of the Company, deputy in charge of
Retail Division
6 Takashi Hibino Apr. 1979 Entered the Company 35,090
(September 27, 1955) Apr. 1999 General Manager of Corporate Planning Dept. of
the Company
Jun. 2002 Retired from the Company
Executive officer of Daiwa Securities SMBC Co.
Ltd.
May 2004 Retired as Executive officer of the above
company
Senior Vice President and Executive Officer of
the Company, in charge of Corporate Planning,
Personnel, Legal and Secretary Division and
General Manager of Personnel Dept.
Jun. 2004 Director, Senior Vice President and Executive
Officer of the Company, in charge of Planning,
Personnel and Legal Division, Head of
Secretariat, Personnel, Corporate Planning,
Legal Dept. and General Manager of Personnel
Dept.
Jul. 2004 Director, Senior Vice President and Executive
Officer of the Company, in charge of Planning,
Personnel and Legal, Head of Personnel,
Corporate Planning, Legal, Corporate
Communications Dept.
Apr. 2005 Director, Senior Vice President and Executive
Officer of the Company, in charge of Planning,
Personnel Division, Head of Personnel and
Corporate Planning Dept.
Oct. 2005 to date
Director, Senior Vice President and Executive
Officer of the Company, in charge of Planning,
Personnel Division, Head of Personnel,
Corporate Planning Dept and Headquarters
Relocation Department
7 Kenji Hayashibe Apr. 1974 Entered the Company 18,000
(May 20, 1950) Feb. 1996 General Manager of Corporate Finance Dept. (VI)
of the Company
Jun. 1998 Director of the Company, in charge of Corporate
Planning Division
Apr. 1999 Retired as Director of the Company
Executive Officer of Daiwa Securities SB
Capital Markets Co. Ltd. (the present-day Daiwa
Securities SMBC Co. Ltd.)
May 2002 Retired as Executive Officer of the above
company
Jun. 2002 Director and Executive Officer of the Company,
in charge of Corporate Planning and Corporate
Communications
Jun. 2003 Director and Executive Officer of the Company,
in charge of Corporate Brand, Secretary, Legal,
Administration, Corporate Ethics and Social
Contribution
President and Representative Director of Daiwa
Card Service Co., Ltd.
May 2004 Director and Executive Officer of the Company
Jun. 2004 Retired as Director of Daiwa Card Service Co.,
Ltd.
Jun. 2004 to date
Director of the Company
8 Tetsuro Kawakami Apr. 1952 Entered Sumitomo Electric Industries, Ltd. 12,593
(August 3, 1928) May 1975 Director of the above company
Jun. 1978 Managing Director of the above company
Jun. 1980 Representative Director and Senior Managing
Director of the above company
Jun. 1982 President and Representative Director of the
above company
Jun. 1991 Chairman of the Board and Representative
Director of the above company
Jun. 1998 Corporate Auditor of the Company
Jun. 1999 to date
Counsel of Sumitomo Electric Industries, Ltd.
Jun. 2002 Retired as Corporate Auditor of the Company
Jun. 2002 to date
Director of the Company
9 Ryuji Yasuda Jul. 1976 Entered Morgan Guarantee Trust Company, NY 14,000
(presently J.P. Morgan Chase), Investment
(April 28,1946) Research Officer
Jan. 1979 Entered Mckinsey & Company
(1986 - Partner of the above company)
(1991 - Director of the above company)
Jul. 1996 A.T. Kearney, Managing Director of Asia, Member
of Board of Management
Apr. 2002 Visiting Professor, Hitotsubashi University,
Graduate School of International Corporate
Strategy
May 2002 A.T. Kearney, Chairman of Far East and Asia
May 2003 Retired as Chairman of Far East and Asia of the
above company
Jun. 2003 to date
Director of the Company
Director and Chairman, J-Will Partners Co., Ltd.
Apr. 2004 to date
Professor, Hitotsubashi University, Graduate
School of International Corporate Strategy
10 Keisuke Kitajima Apr. 1961 Became Prosecutor 2,000
(November 27, 1936) Jul. 1993 Chief Prosecutor, The Tokyo District Public
Prosecutors Office
Nov. 1994 Director of the Public Security Dept., Supreme
Public Prosecutors Office
Aug. 1995 Deputy Prosecutor General
Dec. 1997 Superintending Prosecutor, Tokyo High Public
Prosecutors Office
Jun. 1998 Prosecutor General
Jul. 2001 Retired as Prosecutor General
Sep. 2001 to date
Attorney at law
Jun. 2004 to date
Director of the Company
11 Koichi Uno Sep. 1967 Joined Arthur Andersen & Co.'s Tokyo office 17,000
(January 5, 1942) Aug. 1976 Arthur Andersen & Co., London office
Oct. 1977 Returned to Arthur Andersen & Co.'s Tokyo office
Sep. 1979 Partner, Tax Division, Arthur Andersen & Co.,
Tokyo office
Sep. 1981 Senior Partner, Arthur Andersen & Co., Tokyo
office (Uno Tax Accounting Office)
Aug. 2000 Retired from Arthur Andersen & Co.; established
CPA Uno Office (currently in operation)
Sep. 2000 Part-time lecturer, Hitotsubashi University,
Graduate School of International Corporate
Strategy
Jun. 2004 Retired as Part-time lecturer, Hitotsubashi
University, Graduate School of International
Corporate Strategy
Sep. 2004 to date
Director of the Company
12 Shin Yoshidome Apr. 1974 Entered the Company 13,180
(September 29, 1951) Jan. 1997 General Manager of Corporate Institutions Dept.
(I) of Osaka branch of the Company
Apr. 1999 Retired from the Osaka branch of the Company
Yokohama Branch Manager
Feb. 2000 Retired from the Company
Nagoya Branch Sub Manager of Daiwa Securities SB
Capital Markets Co. Ltd. (the present-day Daiwa
Securities SMBC Co. Ltd.)
Jun. 2001 Executive Officer of the above company, in charge
of Nagoya Branch and Nagoya Branch Manager
May 2004 Senior Vice President and Executive Officer of
the Company, in charge of Corporate Institute and
Corporate Sales
Jun. 2004 Managing Director of the Company, in charge of
Corporate Institute and Corporate Sales
Apr. 2005 Managing Director of the Company, in charge of
Corporate Institute, Corporate Services Planning
and Corporate Sales
Jun. 2005 Managing Director of the Company, in charge of
Corporate Institute and Corporate Sales
Apr. 2006 to date
Representative Director and Senior Managing
Director of the Company, Executive Vice President
and Executive Officer of the Company, deputy in
charge of Wholesale Division
13 Nobuyuki Iwamoto Apr. 1980 Entered the Company 17,000
(June 14, 1956) Apr. 1999 Retired from the Company
Entered Daiwa Securities SB Capital Markets Co.
Ltd. (the present-day Daiwa Securities SMBC Co.
Ltd.)
Apr. 2001 General Manager, in charge of International
Finance of the above Company
Apr. 2005 Executive Officer of Daiwa Securities Co. Ltd.,
in charge of Chief Financial Department(CFO)
Assistant officer of Planning in charge of
Corporate Planning, Investor Relations, Financial
Department
Oct. 2005 to date
Executive Officer of Daiwa Securities Co. Ltd.,
in charge of Chief Financial Department (CFO)
Assistant officer of Planning in charge of
Corporate Planning, Headquaters Relocation
Department, Investor Relations, Financial
Department
(Note) The Company has been offering long-term loans to Daiwa Securities SMBC Co. Ltd.
Third item of business: Issuance of New Stock Subscription Rights as Stock
Options
This item requests approval of delegation of the decision of the terms of
issuance of new stock subscription rights, pursuant to Articles 236, 238, and
239 of the Corporation Law, to the Board of Directors of the Company or the
executive officers to whom the determination has been delegated by a resolution
of the Board of Directors of the Company. The new stock subscription rights
will be issued to directors, executive officers (both shikkoyaku and
shikkoyakuin), and employees of the Company and its subsidiaries and affiliates
for the purpose of granting stock options.
1. The Reason Why the Company Needs to Offer for New Stock Subscription Rights
upon Especially Favorable Terms
The Company will issue the following two types of new stock subscription rights
stated in 2. and 3. below without consideration as stock options to directors,
executive officers, and employees of the Company and its subsidiaries and
affiliates as an incentive to contribute towards increasing consolidated
performance and to enable recruiting of talented personnel.
The first is new stock subscription rights to be granted to directors and
executive officers of the Company and its subsidiaries, for which the amount to
be paid-in per share upon exercise shall be one (1) yen (hereinafter, 'New Stock
Subscription Rights I'). The issuance of the New Stock Subscription Rights I to
directors and executive officers of the Company is subject to resolution of the
items provided for in Item 1, Clause 3 of Article 409 and Item 3, Clause 3 of
Article 409 of the Corporation Law as individual compensation of directors and
executive officers at the Compensation Committee meeting to be held after the
ordinary general meeting of shareholders.
The other is new stock subscription rights to be granted to employees of the
Company and its subsidiaries and affiliates and to directors and executive
officers of the Company's subsidiaries and affiliates not subjected to the New
Stock Subscription Rights I above. The amount to be paid-in per share upon
exercise shall be determined based on the market price of shares of Common Stock
on the allocation date of the new stock subscription rights (hereinafter, 'New
Stock Subscription Rights II').
Neither New Stock Subscription Rights I nor New Stock Subscription Rights II
above will be granted to outside directors of the Company.
2. Terms, amount to be paid-in and maximum number of New Stock Subscription
Rights I to be Determined Pursuant to the resolution of the Ordinary General
Meeting of Shareholders
(1) Maximum number of New Stock Subscription Rights I to be Determined Pursuant
to the Delegation
Not exceeding 400 new stock subscription rights set according to (3) below.
Those issued to parties other than directors and executive officers of the
Company shall not exceed 300.
The aggregate number of shares to be issued upon exercise of New Stock
Subscription Rights I shall not exceed 400,000. If the number of granted shares
is adjusted pursuant to (3) (a) below, the maximum number of New Stock
Subscription Rights I to be issued shall be multiplied by the number of granted
shares after adjustment.
(2) Amount to be Paid-In upon Issuance of New Stock Subscription Rights I to be
Determined Pursuant to the Delegation
New Stock Subscription Rights I shall be issued without consideration and
require no payment.
(3) Terms of New Stock Subscription Rights I to be Determined Pursuant to the
Delegation
(a) Class and Number of Shares to be Issued upon Exercise of New Stock
Subscription Rights I
The number of shares to be issued upon exercise of one (1) New Stock
Subscription Rights I (hereinafter, in 2, 'Number of Granted Shares') shall be
1,000 shares of Common Stock.
If the Company splits (including gratis issue of shares; the same applies
hereinafter) or consolidates the shares of Common Stock after the date of
resolution of the Ordinary General Meeting of Shareholders (hereinafter,
'Resolution Date'), the Number of Granted Shares shall be adjusted in accordance
with the following formula. An adjustment shall be made only with respect to
the Number of Granted Shares for the New Stock Subscription Rights I which have
not been exercised at the time of the adjustment. Any fraction less than one
(1) share resulting from the adjustment shall be disregarded.
Number of Granted Shares = Number of Granted Shares x Ratio of split or consolidation
after adjustment before adjustment
In addition, in the case of a merger with any other company, corporate split or
capital reduction of the Company, or in any other case similar thereto where an
adjustment of the Number of Granted Shares shall be required, in each case after
the resolution date, the Number of Granted Shares shall be appropriately
adjusted to the extent reasonable.
(b) Amount to be Paid-In upon Exercise of New Stock Subscription Rights I
The amount to be paid-in upon exercise of New Stock Subscription Rights I shall
be one (1) yen per share and shall be multiplied by the Number of Granted
Shares.
(c) Period during which New Stock Subscription Rights I may be Exercised
A period between July 1, 2006, to June 23, 2027, which will be determined by the
Board of Directors of the Company or the executive officers to whom the
determination has been delegated by a resolution of the Board of Directors of
the Company.
(d) Terms Regarding Increase in Capital Stock and Additional paid-in Capital
upon Exercise of New Stock Subscription Rights I
1) The amount of capital stock to increase upon issuance of Common Stock due to
exercise of New Stock Subscription Rights I shall be half of the limit of
capital increase calculated according to Clause 1 of Article 40 of the Corporate
Computation Rule. Any fraction less than one (1) yen resulting from the
calculation shall be rounded up to the nearest one (1) yen.
2) The amount of additional paid-in capital to increase upon issuance of Common
Stock due to exercise of New Stock Subscription Rights I shall be the difference
between the limit of capital increase and the increase in capital stock, both
stated in 1) above.
(e) Restriction on Transfer of New Stock Subscription Rights I
New Stock Subscription Rights I are non-transferable unless the Board of
Directors of the Company approves such transfer.
(f) Conditions for Exercise of New Stock Subscription Rights I
1) New Stock Subscription Rights I cannot be exercised in part.
2) Holders of New Stock Subscription Rights I may exercise the rights from the
day after they leave from all positions of director or executive officer of the
Company or its subsidiaries as determined by the Board of Directors of the
Company or the executive officers to whom the determination has been delegated
by a resolution of the Board of Directors of the Company.
3) Disregarding 2) above, New Stock Subscription Rights I can be exercised from
30 days prior to the last day of the period for exercise of the New Stock
Subscription Rights I pursuant to other conditions for exercise.
4) Other conditions for exercise shall be determined by the Board of Directors
of the Company or the executive officers to whom the determination has been
delegated by a resolution of the Board of Directors of the Company.
(g) Terms of Acquisition of New Stock Subscription Rights I
The Company may acquire New Stock Subscription Rights I without consideration
when a holder loses his/her rights due to reasons determined by The Board of
Directors of the Company or the executive officers to whom the determination has
been delegated by a resolution of the Board of Directors of the Company
(h) Treatment of Fractional Shares Less Than One Share
Any fraction less than one (1) share of Common Stock issued upon exercise of New
Stock Subscription Rights I shall be disregarded.
3. Terms, amount to be paid-in and maximum number of New Stock Subscription
Rights II to be Determined Pursuant to the resolution of the Ordinary General
Meeting of Shareholders
(1) Maximum number of New Stock Subscription Rights II to be Determined Pursuant
to the Delegation
Not exceeding 2,600 new stock subscription rights set according to (3) below.
The aggregate number of shares to be issued upon exercise of New Stock
Subscription Rights II shall not exceed 2,600,000. If the number of granted
shares is adjusted pursuant to (3) (a) below, the maximum number of New Stock
Subscription Rights II to be issued shall be multiplied by the number of granted
shares after adjustment.
(2) Amount to be Paid-In upon Issuance of New Stock Subscription Rights II to be
Determined Pursuant to the Delegation
New Stock Subscription Rights II shall be issued without consideration and
require no payment.
(3) Terms of New Stock Subscription Rights II to be Determined Pursuant to the
Delegation
(a) Class and Number of Shares to be Issued upon Exercise of New Stock
Subscription Rights II
The number of shares to be issued upon exercise of one (1) New Stock
Subscription Rights II (hereinafter, in 3, 'Number of Granted Shares') shall be
1,000 shares of Common Stock.
If the Company splits or consolidates the shares of Common Stock after the
Resolution Date, the Number of Granted Shares shall be adjusted in accordance
with the following formula. An adjustment shall be made only with respect to
the Number of Granted Shares for the New Stock Subscription Rights II which have
not been exercised at the time of the adjustment. Any fraction less than one
(1) share resulting from the adjustment shall be disregarded.
Number of Granted Shares = Number of Granted Shares x Ratio of split or consolidation
after adjustment before adjustment
In addition, in the case of a merger with any other company, corporate split or
capital reduction of the Company, or in any other case similar thereto where an
adjustment of the Number of Granted Shares shall be required, in each case after
the resolution date, the Number of Granted Shares shall be appropriately
adjusted to the extent reasonable.
(b) Amount to be Paid-In upon Exercise of New Stock Subscription Rights II
The amount to be paid-in upon exercise of New Stock Subscription Rights II shall
be the amount to be paid-in per share (hereinafter, 'Exercise Price') multiplied
by the Number of Granted Shares.
The Exercise Price shall be 1.05 times the higher price of the following (i) or
(ii). Any fraction less than one (1) yen resulting from the adjustment shall be
rounded up to the nearest one (1) yen.
(i) The average of the closing prices of Common Stock in the trading thereof on
the Tokyo Stock Exchange (each, 'Closing Price') for trading days (excluding
days on which there is no Closing Price) during the month prior to the month of
the allocation date of New Stock Subscription Rights II (hereinafter,
'Allocation Date'), or
(ii) The Closing Price on the issue date of New Stock Subscription Rights II (if
there is no Closing Price on such date, the Closing Price for the immediate
preceding trading day).
If the Company splits or consolidates the shares of Common Stock after the
Allocation Date of New Stock Subscription Rights II, the Exercise Price shall be
adjusted in accordance to the following formula, and any fraction less than one
(1) yen resulting from the adjustment shall be rounded up to the nearest one (1)
yen.
Exercise Price = Exercise Price X 1
after adjustment before adjustment Ratio of split or consolidation
The Exercise Price shall be adjusted using the following formula, in the event
the Company issues shares below market price (except in the case of conversion
of securities to be converted or that can be converted to Common Stock of the
Company, or exercise of common stock acquisition rights (including those
attached to bonds with common stock acquisition rights) which can claim issuance
of Common Stock of the Company). Any fraction less than one (1) yen resulting
from the adjustment shall be rounded up to the nearest one (1) yen.
Exercise Exercise price Outstanding + Number of newly issued shares x Payment for
price after = before X number of one share
adjustment adjustment shares
Market price of one share
Outstanding number of shares + Number of newly issued shares
'Outstanding number of shares' is the number of shares issued subtracting any
treasury stocks of Common Stock.
Other than the above, in the case of a merger with any other company, corporate
split or capital reduction of the Company, or in any other case similar thereto
where an adjustment of the Exercise Price shall be required, in each case after
the allocation date of New Stock Subscription Rights II, the Exercise Price
shall be appropriately adjusted to the extent reasonable.
(c) Period during which New Stock Subscription Rights II may be Exercised
A period between July 1, 2011, to June 23, 2016, which will be determined by the
Board of Directors of the Company or the executive officers to whom the
determination has been delegated by a resolution of the Board of Directors of
the Company.
(d) Terms Regarding Increase in Capital Stock and Additional paid-in Capital
upon Exercise of New Stock Subscription Rights II
1) The amount of capital stock to increase upon issuance of Common Stock due to
exercise of New Stock Subscription Rights II shall be half of the limit of
capital increase calculated according to Clause 1 of Article 40 of the Corporate
Computation Rule. Any fraction less than one (1) yen resulting from the
calculation shall be rounded up to the nearest one (1) yen.
2) The amount of additional paid-in capital to increase upon issuance of Common
Stock due to exercise of New Stock Subscription Rights II shall be the
difference between the limit of capital increase and the increase in capital
stock, both stated in 1) above.
(e) Restriction on Transfer of New Stock Subscription Rights II
New Stock Subscription Rights II are non-transferable unless the Board of
Directors of the Company approves such transfer.
(f) Conditions for Exercise of New Stock Subscription Rights II
1) New Stock Subscription Rights II cannot be exercised in part.
2) Other conditions for exercise shall be determined by the Board of Directors
of the Company or the executive officers to whom the determination has been
delegated by a resolution of the Board of Directors of the Company.
(g) Terms of Acquisition of New Stock Subscription Rights II
The Company may acquire New Stock Subscription Rights II without consideration
when a holder loses his/her rights due to reasons determined by The Board of
Directors of the Company or the executive officers to whom the determination has
been delegated by a resolution of the Board of Directors of the Company
(h) Treatment of Fractional Shares Less Than One ShareAny fraction less than one
(1) share of Common Stock issued upon exercise of New Stock Subscription Rights
II shall be disregarded.
(Reference)
By resolution of the Board of Directors after this General Meeting of
Shareholders, the members of Nominating Committee, Audit Committee and
Compensation Committee, and the Executive Officers will be appointed as follows:
1. Nominating Committee (5 members), Audit Committee (3 members), Compensation
Committee (5 members)
Nominating Committee Yoshinari Hara (Chairman)
Shigeharu Suzuki
Tetsuro Kawakami
Ryuji Yasuda
Keisuke Kitajima
Audit Committee Kenji Hayashibe (Chairman)
Keisuke Kitajima
Koichi Uno
Compensation Committee Yoshinari Hara (Chairman)
Shigeharu Suzuki
Tetsuro Kawakami
Ryuji Yasuda
Koichi Uno
2. Executive Officers (14 members)
Name Current position
President (Representative Shigeharu Suzuki Director of the Company
Executive Officer), CEO
Representative Director/President of Daiwa Securities
Co. Ltd.
Deputy President Tatsuei Saito Director of the Company
(Representative Executive
Officer), COO Representative Director/President of Daiwa Securities
SMBC Co. Ltd.
Executive Officer / Deputy Tetsuo Mae Director of the Company
President
Representative Director/Deputy President of Daiwa
Securities Co. Ltd.
Executive Officer / Deputy Kenjiro Noda Representative Director/Deputy President of Daiwa
President Securities SMBC Co. Ltd.
Executive Officer / Deputy Michihito Higuchi Representative Director/President of Daiwa Asset
President Management Co. Ltd.
Executive Officer / Deputy Yoshiyuki Takemoto Representative Director/President of Daiwa Institute of
President Research Ltd.
Executive Vice President Shin Yoshidome Director of the Company
and Executive Officer
Representative and Senior Managing Director of Daiwa
Securities SMBC Co. Ltd.
Senior Vice President and Takashi Hibino Director of the Company
Executive Officer
Senior Vice President and Akira Nakamura Director of the Company
Executive Officer, CIO
Executive Officer, CFO Nobuyuki Iwamoto
Executive Officer Takatoshi Wakabayashi
Executive Officer, Masamichi Yokoi Chairman of the Board of Daiwa Securities America Inc.
Executive Officer Yoshinari Hara Director of the Company.
Executive Officer Akira Kiyota Director of the Company
Exercise of Voting Rights
When You Cannot Attend This General Meeting of Shareholders
In the event that you are unable to attend the aforesaid meeting, please
exercise your voting right by choosing either of the methods stated below.
By mail:
1. Please indicate on the Voting Right Exercise Form enclosed herewith
your approval or disapproval of the items on the agenda, and return the form to
the Company by mail, no later than 17:00 (5 p.m.) on Friday, June 23, 2006.
2. The Voting Right Exercise Form is a postage pre-paid postcard,
therefore, it needs a longer time for the post office to deliver it than an
ordinary postcard. Please post the form as early as possible.
Via the Internet:
1. You may exercise a voting right via the Internet only through the
voting website designated by the Company (http://www.webdk.net). This voting
website may also be accessed by mobile phone.
URL for the website for exercising voting rights:
http://www.webdk.net
(QR cord placed)
• Using a mobile phone equipped with a bar-code reader and reading the QR code,
the voting website may be also accessed. Please refer to the manual book of each
mobile phone for the details of use.
please see the next page for system requirements to access to the voting
website.
• Please note that the 'vote exercise code' and 'temporary password' written on
the enclosed Voting Right Exercise Form shall be required for access.
2. Please note that, due to system maintenance, the voting website
becomes inaccessible from 3 a.m. to 6 a.m. every Monday. Also, please exercise
your voting right no later than 17:00 (5 p.m.) on Friday, June 23, 2006.
3. In case that a voting right is exercised both via the Internet and by
returning the Voting Right Exercise Form, only the vote registered via the
Internet will be recognized as valid.
4. In the event that a voting right is exercised twice or more via the
Internet, or by personal computer or mobile phone, only the last vote will be
recognized as valid.
5. Any connection charges to be incurred with the exercise of the voting
right via the Internet payable to Internet providers and telecommunication
carriers incurred in connection with voting via the Internet will be borne by
the exercising shareholder.
O Temporary Password
(1)The temporary password is a method to identify that an exercising person is a
legitimate shareholder. Please keep the temporary password carefully as well as
your registered seal impression or code number.
(2)The temporary password will be valid only for this meeting of this year.
*A new temporary password will be issued for the next meeting.
O System Requirement for Accessing the Voting Website
(1)Internet access.
(2)If you choose to exercise a voting right using a personal computer, you
should note that the voting website only supports the following browser
software:
Microsoft(R) Internet Explorer 5.5 Service Pack 2 or above,
Netscape(R) 6.2 or above.
(1)If you use a print-out function, you should note that the voting website only
supports Adobe(R) Acrobat Reader(R) 4.0 or above.
(2)If you choose to exercise a voting right using a mobile phone, you should
note that a model that supports 128-bit SSL (encrypted) communication is
required.
(For security reasons, the voting site has been designed only to be accessible
by mobile phones with 128-bit SSL encryption technology.)
(Microsoft(R) is a registered trademark of Microsoft Corporation, Netscape(R) is
a registered trademark of Netscape Communications Corporation and Adobe(R) and
Acrobat Reader(R) are registered trademarks of Adobe Systems Incorporated, in
the United States and certain other countries.)
O Inquiry regarding How to Use a Personal Computer etc. for Exercising a Voting
Right via the Internet
(1)If you have any inquiry regarding how to use a personal computer or mobile
phone for exercising a voting right via the Internet, please contact the address
stated below:
The Sumitomo Trust & Banking Co., Ltd.
Transfer Agent Business Dept.,
Toll-Free dial: 0120-186-417 (24 hours)
(2)For inquiries other than the above (1), please contact the address stated
below:
The Sumitomo Trust & Banking Co., Ltd.
Transfer Agent Business Dept.,
(to request a form for changing your address etc.)
Toll-Free dial: 0120-175-417 (24 hours)
(all inquiries other than the above-mentioned)
Toll-Free dial: 0120-176-417 (from 9:00 to 17:00, business days)
(Note: This English translation of the Japanese original version of Business
Report has been prepared for the sole purpose of convenience of non-Japanese
shareholders and shall by no means constitute an official or binding version of
the report.)
Business Report
(From April 1, 2005 to March 31, 2006)
I. Status of Business Activities
Daiwa Securities Group, whose core business is the securities business, is
engaged in improving the corporate value of the Group. The economy and market
environment of the current year (FY2005), the outcome of our business
activities, and the outline of the consolidated performance are described
hereunder.
(Note) In this report, the 'Group' means a corporate group consisting of Daiwa
Securities Group Inc. ('Company') and its subsidiaries.
1. The Economy/Market Environment and Outcome of the Group's Business Activities
(1) Economy and Market Environment
Our country's economy during the current year (from April 1, 2005 to March 31,
2006) was steady like last year. Though, at the beginning of the year, exports
did not show much growth, the entire economic activity has continued to make a
moderate recovery due to the expansion of income as a result of improvements in
employment and the increase in capital investment reflecting the high level of
corporate profit.
With the foregoing economic environment, the stock market was inactive at the
beginning of the year, but after July, it became active. The Nikkei Stock
Average rose from 11,668.95 yen at the end of the previous year to reach as high
as the 16,000 yen level last December. After January 2006, a suspicion of
accounting fraud that related to an IT business firm triggered the Nikkei's
temporary drop to the 15,000 yen level. But the Nikkei rebounded immediately,
and reached 17,059.66 yen at the end of the current year. Furthermore, average
trading volume at the Tokyo Stock Exchange during the current year recorded the
highest amount ever, 2,404.5billion yen, up 68.7 % from the previous year.
On the other hand, in the bond market, the yield for 10 year Japanese government
bond, which was around the 1.3 % level at the beginning of the year, dropped to
the 1.1% level temporarily at the end of June. But thereafter, with the rally
in the stock market, it reached the 1.6% level in November. In March 2006, the
Bank of Japan decided to cancel the quantitative monetary easing policy, which
raised the yield further, and the rate reached mid -1.7% level at the end of
March.
(2) Outcome of the Group's Business Activities
(Performance by operation)
1) Retail
Daiwa Securities Co., Ltd., which takes charge of retail securities business,
was positively engaged in strengthening its customer basis and expanding the
assets under custody as well as last year.
First, in the course 'Daiwa consulting' (services in which customers
trade through the consultation and advice about investment by sales
representatives at branch offices), we were entrusted with assets, mainly
through investment trusts and bonds, by many customers. As a result, assets
under custody reached the highest level ever. In addition, the total assets
under management of 'Daiwa SMA', wrap account service for high-net-worth
individuals, exceeded 100 billion yen last year due to the support from
customers, which was the initial target amount at the current year, and the
asset amount of 'Daiwa SMA' increased further.
Next, in the course 'Daiwa direct' (services in which customers trade
through the internet and call center), review of its fee system and the
expansion of trading services were implemented. Consequently, the number of
accounts of the course broke 500,000.
2) Wholesale
Daiwa Securities SMBC Co. Ltd. ('DSMBC'), which takes charge of wholesale
securities business, continued to be engaged in its business with the aim of
advancing further as an investment bank.
In the current year, gains on trading increased extensively, due to the
success of the reinforcement of the cooperation with Sumitomo Mitsui Banking
Corporation and an increase of revenues by the transactions of capital increase
through private placement.
In the underwriting business as to stocks, DSMBC acted as the lead
manager for underwriting for big transactions of equity primary and secondary
offerings and initial public offerings. As to bonds, DSMBC acted as lead
manager for a lot of transactions. As a result, DSMBC continued to get a high
rank in the league tables (the ranking for underwriters as to achievements of
underwriting) by Divisions in this year.
In overseas business, DSMBC put emphasis on the strategy for extending
its business in Asia and extended its business in Thailand and India.
Furthermore, DSMBC was engaged in the development of products in new areas such
as USD CER Coupon Linked Limited Recourse Secured Notes (CO2L Bond).
3) Asset Management
Both Daiwa Asset Management Co. Ltd. and Daiwa SB Investments Ltd. take charge
of asset management business among the Group.
Daiwa Asset Management Co. Ltd. increased greatly its assets under
management, such that the number of large stock investment trusts, with net
asset value exceeding 100 billion yen, reached 7 (excluding Exchange trade
funds) at the end of the current year from 1 at the end of the last year. Among
those, 'Daiwa Global Bond Fund,' which is an investment trust aiming to make
steady monthly dividend payment, grew to be one of the largest fund in Japan,
with net assets exceeding 1 trillion yen, owing to its increased sales caused by
its good performance record. Also, 'Daiwa stock index 225 fund' was selected as
the investment trust that would be sold by the Japan Post, which attracted much
attention.
As to Daiwa SB Investments Ltd., its management ability mainly relating
to Japanese stocks was evaluated highly by Institutional Investors and the
outstanding balance of domestic privately placed investment trusts increased.
In addition, Daiwa SB Investments Ltd. endeavored to provide timely products
such as 'M&A value fund (limited open-type)'.
4) Investment business
Both Daiwa Securities SMBC Principal Investments Co. Ltd. and NIF SMBC Ventures
Co., Ltd. take charge of investment business. They carefully selected
transactions and investments, and attempted to increase its investment capital
for corporations.
One of the key investments in the current year is the investment of approx. 125
billion yen in SANYO Electric Co., Ltd.
5) Research, System
Daiwa Institute of Research Ltd., which takes charge of research and system
relating business, was praised for the fact that it endeavored to improve its
quality of research and take measures towards the needs of customers which have
become diversified. As a result, it maintained its rank of No. 1 in both the
accepted analyst survey of the Nikkei Financial Daily and the analyst/economist
ranking in the Mainichi Economist.
(Enrichment of Corporate Governance)
The Company has been focusing on strengthening corporate governance in order to
maximize potential corporate value and we made the shift to a 'Committee System'
in 2004.
In the current year, we strengthened Internal Control of the Group. For
example, we inspected whether the operation of our system of managing
information security and compliance with the Privacy Protection Act were
appropriately working. In addition to that, we and our major group companies
created a framework in which the internal audit function can be systematically
executed.
(Transfer of function of main office)
We decided that, in November 2007, we would transfer the function of our main
office to 'Gran Tokyo North Tower' at the Yaesu entrance of Tokyo station, which
is now under construction.
We concentrated the functions of Group companies to strengthen the cooperation
among Group companies and improve productivity.
(CSR(Note1), Others)
Acknowledging that the trust from customers, shareholders, and wide range of
people is indispensable, the Group has addressed the matter of contributing to
society, with the CSR Promotion Department playing a key role.
In the current year, our continuous activity has been valued highly. For
example, our Sustainability Report won 'The first prize of Sustainability Report
(the prize of the Minister of Environment).' Further, our stocks were included
for 7 consecutive years in the Dow Jones Sustainability World Index (DJSI World)
(Note2).
In addition, the Group devotes its attention to intellectual property
activities, and has taken out 8 patents in Japan and overseas during the current
year.
(Note 1) CSR (Corporate Social Responsibility)
(Note 2) DJSI World (Stock Price Index. The index consists of the stocks of
companies that are expected to grow in economic, social and environmental
aspects.)
2. Outline of the Consolidated Performances
The following is the outcome of our consolidated closing of the current year.
The consolidated subsidiaries are 46 companies and the affiliates applicable of
equity method are 5 companies in the current year.
(Note) The Company prepared the Consolidated Financial Statements in conformity
with provisions of 'Cabinet Office Ordinance Regarding Securities Companies'
(Prime Minister's Office Ordinance of 1998, Ministry of Finance Ordinance No.
32) and 'Uniform Accounting Standards for Securities Companies' (set by the
board of directors of the Japan Securities Dealers Association on November 14,
1974), applicable to the balance sheets and income statements of the companies
who operate securities brokerages, which is our corporate group's core business,
as well as the previous 'Commercial Code Enforcement Regulations' (Ministry of
Justice Ordinance No. 22, 2002, hereinafter the 'Previous Commercial Code
Enforcement Regulations') before its amendment by Article 10 of the
supplementary provision of the 'Corporation Law Enforcement Regulations
(Kaisha-ho sekou kisoku)' (Ministry of Justice Ordinance No. 12, 2006).
(1) Operating Revenues and Status of the Net Operating Revenue of the Group
The consolidated operating revenues of the current year were 845.6 billion yen,
up 62.8% from the previous year. The net operating revenues of the current year
were 579.3 billion yen, up 48.4% from the previous year.
(Millions of yen)
Current year Previous year Change
(FY2005) (FY2004) (%)
Commissions 309,188 216,386 42.9%
(Equity) 120,216 83,887 43.3%
(Fixed Income) 3,202 4,263 -24.9%
(Asset Management) 82,403 45,640 80.6%
(Investment Banking) 82,735 71,170 16.2%
(Other) 20,631 11,425 80.6%
Net gain (loss) on trading 224,912 151,117 48.8%
(Stocks, etc.) 124,270 56,104 121.5%
(Bonds, Foreign Exchange, etc.) 100,641 95,012 5.9%
Net gain (loss) on private equity and other securities 21,539 - -
Net gain (loss) on trading of private equity and other - 171 -
securities
Interest and dividend income 245,210 118,019 107.8%
Other sales revenues 44,808 33,641 33.2%
Operating revenues 845,659 519,337 62.8%
Interest expenses 231,572 103,676 123.4%
Cost of sales 34,729 25,228 37.7%
Net operating revenues 579,358 390,432 48.4%
(Note) Regarding the investments in investment limited partnerships, etc.,
the profits and losses related to these investments had been included in
'Interest and dividend income' until fiscal year 2004, but those are included in
'Net gain (loss) on private equity and other securities' since the beginning of
the current fiscal year.
1) Commissions
The following are the details of the commissions.
(Equity)
The commissions received on the Equity were 120.2 billion yen, up 43.3% from the
previous year owing to the vibrant stock market.
(Fixed Income)
The commissions for the Fixed Income consist of the commissions for trading and
commissions for agent work. Total commissions of the current year were 3.2
billion yen, down 24.9% from the previous year.
(Asset Management)
The commissions for primary offering and the management fees, etc. were
increased owing to good sales of investment trust. As a result, the total
commissions received on the Asset Management were 82.4 billion yen, up 80.6%
from the previous year.
(Investment Banking)
The commissions for Investment Banking consist principally of commissions from
primary offering and secondary distribution and commissions for M&A. The
commissions totaled 82.7 billion yen, up 16.2% from the previous year, owing to
the increase in commissions from secondary distribution of stock and
underwriting and distribution of capital increase through public placement.
(Others)
The commissions are primarily from custody fees, compensation for managing
limited partnerships and sales commissions for individual pension insurance.
The total commissions were 20.6 billion yen, up 80.6% from the previous year.
2) Net gain on trading
Net gain on trading stocks, etc. was 124.2 billion yen, up 121.5% from the
previous year, owing to the increase in transactions of capital raising through
private placement followed by the vibrant stock market. Net gain on trading
bonds, foreign exchange, etc. was 100.6 billion yen, up 5.9% from the previous
year, owing to the favorable trend of sales, in succession from the previous
year, of structured bonds and foreign bonds, etc.
(2) Status of Profits and Losses of the Group
The net operating revenues were adjusted for 325.1 billion yen of selling,
general and administrative expenses, non-operating income and non-operating
expenses, the result of which is ordinary income of the current year of 260.6
billion yen, up 116.4% from the previous year, to which the extraordinary gains
of 14.8 billion yen from the gain on sale of investment securities, the
extraordinary losses of 17.1 billion yen from the loss on impairment of fixed
assets and extraordinary depreciation, income taxes, and minority interest in
income, etc. were adjusted, which results in net income of the current year of
139.9 billion yen, up 165.7% from the previous year.
(3) Status of Assets, Liabilities and Stockholders' equity of the Group
Non-current assets increased by 63.5 billion yen from the end of the previous
year, and the trading assets and the receivables on collateralized securities
transactions increased from the end of the previous year in response to the
investors' needs, which increased the assets at the current year to 14,392.3
billion yen, an increase of 2,456.3 billion yen from the end of the previous
year. Consequently, the total assets at the end of the current year increased
to 14,898.8 billion yen, an increase of 2,519.9 billion yen from the end of the
previous year. On the other hand, the total liabilities at the end of the
current year increased to 13,869.8 billion yen, an increase of 2,328.4 billion
yen from the end of the previous year. The total stockholders' equity at the
end of the current year increased by 143.9 billion yen from the end of the
previous year to 792.2 billion yen, whereas the stockholders' equity per share
was 598.27 yen, up 111.57 yen from the end of the previous year.
(4) Status of the Capital Investment of the Group
The Group has been making capital investment for the purpose of enhancing its
customers' convenience. During the current year, we have promoted strengthening
of the online trading system and renovation of the core business system. We
have made IT related investments of 34.9 billion yen in total.
We also have actively made capital investment in branch offices by relocating,
refurbishing and extending the offices to be more accessible to customers.
(5) Status of Financing of the Group
The Company issued 3rd series unsecured straight bonds of 70 billion yen and 4th
series unsecured straight bonds of 30 billion yen, both payment dates were
February 17, 2006. The purpose of the funds is to appropriate the funds for
investment and loans, repayment of debt and operating costs.
Daiwa Securities SMBC Co., Ltd. procured capital by a subordinated loan of 30
billion yen from The Sumitomo Trust and Banking Co., Ltd.
3. Five-year trend on performance and assets
(1) Trend of consolidated performance and assets
(Billions of yen)
65th fiscal 66th fiscal 67th fiscal 68th fiscal 69th fiscal
year year year year year
(From Apr 1, (From Apr 1, (From Apr 1, (From Apr 1, (From Apr 1,
2001 2002 to Mar 2003 2004 2005
31, 2003)
to Mar 31, to Mar. 31 to Mar. 31 to Mar. 31
2002 2004) 2005) 2006)
Operating revenues 488.0 387.6 453.8 519.3 845.6
Net operating revenues 284.9 270.8 352.4 390.4 579.3
Ordinary income 25.8 29.2 96.1 120.4 260.6
Net income (loss) -130.5 -6.3 42.6 52.6 139.9
Stockholders' equity (net assets) 570.8 541.7 604.1 648.3 792.2
Total assets 7,827.3 9,502.8 10,765.6 12,378.9 14,898.8
Stockholders' equity (net assets) 429.68 407.84 453.60 486.70 598.27
per share (Yen)
Earnings (loss) per share (Yen) -98.27 -4.75 31.66 39.03 103.90
Return on Equity (ROE)(%) - - 7.4 8.4 19.4
Number of consolidated 51 51 51 46 46
subsidiaries
Number of companies accounted for 4 4 5 5 5
under equity method
(Note 1) During the current year, one non-consolidated subsidiary was added to
the scope of consolidation due to its increased materiality on the consolidated
financial statement, and one consolidated subsidiary was excluded from the scope
of consolidation as two domestic consolidated subsidiaries merged with a
non-consolidated subsidiary.
(Note 2) From the 66th fiscal year, earnings per share was calculated in
accordance with the Accounting Standards for Earnings per Share (Accounting
Standard Board of Japan Statement No. 2) and the Implementation Guidance for
Accounting Standards for Earnings per Share (Financial Accounting Standard
Implementation Guidance No. 4).
(65th fiscal year) Due to a decrease of commissions, net gain on trading
attributed to a sluggish stock market among other factors, operating revenues
were 488.0 billion yen, and net operating revenues were 284.9 billion yen.
Ordinary income was 25.8 billion yen. Reorganization expenses for real estate
operation of the Group and write-down of investment securities were recognized
as extraordinary losses and, as a result, net loss of the term was 130.5 billion
yen.
Total assets were 7,827.3 billion yen, and total liabilities were 7,103.7
billion yen. The stockholders' equity was 570.8 billion yen.
(66th fiscal year) Though net gains on trading increased due to favorable sales
of foreign currency bonds, commission income decreased due to a sluggish stock
market. As a result, net operating revenues were 270.8 billion yen. However,
due to decreased selling, general and administrative expenses, ordinary income
was 29.2 billion yen. On the other hand, extraordinary losses such as
write-down of investment securities were recognized, and net losses of the year
were 6.3 billion yen.
Due to an increase of trading securities and other factors, total assets were
9,502.8 billion yen. On the other hand, total liabilities were 8,807.0 billion
yen due to increases of cash deposits as collateral for securities loaned.
Stockholders' equity was 541.7 billion yen and stockholders' equity per share
decreased by 21.84 yen from the end of the previous year to 407.84 yen due to
the year's net loss, decrease of evaluation losses, etc.
(67th fiscal year) The stock market environment took a favorable turn and both
commissions and net gains on trading increased, which resulted in operating
revenues of 453.8 billion yen and net operating revenues of 352.4 billion yen,
and ordinary income was 96.1 billion yen. In addition to these, as a result of
recognizing loss on impairment of non-current assets as extraordinary losses by
application of the accounting standards for impairment of fixed assets at an
early stage, the year's net income was 42.6 billion yen.
Due to an increase of loans receivables on collateralized securities
transactions, the current assets were 10,210.0 billion yen and total assets were
10,765.6 billion yen. On the other hand, the total liabilities were 9,995.8
billion yen due to an increase of trading liabilities. As a result of this,
total Shareholders' equity at the end of the year was 604.1 billion yen, and
Shareholders' equity per share was 453.60 yen.
(68th fiscal year) The stock market was active and both commissions and net gain
on trading increased, which resulted in operating revenues of 519.3 billion yen
and net operating revenues of 390.4 billion yen. Ordinary income was 120.4
billion yen, to which the extraordinary gains of 9.5 billion yen from the gain
on sale of investment securities, the extraordinary losses of 17.3 billion yen
from the loss on sale of loan receivables and the write-down of investment
securities, etc. were adjusted, which results in net income of the year of 52.6
billion yen.
Due to an increase of the trading assets, the current assets were 11,936.0
billion yen and total assets were 12,378.9 billion yen. On the other hand, the
total liabilities were 11,541.4 billion yen due to an increase of trading
liabilities. As a result of this, total Shareholders' equity at the end of the
year was 648.3 billion yen, and Shareholders' equity per share was 486.70 yen.
(69th fiscal year (current fiscal year)) See discussion above.
(2) Trend of the Company's performance and assets
(Billions of yen)
65th fiscal 66th fiscal 67th fiscal 68th fiscal 69th fiscal
year year year year year
(From Apr 1, (From Apr 1, (From Apr 1, (From Apr 1, (From Apr 1,
2001 to Mar 2002 to Mar 2003 to Mar 2004 to Mar 2005 to Mar
31, 2002) 31, 2003) 31, 2004) 31, 2005) 31, 2006)
Operating revenues 54.7 70.1 15.6 26.2 35.2
Operating expenses 14.0 13.8 14.2 12.3 12.1
Ordinary income 42.4 57.2 1.8 16.3 25.1
Net income (loss) -109.6 -19.7 -39.8 32.2 51.3
Common stock 138.4 138.4 138.4 138.4 138.8
Stockholders' equity (net assets) 617.6 582.6 558.1 573.1 613.8
Total assets 1,262.1 1,216.2 1,121.1 1,088.6 1,224.6
Stockholders' equity (net assets) 464.95 438.66 419.34 430.71 464.60
per share (Yen)
Earnings (loss) per share (Yen) -82.51 -14.89 -30.09 24.21 38.62
(Note 1) 'Stockholders' equity per share (net assets)' was calculated based on
the number of stocks issued and outstanding at the end of the year and 'Earnings
(loss) per share' was calculated based on the averaged number of stocks issued
and outstanding during the year.
(Note 2) Starting from the 66th fiscal year, earnings per share was calculated
in accordance with the Accounting Standards for Earnings per Share (Accounting
Standards Board of Japan Statement No. 2) and the Implementation Guidance for
Accounting Standards for Earnings per Share (Financial Accounting Standards
Implementation Guidance No. 4).
(65th fiscal year)Due to a significant increase in dividends from related
companies, operating revenues were 54.7 billion yen and ordinary income was 42.4
billion yen. On the other hand, expenses for reorganization of subsidiaries'
real estate business and increase of write-down of investment securities due to
a decline in stock prices were recognized as extraordinary losses of 162.5
billion yen. Accordingly, the net loss of the year was 109.6 billion yen.
Further, Shareholders' equity at the end of the year was 617.6 billion yen.
(66th fiscal year)Due to dividends from related companies, operating revenues
increased to 61.2 billion yen and as commission and other expenses in the
operating expenses decreased, ordinary income increased to 57.2 billion yen.
However, the net loss of the year was 19.7 billion yen. Stockholders' equity at
the end of the year was 582.6 billion yen, and total assets were 1,216.2 billion
yen.
(67th fiscal year)Dividends from related companies decreased sharply to 7.3
billion yen, operating revenues were 15.6 billion yen, and ordinary income was
1.8 billion yen. Extraordinary gains were 5.2 billion yen from a gain on sale
of investment securities, etc., and extraordinary losses were 64.1 billion yen
due to provision for doubtful accounts of a subsidiary in the real estate
business. In addition, by addition of income taxes - deferred amount
17.1 billion yen, the net loss of the year was 39.8 billion yen. Stockholders'
equity at the end of the year was 558.1 billion yen and total assets were
1,121.1 billion yen.
(68th fiscal year)Dividends from related companies increased to 19.1 billion
yen, operating revenues were 26.2 billion yen, and ordinary income was 16.3
billion yen. Extraordinary gains were 9.1 billion yen, including a 5.5 billion
yen gain on liquidation of subsidiaries. A total of 3.3 billion yen of
extraordinary losses including 3 billion yen write-down of investment
securities, was recognized. As a result, the net income of the year was 32.2
billion yen. Total assets were 1,088.6 billion yen and Stockholders' equity at
the end of the year was 573.1 billion yen.
(69th fiscal year (current year))Dividends from related companies significantly
increased to 32.2 billion yen, and operating revenues were 35.2 billion yen,
operating income was 23.0 billion yen and ordinary income was 25.1 billion yen.
Extraordinary gains of 9.6 billion yen including gain on sale of related
companies' stock and extraordinary losses of 3.2 billion yen including foreign
exchange loss from overseas subsidiary capital reduction was recognized. As a
result, the net income of the current year was 51.3 billion yen. Total assets
were 1,224.6 billion yen and Shareholders' equity at the end of the year was
613.8 billion yen.
4. Issues to be Addressed by the Group
Amid an economic recovery in Japan and an acceleration of the shift of
individual financial assets from savings to investment, which is one of the
government policies, the capital market undertakes more important roles as a
public platform. Our social mission, such as a making well-functioning capital
market of a highly public nature, is becoming more important than ever. On the
other hand, diversification of equity-related products, rise of investment
funds, escalation of M&A, popularization of online investing by private
investors, etc., the environment surrounding the Japanese stock market is
greatly changing, and ample personal financial assets and corporate assets empty
into the stock market with speed and on a scale never before seen. Under this
circumstance, as a bearer of capital markets, our business chance is expanding
dramatically. We will make a great leap toward the future, taking advantage of
the operating platform we have developed up to now.
For this purpose, the Group formulated its new mid-term management plan, -
'Passion for the Best' 2008-, for the three years from April 2006 to March 2009.
The plan shows the path for the Group to evolve into 'The Japan's Leading
Securities Group' fueled by customers' trust and employees' passion.
We have set the following 4 points as the main management targets:
(1) Consolidated ordinary income: Y350 billion or higher
(2) Consolidated ROE: 15% or higher
(3) Retail assets under custody: Y45 trillion or higher
(4) Wholesale investment banking: No.1 in each League table
(equity, fixed income, M&A)
The Group envisioned in the plan three years from now is as follows.
Core businesses of the Group are securities related businesses such as retail
securities business, wholesale investment banking business, asset management
business and investment business. These also include commodity, real estate and
loan related products and services. By accurately grasping the changes
surrounding us, the Group will be providing a variety of attractive products and
services, which will meet the needs of our customers and the market, through a
wide range of channels.
The Group will obtain the highest competitiveness in the industry taking
advantage of its outstanding professionalism and productivity. At the same
time, the Group expands its presence around the world, especially in Asia, as
'The Japan's Leading Securities Group.'
To realize the new mid-term management plan of the Group, each and every
employee will strongly imagine the Group's becoming 'The Japan's Leading
Securities Group' and will strive to achieve the targets by the power of wish to
make it realize.
In FY2006, the first fiscal year of -'Passion for the Best' 2008-, the Group
will steadily undertake the action plan based on the following management
policy.
FY2006 Management Policy
Passion, Creation, Action and Evolution 'Full Throttle'
Our clients' needs and the environment surrounding the Group have been changing rapidly. To cope with this
ever-changing environment and to draw new opportunities to the clients, the Daiwa Securities Group has to keep evolving
flexibly and quickly while exerting its ability to create and act to the full extent. With each and every employee's
power in full throttle, the Group as one unit will aim for 'Japan's leading securities group'.
-Retail securities division
As the domestic stock market has turned to an upward trend in a mid-and-long term perspective, a large amount of
individual financial assets are flowing into the capital markets. Using Daiwa Consulting, Daiwa Direct and Daiwa SMAs
as its 3 core platforms, Daiwa Securities will further reinforce its business structure for serving various types of
customers' needs, and the company attempts to address scaled-up businesses based on expanding customer assets.
-Wholesale securities division
Both funding and investment needs of Japanese corporations have been diversified as their business restructuring and M&
A activities accelerate. Adding to conventional investment banking businesses, other opportunities such as principal
investments and SPSs (Note) are increasing in aspects of both funding and investments. Daiwa Securities SMBC will earn
the clients' trust in providing the best solutions, which would lead to stronger earnings.
-Asset management division
As for our investment trust business, we will expand our net assets under management of publicly offered equity
investment trusts through enhancing its asset management capability, product line-ups and client support. For asset
management business, we aim to increase our net assets under management by trying to diversify the product line-ups for
domestic pension funds and expand operations overseas.
-Research, consulting and systems division
For research and consulting businesses operated by Daiwa Institute of Research, the company will provide information
and services generated to the increasingly diverse customer needs and contribute to expanding the Group operations. The
company will also continue to carry out the Group's IT strategies in its system division.
The Group will try hard to improve corporate value continuously, with all
employees devoting themselves to their work in the business. We ask our
shareholders to kindly give us greater guidance and encouragement.
(Note) SPS (Structured Principal Solution): a generic term meaning structured
solutions in order to meet various financial requirements of business
organizations speedily and flexibly, taking advantage of the Group's own
resources and equity capital.
II. Summary of the Company (As of March 31, 2006)
1. The Group's Primary Business Activities
The Group is primarily involved in trading and brokerage of securities and
derivatives, underwriting of securities, distribution of securities, private
offering of securities and other business related to the securities and
financial fields.
2. The Group's Primary Business Locations
(1) The Company's Head Office: 6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo
(2) Main Companies of the Group
Company Name Location
Daiwa Securities Co. Ltd. Chiyoda-ku, Tokyo
Daiwa Securities SMBC Co. Ltd. Chiyoda-ku, Tokyo
Daiwa Asset Management Co. Ltd. Chuo-ku, Tokyo
Daiwa Institute of Research Ltd. Koto-ku, Tokyo
Daiwa SB Investments Ltd. Chuo-ku, Tokyo
Daiwa Securities Business Center Co., Ltd. Koto-ku, Tokyo
Daiwa Property Co., Ltd. Chuo-ku, Tokyo
NIF SMBC Ventures Co., Ltd. Chuo-ku, Tokyo
(3) Main Subsidiaries' Business Locations
Name Location
Daiwa Securities Co. Ltd.
Head Office Chiyoda-ku, Tokyo
Shinjuku Branch Shinjuku-ku, Tokyo
Shibuya Branch Shibuya-ku, Tokyo
Ikebukuro Branch Toshima-ku, Tokyo
Tachikawa Branch Tachikawa City, Tokyo
Yokohama-eki Nishiguchi Branch Yokohama City, Kanagawa
Yokohama Branch Yokohama City, Kanagawa
Chiba Branch Chiba City, Chiba
Omiya Branch Saitama City, Saitama
Sapporo Branch Sapporo City, Hokkaido
Sendai Branch Sendai City, Miyagi
Utsunomiya Branch Utsunomiya City, Tochigi
Niigata Branch Niigata City, Niigata
Nagoya Branch Nagoya City, Aichi
Shizuoka Branch Shizuoka City, Shizuoka
Kanazawa Branch Kanazawa City, Ishikawa
Osaka Branch Osaka City, Osaka
Umeda Branch Osaka City, Osaka
Kobe Branch Kobe City, Hyogo
Kyoto Branch Kyoto City, Kyoto
Takamatsu Branch Takamatsu City, Kagawa
Hiroshima Branch Hiroshima City, Hiroshima
Fukuoka Branch Fukuoka City, Fukuoka
Kagoshima Branch Kagoshima City, Kagoshima
Daiwa Securities SMBC Co. Ltd.
Head Office Chiyoda-ku, Tokyo
Osaka Branch Osaka City, Osaka
Nagoya Branch Nagoya City, Aichi
3. Status of shares
(1) Total number of shares
Total number of authorized shares 4,000,000,000 shares
Total number of issued and outstanding shares 1,332,460,109 shares
(Note) The increase of issued and outstanding shares is due to issuance of new
shares (723,937 shares) associated with conversion of convertible bonds with
stock purchase warrants (unsecured convertible bond, series 16).
(2) Total number of shareholders: 99,042
(3) Major Shareholders (Top 10s)
Shareholders' investment status Our investment status to
respective shareholders
Number of shares held Number of shares held
(Stake of investment) (Stake of investment)
Japan Trustee Services Bank, Ltd. (Trust 107,359,000 shares N/A
Acct.)
(8.06 %)
The Master Trust Bank of Japan, Ltd. (Trust 58,492,000 shares N/A
Acct.) (4.39%)
Sumitomo Mitsui Banking Corporation 30,328,000 shares N/A
(2.28%)
Japan Trustee Services Bank, Ltd. (Trust Acct. 25,900,000 shares N/A
4)
(1.94 %)
Japan Trustee Services Bank, Ltd. /The 24,888,000 shares N/A
Sumitomo Trust & Banking employee retirement
benefit trust account (1.87%)
TAIYO LIFE INSURANCE COMPANY. 23,140,000 shares N/A
(1.74%)
State Street Bank & Trust Company 505103 21,116,000 shares N/A
(1.58%)
Nippon Life Insurance Co. 20,867,000 shares N/A
(1.57%)
State Street Bank & Trust Company 20,624,000 shares N/A
(1.55%)
The Chase Manhattan Bank 385036 18,314,000 shares N/A
(1.37%)
(4) Acquisition, disposition, sales, and holding of treasury stocks
Acquired stock:
Common stock (Note) 10,188,000 shares
Total value of acquisition 13,892,706,000 yen
Out of the above-mentioned stocks, treasury stocks which were repurchased after the 68th ordinary
general meeting of shareholder upon resolution of the Board of Directors authorized by the Articles of
Incorporation:
Common stock (Note) 10,000,000 shares
Total value of acquisition 13,703,234,000 yen
Reason for purchase:
To implement flexible capital management policies with respond to changes in business environment, to
utilize for the stock option system for employees of the Group, etc.
Disposed stock:
Common stock (Note) 26,000 shares
Total value of disposition 21,093,000 yen
Lapsed stock:
Common stock (Note)
Holding stock as of the end of current fiscal year:
Common stock (Note) 11,285,000 shares
(Note) Stocks without special stipulations as provided per article 222-1 of
the previous Commercial Code (Law No.48, 1899, hereinafter the 'Previous
Commercial Code') before its amendment by the Article 64 of the 'Act for
Amendments of Relevant Laws upon Enforcement of Corporation Law (Kaisha-ho no
sekou ni tomonau kankeihouritsu no seibitou ni kansuru houritsu)' (Law No.87,
2005, hereinafter the 'Act for Amendments upon Enforcement of Corporation Law.')
4. Employees
(1) The Group's Employees
Number of Employees Change from previous year
12,561 + 318
(Note): The number of employees includes financial adviser staff of 1,055.
(2) The Company's Employees
Number of Employees Change from previous year Average age Average year of service
257 +-0 (no change) 37.83 11.00
5. The Daiwa Group
(1) Major subsidiaries and affiliates
Address Common stock Percentage of Major business
ownership (%)
(millions of
yen) (of which
directly owned)
Daiwa Securities Co. Ltd. Chiyoda-ku, Tokyo 100,000 100% Securities brokerage,
(100%)Asset management
Daiwa Securities SMBC Chiyoda-ku, Tokyo 205,600 60% Securities brokerage
Co. Ltd. (60%)
Daiwa Asset Management Co. Chuo-ku, 15,174 100% Investment trust and
Ltd. Tokyo (100%) Asset management
Daiwa Institute of Research Koto-ku, Tokyo 3,898 100% Research, system
Ltd. development and
(91.3%) consulting
Daiwa SB Investment Ltd. (Note Chuo-ku, Tokyo 2,000 44.0% Asset management &
1) investment trust
(44.0%)
Daiwa Securities Business Koto-ku, Tokyo 100 100.0% Back office operation &
Center Co., Ltd temporary staff agency
(100.0%)
Daiwa Property Co., Ltd. Chuo-ku, Tokyo 100 100.0% Ownership and leasing of
business offices and
(71.2%) other real estate
NIF SMBC Ventures Co., Ltd. Chuo-ku, Tokyo 18,767 46.2% Venture capital business
(Note2)
(46.2%)
Daiwa Securities SMBC Europe London, GBP109 100.0% Securities brokerage
Limited million
UK ( - )
Daiwa America Corporation New York, U.S.A. USD486 100.0% Integration and
million management of
(100.0%) subsidiaries
Daiwa Securities America Inc. New York, U.S.A. USD100 100.0% Securities brokerage
million
( - )
Daiwa Securities SMBC Asia Amsterdam,Netherlands EUR161 100.0% Integration and
Holding B.V. million management of
( - ) subsidiaries
Daiwa Securities SMBC Hong Hong Kong HKD 100 100.0% Securities brokerage
Kong Limited million
( - )
USD 40
million
Daiwa Securities SMBC Singapore, Singapore SGD42 100.0% Securities brokerage &
Singapore Limited million Finance
( - )
(Note 1) Daiwa SB Investments Ltd. is an affiliated company.
(Note 2) NIF SMBC Ventures Co., Ltd. changed its name from NIF Ventures Co.,
Ltd. following the merger with SMBC Capital Co., Ltd. as October 1, 2005 was the
date for the merger
(Note 3) While Daiwa Securities Trust & Banking (Europe) PL. was listed as a
major subsidiary until the previous year, it is not listed as a major subsidiary
this year due to its decreased materiality caused by collection of its capital.
(2) Progress and Results of Consolidation of Companies
The Company consolidated 46 subsidiaries and applied the equity method to 5
companies. During the current year, one non-consolidated subsidiary was added
to the scope of consolidation due to its increased materiality on the
consolidated financial statement, and one consolidated subsidiary was excluded
from the scope of consolidation as two domestic consolidated subsidiaries merged
with a non-consolidated subsidiary. Also as to companies applied equity method,
one company was added due to share acquisition and one company was excluded due
to merger with a consolidated subsidiary.
During the current year, consolidated operating revenues increased by 62.8%
compared with the previous year, to 845.6 billion yen, ordinary income increased
by 116.4% to 260.6 billion yen, and net income of the current year increased by
165.7% compared with the previous year, to 139.9 billion yen.
(3) Significant Business Alliances
The Company operates joint ventures with Sumitomo Mitsui Financial Group Inc,
and Sumitomo Mitsui Banking Corporation in the areas of wholesale securities
brokerage, asset management and venture capital businesses.
6. Major Lenders
Type of loan Amount of loan Number of Shares of the
(millions of yen) Company owned by the lender
Number of Percentage of
shares ownership (%)
(thousands)
Sumitomo Mitsui Banking Corporation Short-term 30,000 30,328 2.28
borrowings
The Sumitomo Trust & Banking Co., Ltd. Short-term 15,000 1 0.00
borrowings
Mizuho Corporate Bank, Ltd. Short-term 10,820 - -
borrowings
TAIYO LIFE INSURANCE COMPANY Long-Term 10,000 23,140 1.74
borrowings
The Dai-Ichi Mutual Life Insurance Company Long-Term 10,000 4,667 0.35
borrowings
7. Directors and Executive Officers
(1) Names and Titles of Directors
Title Name Areas in charge or primary occupation
Director/Chairman Yoshinari Hara
of the Board
Director/Deputy Chairman Akira Kiyota
of the Board
Director Shigeharu Suzuki
Director Tatsuei Saito
Director Tetsuo Mae
Director Hiroshi Ota
Director Junichiro Wakimizu
Director Takashi Hibino
Director Kenji Hayashibe
Director Tetsuro Kawakami Counsel of Sumitomo Electric Industries,
Ltd.
Director Ryuji Yasuda Professor, Hitotsubashi University, Graduate
School of International Corporate Strategy
Director Keisuke Kitajima Attorney at Law
Director Koichi Uno Certified Public Accountant
(Note 1) Tetsuro Kawakami, Ryuji Yasuda, Keisuke Kitajima and Koichi Uno are
outside directors as defined under Article 188, Paragraph 7-2, Item 2 of the
Previous Commercial Code.
(Note 2) As a 'committee systems' company, the Company installed the following
three committees, composed of the following directors.
Nominating Committee: Yoshinari Hara (Chairman), Shigeharu Suzuki,
Tetsuro Kawakami, Ryuji Yasuda, Keisuke Kitajima
Audit Committee: Kenji Hayashibe (Chairman), Keisuke Kitajima, Koichi Uno
Compensation Committee: Yoshinari Hara (Chairman), Shigeharu Suzuki, Tetsuro Kawakami,
Ryuji Yasuda, Koichi Uno
(Note 3) Directors who resigned during the current year are as follows.
Michihito Higuchi, resigned as of June 24 2005.
(2) Executive Officers
Title Name Area of responsibility or primary occupation
President (Representative Shigeharu Suzuki CEO and Executive Officer in Charge of Retail Division,
Executive Officer), CEO and Representative Director/President of Daiwa
Securities Co. Ltd.
Deputy President Tatsuei Saito COO and Executive Officer in Charge of Wholesale
(Representative Executive Division, Representative Director/President of Daiwa
Officer), COO Securities SMBC Co. Ltd
Executive Officer / Tetsuo Mae Deputy Executive Officer in Charge of Retail Division,
Deputy President Representative Director/Deputy President of Daiwa
Securities Co. Ltd.
Executive Officer / Kenjiro Noda Deputy Executive Officer in Charge of Wholesale
Deputy President Division, Representative Director/Deputy President of
Daiwa Securities SMBC Co. Ltd.
Executive Officer / Michihito Higuchi Executive Officer in Charge of Asset Management
Deputy President Division, Representative Director/President of Daiwa
Asset Management Co. Ltd.
Executive Officer / Yoshiyuki Takemoto Executive Officer in Charge of Research Divisions,
Deputy President Representative Director/President of Daiwa Institute of
Research Ltd.
Executive Vice President and Hiroshi Ota Executive Officer in Charge of Wholesale Division,
Executive Officer Representative and Senior Managing Director of Daiwa
Securities SMBC Co. Ltd.
Executive Vice President and Junichiro Wakimizu Executive Officer in Charge of Information Technology
Executive Officer
Senior Vice President and Takashi Hibino Executive Officer in Charge of Project and Personnel
Executive Officer Divisions
Senior Vice President and Ikuo Mori Executive Officer in Charge of America Division,
Executive Officer Chairman of Daiwa America Corporation
Executive Officer Takatoshi Wakabayashi Executive Officer in Charge of Legal Division, Deputy
Executive Officer in Charge of Personnel Division
Executive Officer Nobuyuki Iwamoto CFO, Deputy Executive Officer in Charge of Project
Division
Executive Officer Yoshinari Hara
Executive Officer Akira Kiyota
(Note 1) Executive officers, Shigeharu Suzuki, Tatsuei Saito, Tetsuo Mae,
Hiroshi Ota, Junichiro Wakimizu, Takashi Hibino, Yoshinari Hara and Akira Kiyota
also serve as director.
(Note 2) Executive officers, Hiroshi Ota, Junichiro Wakimizu and Ikuo Mori have
resigned as of April 2, 2006. Also, Mr. Ikuo Mori resigned as chairman of Daiwa
America Corporation as of April 1, 2006. Mr. Hiroshi Ota resigned as director
of Daiwa Securities SMBC Co. Ltd. as of April 2, 2006.
(Note 3) Shin Yoshidome, Akira Nakamura and Masamichi Yokoi took their new
positions as executive officers as of April 3, 2006, and as of said day
responsibilities of executive officers have changed as follows:
Shin Yoshidome Deputy Executive Officer in Charge of Wholesale Division
Akira Nakamura Executive Officer in Charge of Information Technology (CIO) and
Deputy Executive Officer in Charge of Project Division
Masamichi Yokoi Executive Officer in Charge of America Division
Shin Yoshidome took the position of Representative and Senior Managing Director
of Daiwa Securities SMBC Co. Ltd., and Masamichi Yokoi took the position of
Chairman of Daiwa America Corporation. as of April 3, 2006.
(3) Compensations and other Financial Gains in Consideration of Respective
Performance, Paid to Directors and Executive Officers
Director Executive Officer Total Remarks
Number Amount Number Amount Number Amount
paid paid paid
Amount determined based on Persons Ymillion Persons Ymillion Persons Ymillion
resolutions of
Compensation Committee 5 107 14 758 19 865
(Note 1) Besides the above, the Company issued new stock subscription rights
as stock options gratis to the directors and executive officers. Substance of
new stock subscription rights is as provided in (6) ++A 'the status of new stock
subscription rights issued with especially favorable terms to persons other than
shareholders, during the current fiscal year.'
(Note 2) As of the end of the current fiscal year, the Company had 13
directors and 14 executive officers, and 8 of those directors also served as
executive officers. Compensations of directors who also served as executive
officers are indicated by respective total amount in the executive officers'
section.
(Note 3) Total amount of compensation for 4 outside directors was 67 million
yen.
(Note 4) There was no employees' salary payment to any executive officer who
is also an employee.
(4) Policies for Determination of Compensation for Directors and Executive
Officers
Compensation for the directors and executive officers is determined based on the
following fundamental policies:
• To contribute to increasing shareholders' value through healthy business
development, and for incentives tied to effective short-term and medium
to long-term improvement of business functions to work properly.
• As a securities-related business group operating globally, to keep its
competitive edge domestically and internationally.
• As a company with committees, to make execution and supervision function
work effectively.
Remuneration for directors and executive officers are composed of the basic pay,
the achievement interlocking pay and the stock price interlocking pay as defined
below.
<1> Basic pay
Basic pay is a fixed amount calculated based on position, duties and role of
each individual.
<2> Achievement interlocking pay
Achievement interlocking pay shall be determined by the individual's level of
contributions on basis of consolidated ordinary income and consolidated ROE,
with adding elements of business assets, productivities and customer
satisfaction.
Achievement interlocking pay shall not be applied to directors who do not serve
as executive officer.
<3> Stock price interlocking pay
To increase the level of interlocking with shareholders' value, the Company
grants stock options equivalent to the value of a certain percentage of Basic
pay as stock price interlocking pay.
Stock price interlocking pay shall not be applied to outside directors.
(5) Summary of the Board of Directors' resolutions concerning to necessary
matters to perform Audit Committee's duties
Pursuant to Article 21-7, Paragraph 1, Item 2 of the previous 'Law for Special
Exceptions to the Commercial Code Concerning Audits, etc. of Kabushiki Kaisha'
(Law No. 22, 1974, hereinafter the 'Previous Commercial Code Special Exception
Law') before its repeal by the provision of Article 1, Item 8 of the Act for
Amendments upon Enforcement of Corporation Law, and Article 193 of the Previous
Commercial Code Enforcement Regulations, summary of the Board of Directors'
resolutions which it deemed necessary for performance of Audit Committee's
duties would be as follows.
<1> Employees assisting duties of Audit Committee and securing independency of
such employees from the executive officers
1) To establish the Audit Committee section to exclusively assist the duties of
Audit Committee.
2) Executive officers must give consideration to the significance of the Audit
Committee and its independence from business execution departments, and must
obtain consent in advance from Audit Committee's or a member of the Audit
Committee whom the Audit Committee appoints (hereinafter referred as 'appointed
Audit Committee member') for any change of personnel or organization of such
section.
<2> Matters executive officers and employees must report to Audit Committee and
other reports to Audit Committee
Executive officers and employees shall report the following to the Audit
Committee or the appointed Audit Committee member:
1) When the individual finds any fact that has a possibility of causing
substantial damage to the Company, such fact.
2) When any director and/or officer performed any act that violates any laws,
ordinance or the Articles of Incorporation or when he or she identifies the
possibility of such act, such act.
3) Matters requested to be reported by the Audit Committee or the appointed
Audit Committee member, and other matters considered helpful for audit.
<3> Safekeeping and administration of information related to execution of
executive officer's duties
Information related to performance of executive officers' duties shall be in
safekeeping and managed properly in accordance with the rules of document filing
and safekeeping.
<4> Rules and other systems concerning loss-risk management
Establish a responsible post for every risk category pursuant to the rules of
risk management, and managing risks of the entire Group comprehensively and
totally, so as to clarify the risk management system.
<5> System to assure that executive officers execute their duties effectively
and in compliance with laws, ordinances and the Articles of Incorporation
1) Compliance System
• Establish an internal informing system (internal informing hot-line) for
the purpose of identifying at an early stage and taking corrective action
for any action that violates laws, ordinances or other rules in the Group
• Establish the corporate ethics section to promote penetration and
formation of corporate ethics among employees.
• In accordance with the rules of ethics and the standards of ethical
conduct for officers' compliance with laws, hold training seminars.
2) Internal Control System
(a) Business Monitoring Committee
• Business Monitoring Committee deliberates and rules on matters concerning
arrangement and regulation of internal control systems, risk management
systems and internal management systems of the Group.
• Audit Committee members may attend Business Monitoring Committee's
meetings.
(b) Internal Audit Section
• Establish Internal Audit Department for the purpose of constructing a
healthy and effective internal control system of Group companies.
• Internal Audit Department shall report the results of internal audit to
the Audit Committee and the Business Monitoring Committee.
• The Audit Committee or the appointed Audit Committee member may entrust
investigation to Internal Audit Department as needed.
(Note) In addition to the above, the Board of Directors resolved the matters
concerning 'System to audit effectively by Audit Committee' and 'System to
assure appropriateness of operation of the corporate group consisting of the
corporation and its subsidiaries' based on the Corporation Law (Law No.86, 2006)
and Corporation Law Enforcement Regulations (Ministry of Justice Ordinance
No.22, 2005) in response to enforcement of the Corporation Law in the meeting of
the Board of Directors held on April 26, 2006.
(6) New Stock Subscription Rights
<1> Currently Issued new stock subscription rights
New stock subscription rights under Article 280-20 and Article 280-21 of the
Commercial Code
New stock subscription rights, series 1. (issued on September 1, 2004)
1) Number of new stock subscription rights: 4,471
2) Type and number of shares subject to new stock subscription rights:
Common stock of the Company 4,471,000 shares
3) Issued price: Gratuitous grant
June 2005 issued new stock subscription rights (issued on June 24, 2005)
1) Number of new stock subscription rights: 538
2) Type and number of shares subject to new stock subscription rights:
Common stock of the Company 538,000 shares
3) Issued price: Gratuitous grant
New stock subscription rights, series 2. (issued on September 2, 2005)
1) Number of new stock subscription rights: 2,560
2) Type and number of shares subject to new stock subscription rights:
Common stock of the Company 2,560,000 shares
3) Issued price: Gratuitous grant
(Note) In addition to the above, issued based on provisions of the Article
341-2 of the previous Commercial Code before enforcement of the 'Act for
Amendments of a part of Commercial Code, etc.' (Law No.128, 2001) is below.
The 16th Series Unsecured Convertible Bonds of Daiwa Securities Group Inc. (with
a special covenant concerning the limited equal ranking among domestic
convertible bonds) (issued on September 16, 1999)
1) Amount of outstanding convertible bonds: 79,193 million yen
2) Type of shares issued by conversion: Common stock of the Company
3) Conversion price: 1,094 yen
<2(> The status of new stock subscription rights issued with especially
favorable terms to persons other than shareholders, during the current fiscal
year
June 2005 issued new stock subscription rights (issued on June 24, 2005)
1) Number of new stock subscription rights: 538
2) Type and number of shares subject to new stock subscription rights:
Common stock of the Company 538,000 shares
(1,000 shares per right)
3) Issued price: Gratuitous grant
4) Amount to be paid at the time of exercising new stock subscription rights:
1,000 yen per right
(1 yen per share)
5) Period new stock subscription rights may be exercised:
From July 1 2005 to June 30, 2025
6) Terms of exercising new stock subscription rights
* Each new stock subscription right may not be exercised in parts.
* Other terms are as provided in the contract of new stock subscription
rights allotment.
7) Causes and terms of cancellation of new stock subscription rights
When the person to whom new stock subscription rights is allotted loses his
rights, when the Company is extinguished due to merger or when stock-for-stock
exchange or stock-transfer which results in the Company becoming a full
subsidiary, the new stock subscription rights may be cancelled gratuitously.
8) Substance of favorable terms
New stock subscription rights were issued gratuitously to the directors,
executive officers and employees of the Company and affiliated companies of the
Company.
9) Names allotted to, and respective number of new stock subscription rights
allotted are as below.
(a) Directors and executive officers of the Company
Name Number Name Number
Shigeharu Suzuki 17 Hiroshi Ota 8
Yoshinari Hara 15 Junichiro Wakimizu 8
Tatsuei Saito 13 Takashi Hibino 7
Akira Kiyota 12 Ikuo Mori 7
Tetsuo Mae 10 Takatoshi Wakabayashi 5
Kenjiro Noda 10 Nobuyuki Iwamoto 5
Michihito Higuchi 9 Kenji Hayashibe 5
Yoshiyuki Takemoto 9 Total 15 people 140
(b) Directors and employees of the subsidiaries and affiliates (Top 17's)
Name Number Company name
Akira Sakiyama 8 Daiwa Securities Co. Ltd.
Toshiro Ishibashi 8 Daiwa Securities Co. Ltd.
Kazuo Ariake 8 Daiwa Securities Co. Ltd.
Nobuaki Omura 8 Daiwa Securities SMBC Co. Ltd.
Taro Sumitani 8 Daiwa Securities SMBC Co. Ltd.
Tokuzo Takaki 7 Daiwa Securities Co. Ltd.
Takashi Fukai 7 Daiwa Securities Co. Ltd.
Tomiki Koide 7 Daiwa Securities Co. Ltd.
Masaki Shimazu 7 Daiwa Securities Co. Ltd.
Hiroshi Fujioka 7 Daiwa Securities SMBC Co. Ltd.
Sumio Fukushima 7 Daiwa Securities SMBC Co. Ltd.
Shin Yoshidome 7 Daiwa Securities SMBC Co. Ltd.
Daisuke Saji 7 Daiwa Securities SMBC Co. Ltd.
Kazuhiko Akamatsu 7 Daiwa Securities SMBC Co. Ltd.
Keiichi Sato 7 Daiwa Asset Management Co. Ltd.
Akira Hasegawa 7 Daiwa Asset Management Co. Ltd.
Yasuo Nakamura 7 Daiwa Institute of Research Ltd.
(c) Directors of subsidiaries and affiliates to whom have been allotted more
than the least number (5) of allotted shares to the Company's directors and
executive officers (excluding ones listed on (b))
Name Number Company name
Masahide Morimoto 6 Daiwa Property Co., Ltd.
Kenichi Fukuda 6 Daiwa Securities Business Center Co., Ltd.
Masayasu Ooi 5 Daiwa Asset Management Co. Ltd.
Hidehiro Fujii 5 Daiwa Asset Management Co. Ltd.
Syunichiro Nakauchi 5 Daiwa Institute of Research Ltd.
Naoaki Takahashi 5 Daiwa Institute of Research Ltd.
Eiji Azuma 5 Daiwa Institute of Research Ltd.
Akira Nakamura 5 Daiwa Institute of Research Ltd.
Yoshihide Shimamura 5 Daiwa Property Co., Ltd.
(d) Breakdown of new stock subscription rights granted to the directors and
employees of subsidiaries and affiliates
Number of right Total number of
persons granted
Directors of subsidiaries and affiliates 187 31
Employees of subsidiaries and affiliates 211 45
Total 398 76
(Note 1) The names of companies that persons granted work for are as of the day
of allotment (June 24, 2005).
(Note 2) Executive officers of subsidiaries and affiliates are categorized as
and included in employees of subsidiaries and affiliates.
New stock subscription rights, series 2 (issued on September 2, 2005)
1) Number of new stock subscription rights: 2,560
2) Type and number of shares subject to new stock subscription rights:
Common stock of the Company 2,560,000 shares
(1,000 shares per right)
3) Issued price: Gratuitous grant
4) Amount to be paid at the time of exercising new stock subscription rights:
781,000 yen per right
(781 yen per share)
5) Period new stock subscription rights may be exercised:
From July 1 2007 to August 31, 2012
6) Terms of exercising new stock subscription rights:
* Each new stock subscription right may not be exercised in parts.
* Other terms are as provided in the contract of new stock subscription
rights allotment.
7) Causes and terms of cancellation of new stock subscription rights
When the person to whom new stock subscription rights is allotted loses his
rights, when the Company is extinguished due to merger or when stock-for-stock
exchange or stock-transfer which results in the Company becoming a full
subsidiary, the new stock subscription rights may be cancelled gratuitously.
8) Substance of favorable terms
New stock subscription rights were issued gratuitously to the directors,
executive officers and employees of the Company and affiliated companies.
9) Names allotted to, and respective number of new stock subscription
rights allotted are as below.
(a) Employees of the Company and Directors and employees of the subsidiaries and
affiliates
Name Number Company name
Syuichi Komori 11 Daiwa SB Investments Ltd.
Toshio Ito 8 Daiwa SB Investments Ltd.
Katsumi Ando 7 Daiwa SB Investments Ltd.
Hiroaki Hanao 7 Daiwa SB Investments Ltd.
Hiroshi Takeuchi 7 Daiwa SB Investments Ltd.
Kazuo Otaka 7 Daiwa SB Investments Ltd.
Yoshimi Murakami 7 Daiwa Pension Consulting Co., Ltd.
Chokichi Miyata 7 Daiwa Investor Relations Co., Ltd.
Taro Tanaka 7 Daiwa Securities Group Inc.
Toshiaki Kawai 6 Daiwa SB Investments Ltd.
(b) Breakdown of new stock subscription rights granted to the directors and
employees of affiliates
Number of right Total number of
persons granted
Employees of the Company 150 100
Directors of subsidiaries and affiliates 73 12
Employees of subsidiaries and affiliates 2,337 1,804
Total 2,560 1,916
(Note 1) New stock subscription rights, series 2 were not allotted to
directors and executive officers of the Company.
(Note 2) The names of companies that persons granted work for are as of the
day of allotment (September 2, 2005).
(Note 3) Executive officers of subsidiaries and affiliates are categorized as
and included in employees of subsidiaries and affiliates.
More to Follow
This information is provided by RNS
The company news service from the London Stock Exchange
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