Tuesday, May 28, 2013: Renesas Electronics Corporation (TSE: 6723, Renesas), a premier supplier of advanced semiconductor solutions, today announced that the company made decisions at a meeting of the Board of Directors held today on changes in its Members of the Board, Corporate Auditors, Corporate Officers, and the organizational structure as of June 26, 2013. The executive personnel changes follow the changes in Representative Directors which were announced on May 9, 2013, in “Renesas Electronics Announces Changes in Representative Directors and the Titles”.
The appointment of new Outside Directors and a new Outside Corporate Auditor will come into effect after the Ordinary General Meeting of Shareholders (“the shareholders meeting”) in June 26, 2013, if the capital injection through third-party allotment to The Innovation Network Corporation of Japan (INCJ) and 8 companies has been completed at least one day before the shareholders meeting. If the capital injection is completed on or after the shareholders meeting, the changes will become effective the day after the capital injection is made.
1. Changes in Executive Personnel
1-1. Purpose of the Changes
Renesas resolved to change its executive personnel with the aim of speeding up decision-making and execution of business in order to attain an earlier recovery of business performance as well as future growth by completing ongoing structural reforms and accelerating measures for growth.
1-2. Outline of the Changes
(1) Changes in Members of the Board
Name New Position Former Position
Shigeo Mizugaki Senior Vice President and Member of the Board (Reappointment) Senior Vice President and Member of the Board
Yasushi Akao Retiring Member of the Board
Masaki Kato Retiring Member of the Board
Yoichi Yano Retiring Member of the Board
Shozo Iwakuma Retiring Member of the Board
Susumu Furukawa Retiring Outside Director
Masahiro Yamamura Retiring Member of the Board (part-time)
Masayuki Ichige Retiring Outside Director
Tokuo Yamamoto Retiring Outside Director
Haruyasu Asakura Outside Director (New) –
Hidetoshi Shibata Outside Director (New) –
Note 1: Representative Directors are not changed from the announcement, “Renesas Electronics Announces Changes in Representative Directors, Corporate Officers and Organizational Structure” on February 22, 2013.
Note 2: The appointment of two new Outside Directors will come into effect after the shareholders meeting in June 26, 2013, if the capital injection through third-party allotment to The Innovation Network Corporation of Japan (INCJ) and 8 companies has been completed at least one day before the shareholders meeting. If the capital injection is completed on or after the shareholders meeting, the changes will become effective the day after the capital injection is made.
Note 3: See the attachment for brief biographies of the two new Outside Directors.
(2) Changes in Corporate Auditors
Name New Position Former Position
Junichiro Nishi Retiring Corporate Auditor
Yoshihito Kitamatsu Retiring Outside Corporate Auditor
Takeshi Sekine Outside Corporate Auditor (New) –
Note 1: The appointment of a new Outside Corporate Auditor will come into effect after the Ordinary General Meeting of Shareholders (“the shareholders meeting”) in June 26, 2013, if the capital injection through third-party allotment to The Innovation Network Corporation of Japan (INCJ) and 8 companies has been completed at least one day before the shareholders meeting. If the capital injection is completed on or after the shareholders meeting, the changes will become effective the day after the capital injection is made.
Note 2: See the attachment for a brief biography of the new Outside Corporate Auditor.
(3) Changes in Corporate Officers (As of June 26, 2013)
Name New Position Former Position
Hideo Tsujioka Retiring Corporate Officer
Masahiko Sagawa Retiring Corporate Officer
Toshihide Suzuki Corporate Officer (New) Vice President
Note 1: There are no changes in the other current Corporate Officers, Osamu Nogimura, Manabu Kawashima, Takeshi Noguchi and Ryuji Omura.
Note 2: See the attachment for a brief biography of the new Corporate Officer.
2. Changes in Organizational Structure
2-1. Establishment of the Corporate Planning Unit
Renesas aims to achieve an earlier recovery of business performance and future growth under the new management structure following the changes in executive personnel announced today. Therefore Renesas is going to establish the Corporate Planning Unit which will oversee the Corporate Planning Division, the Legal & Compliance Division, the Finance & Accounting Division and the Human Resources & General Affairs Division to ensure a robust management structure. This structure will enable close divisional cooperation during the creation of business strategy and during its implementation. Tetsuya Tsurumaru, Representative Director, President and COO, will also be Chief of the Corporate Planning Unit from June 26. 2013.
2-2. Outline of the Changes
Renesas is going to establish the Corporate Planning Unit which will incorporate the Corporate Planning Division, the Legal & Compliance Division, the Finance & Accounting Division and the Human Resources & General Affairs Division.
2-3. Schedule
The new organization is scheduled to be launched on June 26, 2013.
