IR News｜News

 Benesse Corporation announced that the board of directors has tentatively decided on April 25, 2003 to change executives, including outside directors and auditors, as of June 25, 2003 as shown below.

These executive changes will be formally finalized in the general meeting of shareholders and the board meeting to be held on June 25, 2003.


Purpose

We have continuously improved our corporate governance since the introduction of the Corporate Executive Officers on April 1, 2003. Our Corporate Executive Officers emphasizes the separation of management oversight from execution to enhance oversight functions of the board of directors. For example, there shall be only one President and Chief Operating Officer (COO) (*) who can concurrently hold a post of director and corporate executive officer.

In order to further enhance such oversight functions, the board of directors has decided to introduce first-ever outside directors and tentatively specify two persons for the post. As a result, the board of directors will have six members, two of whom are outside directors.

The board of directors also decided on two new auditors; one of whom is an outside auditor (lawyer) and another is a female executive in corporate ethics and compliance division. We expect this will promote further improvement of our corporate ethics and compliance.

* It has been tentatively decided that Masayoshi Morimoto would be appointed as of June 25, 2003.


1. Career of Candidates for New Outside Directors:

Takeo Tsumura (Date of Birth: May 13, 1946)
April 1973 Joined Toa Nenryo Kagaku Kogyo KK.
September 1984 Joined McKinsey & Company, Inc. Japan
May 1987 Joined Russell Reynolds Associates, Inc. Tokyo branch
February 1989 President and CEO of Foods Supply International Co.
March 1990 President and CEO of Corporate Metamorphosis Associates Co.
October 1997 President and CEO of CMA Co.
December 2000 Director of CMA Co.
July 2002 Representative of CMA (in-service)

Tamotsu Adachi (Date of Birth: October 12, 1953)
April 1977 Joined Mitsubishi Corporation
January 1988 Joined McKinsey & Company, Inc. Japan
June 1995 Principal of McKinsey & Company, Inc. Japan (officer)
March 1997 Manager of Business Development Headquarters, GE Capital Japan
March 1999 President and CEO of Japan Lease Auto Co.
December 2000 President and CEO of GE Fleet Services Co. (in-service)
May 2003 Managing Director of Carlyle Japan LLC (plan)


2. Career of Candidates for New Auditors:

Kimie Sakuragi (Date of Birth: September 6, 1958)
March 1981 Joined Fukutake Publishing Co., Ltd. (now Benesse Corporation)
April 1990 Section chief of Junior High School Correspondence Courses Division
April 1991 Chief of Advertisement Section, Publishing Division
April 1995 Supervisor of Book Businesses in Publishing Division
November 1998 Chief of Business Ethics Committee
January 2003 Manager of Corporate Ethics and Compliance Office (in-service)

Tomoji Wada (Date of Birth: June 27, 1947) < Outside auditor>
April 1973 Assistant judge of Tokyo District Court
April 1976 Assistant judge of Kure Branch, Hiroshima District and Family Court
April 1978 Assistant judge of Osaka District Court
January 1980 Enrolled as a lawyer (until now)
April 1990 Vice-chairman of Okayama Bar Association
April 2002 Chairman of Okayama Bar Association, Managing director of Japan Federation of Bar Associations

Among present auditors, Hirofumi Ueda (regular auditor) and Tsuneya Komoto (outside auditor) will retire at the end of the term, as of June 25.

Please note that the shift to the new administration, which includes the appointment of Masayoshi Morimoto as President and COO, does not take effect until after the resolutions of the shareholders’ general meeting and the board of directors.