Table of Contents
1
June 2, 2016
Dear Shareholders:
Notice of the 109th Ordinary General Meeting of Shareholders
This is to inform you that the Companys 109th Ordinary General Meeting of Shareholders will be held as described below. You are
cordially invited to attend the meeting.
If it is inconvenient for you to attend the meeting, you are sincerely requested to
examine carefully the Reference Materials for Exercise of Voting Rights (p.56-p.69) contained herein and to exercise your voting rights by the Internet or mail, as soon as possible. If voting by mail, please return the voting instruction card duly
signed by you after marking for or against each bill.
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1.
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Time and Date:
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10:00 a.m. Friday, June 24, 2016
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Place:
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Osaka-Jo Hall
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3-1 Osaka-jo, Chuo-ku, Osaka-shi
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Matters to be
Reported:
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1.
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The business report and report on the consolidated financial statements and financial statements for the 109th fiscal period from April 1, 2015 to March 31, 2016
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2.
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Report of audit results of Accounting Auditors and the Audit & Supervisory Board on the consolidated financial statements
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Matters to be Acted Upon:
Bill No. 1: To Elect 17 Directors
Bill No. 2: To Elect 2 Audit & Supervisory
Board Members
Bill No. 3: To Approve Changes to Remuneration for Directors
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Sincerely yours,
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Kazuhiro Tsuga
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President and Director
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Panasonic Corporation
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1006 Oaza Kadoma, Kadoma-shi, Osaka, Japan
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Shareholders attending the meeting are requested to hand in the voting instruction card at the reception desk of the meeting venue.
Persons other than shareholders, such as proxies and accompanying persons who are not shareholders, are not permitted to attend the meeting.
The Notice of Resolutions for the 109th Ordinary General Meeting of Shareholders will be posted on our website at
http://www.panasonic.com/global/corporate/ir/shareholder.html
after the General Meeting of Shareholders.
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2
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1.
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The financial statements and other information included in this Notice are
prepared primarily on a consolidated basis in conformity with U.S. generally accepted accounting principles (U.S. GAAP). In some cases where required, however, financial statements on a parent-alone basis, which is in conformity with generally
accepted accounting principles in Japan (Japan GAAP), is also provided herein. Financial statements on a parent-alone basis and consolidated financial statements should not be confused with each other.
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An English translation of explanations for the exercise of voting rights via
the Internet is omitted herein. For foreign shareholders who maintain standing proxies in Japan, such explanations (in Japanese) are sent to, and available at, your standing proxies.
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3.
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For supplemental information regarding the
bills on pages 56 to 69, please visit the following Web site:
http://www.panasonic.com/global/corporate/ir/shareholder.html
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3
[Appendix to the Notice of General Meeting of Shareholders]
Business Report for the 109th Fiscal Period
(From April 1, 2015 to March 31, 2016)
1. Brief Business Review of
the Panasonic Group
(1) Progress and Results during the Period
During the year ended March 31, 2016 (fiscal 2016) under review, the global economy continued to recover mildly overall, while the
economic environment changes have been seen, such as changes in the monetary policies in several countries, the fall in resource prices, and geopolitical instability. While the economy has been slowed down in China and some resource-rich countries,
the economy in the U.S. and Europe continued to show a slow recovery supported by their internal demands. In Japan, while the recovery in consumption was weak, the employment situation continued to improve.
The Company achieved its Cross-Value Innovation 2015 (the mid-term management plan from fiscal 2014 to 2016) financial targets one year
ahead of schedule in fiscal 2015 with operating profit of ¥350.0 billion or more, operating profit to sales ratio of 5% or more and cumulative free cash flow of ¥600.0 billion or more. Panasonic set its fiscal 2016 as a year of transition to
sustainable growth by shifting to generating profit from sales expansion. In particular, the Company has focused on large-scale six Business Divisions (BDs) with Air-Conditioner, Lighting, Housing Systems, Automotive Infotainment Systems,
Rechargeable Battery and PanaHome, to prepare and take steps to improve net sales and operating profit and to structure and execute strategic investments.
The Company, however, was unable to respond properly to business environment changes such as slow down of Chinese economy, and as a result, large-scale six BDs failed to lead corporate-wide growth. The
Company was unable to increase profit through sales expansion that was originally planned.
Consolidated group sales for
fiscal 2016 decreased by 2% to ¥7,553.7 billion from fiscal 2015. Domestic sales decreased year on year due mainly to sales decrease of residential solar photovoltaic systems, while sales in home appliances were stable. Overseas sales also
decreased year on year due mainly to downsizing TV business to focus on improving profitability, while sales in BtoB solutions business increased. Operating profit increased by 9% to ¥415.7 billion from a year ago. The Company secured the profit
increase year on year due mainly to fixed-cost reduction including restructuring benefit, streamlining of material-related process and improvements in the business structure, without sales expansion.
In other income (deductions), the Company recorded business restructuring expenses including impairment losses, and some legal cost.
Accordingly, Income before income taxes was ¥217.0 billion, increased by 19% from a year ago.
Net income attributable to
Panasonic Corporation increased by 8% to ¥193.3 billion from a year ago. Deferred tax asset (DTA) of ¥132.8 billion was recorded to Panasonic Corporation (parent-alone) on a consolidated basis and provision for income taxes was decreased,
since profitability improved this year and stability of profit improved by the Companys decision on introducing the consolidated tax system in Japan.
4
Segment Information
Panasonic group classifies its business into five reportable segments and operates them: Appliances, Eco Solutions, AVC Networks, Automotive & Industrial Systems, and Other.
The Companys annual sales and profits by segment for fiscal 2016 are summarized as follows. In accordance with the organizational
change, segment information for fiscal 2015 has been reclassified to conform to the presentation for fiscal 2016.
Appliances
Sales decreased by 3% to ¥2,269.4 billion from a year ago due mainly to sales decrease in TV business as a result
of downsizing marketing activities and major strategy changes, while sales in home appliances were favorable in Japan in fiscal 2016.
Looking at the main BDs of this segment, in the Air-Conditioner Company, sales were at the same level as a year ago, as a deterioration in market conditions in China was offset by brisk sales in Japan for
home air-conditioners and large air-conditioners, as well as sales growth mainly in the Asia-Oceanian market.
In the Laundry
Systems and Vacuum Cleaner BD, sales increased owing to robust sales of washing machines and vacuum cleaners in the domestic and Asian markets.
In the TV BD, sales declined, mainly reflecting a major change in business strategy, such as the withdrawal from in-house production in China and the transfer of the TV business unit of SANYO Electric
Co., Ltd. to a Chinese manufacturer, and the deterioration of business conditions in Latin America.
In the Kitchen Appliances
BD, sales were at the same level as a year ago, sales of high value-added products such as rice cookers and microwave ovens were strong in the Japanese market, as were sales of commercial-use equipment and Japanese products in overseas markets
respectively.
Segment profit increased by ¥22.4 billion to ¥72.2 billion from a year ago due mainly to profit
improvement in TVs and sales increase in home appliances, offsetting the negative impact of exchange rate movement such as yen depreciation.
Eco Solutions
Sales decreased by 3% to ¥1,610.8 billion from a year ago due mainly to sales decrease in residential solar photovoltaic systems in
Japan.
Looking at the main BDs of this segment, in the Lighting BD, sales increased, reflecting sales growth in LED lighting
fixtures in Japan, mainly for the non-residential market, and sales growth in LED lighting fixtures and lamps for the Asian market.
In the Energy Systems BD, despite growth in the domestic mainstay business of wiring devices, and so forth, and growth in sales overseas, sales declined as the growth was unable to absorb a decline in
sales of residential solar photovoltaic systems in Japan.
In the Housing Systems BD, despite strong sales of medium to
high-priced products such as sanitary products, including tankless toilets, amid the gradual recovery of Japanese housing market, sales declined due to lower sales of popularly priced products and interior furnishing materials.
At Panasonic Ecology Systems Co., Ltd., sales were at the same level as a year ago, reflecting growth in sales of ventilation equipment
in North America, which was offset by a decline in sales of air purifiers in Japan and China, and delays in new project starts and deliveries in the engineering business.
Segment profit decreased by ¥16.9 billion to ¥78.4 billion from a year ago due to sales decrease in residential solar photovoltaic systems, although the Company strengthened its business structure
with streamlining of material-related process and business restructuring.
AVC Networks
Sales increased by 1% to ¥1,169.8 billion from a year ago.
In fiscal 2016, sales decrease from last years business restructuring was offset by sales increase in Vertical Solution Business and Visual and Imaging Business and positive impact from yen
depreciation.
Looking at the main businesses of this segment, the Vertical Solution Business, including the Avionics BD, saw
sales increase, mainly reflecting growth in sales of aircraft in-flight entertainment systems supported by strong demand for aircraft, along with the positive impact from the yen depreciation.
5
In the Visual and Imaging Business, despite a decrease in digital camera sales due to a
contraction in the market for popularly-priced products such as compact cameras, sales increased as the decline was offset by growth in sales of high value-added products among digital cameras, such as mirrorless cameras, while high brightness
projector models performed strongly, and sales growth in the Integrated Security Business outpaced market growth in Japan and in North America.
In the Mobility Business, sales declined due to the significant impact of a decline in the sales volume of rugged Pc in the mainstay markets of North America.
In the Communication Business, sales declined mainly reflecting a decline in sales associated with the worldwide contraction in the
market for fixed-phones and a decline in sales of private branch exchanges (PBXs) due to a contraction in the market for conventional analogue PBXs and the impact of a deterioration in the foreign exchange rates in emerging countries.
Segment profit increased by ¥22.9 billion to ¥74.7 billion from a year ago, due to sales increase in Vertical Solution Business
and restructuring benefit from the previous years.
Automotive & Industrial Systems
Sales decreased by 3% to ¥2,708.6 billion from a year ago due to negative impact from demand decline for ICT (information and
communications technology) related business, while the Companys sales for car manufacturers and auto parts manufacturers increased led by robust automobile sales in North America in fiscal 2016.
Looking at the main businesses of this segment, in the Automotive Business, despite the impact of a slump in vehicle sales in Japan,
sales increased supported by a favorable market in North America supporting sales growth in networked display-audio systems, automotive camera modules and switches, etc.
In the Energy Business, despite strong growth in sales of dry batteries, micro batteries, and others, and a continuing shift in lithium-ion batteries to industrial-sector applications such as automotive
batteries and energy storage, sales declined due to the strong impact of a decline in demand for ICT, such as notebook PCs.
In
the Industrial Business, despite strong growth in sales of automotive devices such as car relays, sales declined due to the withdrawal from the circuit board business, etc. in the previous year, the contraction of the optical disk drives business,
and the decline in demand for ICT.
In the Factory Solutions Business, despite growth in sales of mounting equipment for auto
parts manufacturers and industrial motors, sales were at the same level as a year ago due to the impact of the economic slowdown in China.
Segment profit decreased by ¥13.7 billion to ¥102.7 billion from a year ago due mainly to sales decrease in Energy and Industrial Businesses and upfront investment towards future growth mainly for
automotive and storage battery businesses.
Other
Sales decreased by 13% to ¥661.4 billion from a year ago. In fiscal 2016, while sales in PanaHome Corporation increased due to favorable sales in high value-added products such as Zero-Eco products
that outperform conventional products, urban residential properties such as multistory houses, and rental apartment housing, and promotion of remodeling business for previously-built PanaHome residences, conventional wooden houses, and condominiums,
overall sales decreased due mainly to business transfers.
Segment profit increased by ¥1.5 billion to ¥16.1 billion
from a year ago due mainly to profit improvement in PanaHome Corporation following streamlining of material and construction costs.
6
Segment Information
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Segment
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Sales
(billions of
yen)
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Year-on-year
comparison
(%)
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Operating
profit
(billions of
yen)
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Profit
ratio
(%)
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Year-on-year
comparison
(%)
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Appliances
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2,269.4
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97
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72.2
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3.2
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145
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Eco Solutions
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1,610.8
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97
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78.4
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4.9
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82
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AVC Networks
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1,169.8
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101
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74.7
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6.4
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144
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Automotive & Industrial Systems
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2,708.6
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97
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102.7
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3.8
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88
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Other
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661.4
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87
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16.1
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2.4
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111
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Subtotal
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8,420.0
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97
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344.1
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4.1
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105
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Eliminations and Adjustments
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(866.3
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71.6
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Consolidated Total
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7,553.7
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98
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415.7
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5.5
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109
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(Notes)
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1.
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Amounts less than ¥100 million have been rounded to the nearest ¥100 million, and profit ratios have been rounded to one decimal place. Year-on year comparison figures
have been rounded to the nearest whole number.
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2.
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Year-on year comparison figures are calculated with the segment information of fiscal 2015 reclassified to conform to the segment structure of fiscal 2016.
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3.
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Sales of segments include intersegment sales.
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4.
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The figures in Eliminations and Adjustments include earnings and expenses which are not attributable to any segments, for the purpose of evaluating operating results
of each segment, and consolidation adjustments (including amortization of intangible assets and differences of accounting principles).
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5.
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In the sales of fiscal 2016, sales in Japan decreased by 2% year on year from fiscal 2015 to ¥3,601.8 billion. Sales outside Japan decreased by 2% year on year to
¥3,951.9 billion.
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7
(2) Research and Development
The Panasonic Group worked to promote growth in major business fields of each segment, focusing its efforts on technology development to contribute to the rapidly developing Internet of Things (IoT)*,
robotics technologies, and environmental issues. Key development themes and results during fiscal 2016 were as follows:
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Consumer electronics:
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Development of the RULO robot vacuum cleaner that uses automatic control operation to achieve vacuum-cleaning action that adjusts to suit the situation
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Panasonic has developed a new technology that enables a vacuum cleaner to detect the amount
of dirt and the material of the floor surface using various sensors, and then determine its own traveling route, suction power, and brush rotation speed. In addition, the use of Panasonics proprietary triangular shape (RULOs triangular
shape) based on mechanical engineering and the application of technologies cultivated in the field of home vacuum cleaners enables the robot to clean in detail in the corners of rooms where dust accumulates easily.
Panasonic will continue to evolve robotics through sensor technologies and artificial intelligence technologies, to
contribute to reducing the burden of daily housekeeping.
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Development of a pure hydrogen fuel cell prototype that generates electricity directly from hydrogen
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Panasonic developed a pure hydrogen fuel cell prototype that does not emit CO2 when generating electricity, in a move
towards achieving a hydrogen society in the future. Demonstration testing is underway at a local government facility.
In addition, Panasonic is also promoting technology development across the entire value chain of hydrogen production, storage, and utilization, thereby contributing to the achievement of a distributed
energy society that uses energy efficiently by local production for local consumption.
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Development of a hypochlorous acid air purifier that achieves highly effective bacteria and odor removal, ziaino
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Panasonic developed a bacteria and odor removal technology using a gas-liquid contact method
that passes fouled air through a bacteria filter impregnated with hypochlorous acid generated by electrolyzed water technology.
The technology enables countermeasures for disease transmission in spaces where people gather in numbers, such as hospitals and kindergartens, as well as elimination of odors from nursing care facilities
and so on, making it possible to provide safer, more comfortable air environments.
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Development of human detection technology utilizing artificial intelligence technology with image processing
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Panasonic has developed a technology able to simultaneously detect in real time multiple humans in a variety of postures
or holding an umbrella, using deep learning, and a new algorithm for human-like identification processing requiring at most about one tenth of the amount of calculation as conventional algorithms.
These methods have made a substantial advance towards incorporating this technology in self-driving vehicles, which
require miniaturization and energy reduction.
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Development of multilingual voice translation technology enabling communication without a sense of language barriers
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Panasonic has developed a multilingual voice translation system that enhances listening precision with a directional sound
pickup technology that uses four microphones arranged in three dimensions to determine the position of the person speaking, and then translates smoothly using a cloud-based voice recognition, translation, and synthesizer engine.
The result has enabled hands-free translation in noisy environments, such as crowds. Panasonic will continue demonstration
testing to improve performance of the system, aiming to commercialize it.
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Development of a wide-dynamic-range-technology for organic CMOS image sensors
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Panasonic has developed a simultaneous light and darkness capture sensor with a proprietary construction equipped with two
cells of differing sensitivity and a noise cancelling function inside a single pixel. The sensor achieves 100 times the dynamic range of a conventional sensor with the same chip size.
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The technology enables reproduction of rich color tone without image
distortion or blurring, even in high-contrast situations such as a backlit scene or subjects under lighting.
R&D expenditures totaled ¥449.8 billion in fiscal 2016.
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(Note)
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IoT :
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Internet of Things refers to the connection of many things and devices to the Internet.
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(3) Capital Investment
The Panasonic Group made capital investment totaling ¥248.8 billion in fiscal 2016, as a result of conducting capital investment under a philosophy of investing steadily for future growth, with a
focus on its key businesses.
The main capital investments have been in production facilities in the U.S. for portable
rechargeable batteries for automotive use.
(4) Corporate Financing
The Panasonic Groups basic policy is to generate necessary funds for its business activities through its own efforts. The generated
funds are utilized efficiently through internal Group finance operations. In cases where it becomes necessary to secure funds for purposes such as for working capital or business investments, corporate financing is secured from an external source by
appropriate means after due consideration of the Groups financial standing and financial market conditions.
In fiscal
2016, Panasonic redeemed the third series of unsecured straight bonds totaling ¥40.0 billion in June 2015, (issued by the former Matsushita Electric Works, Ltd. in June 2008 and succeeded to the Company in January 2012) and the tenth series of
unsecured straight bonds totaling ¥200.0 billion in March 2016 (issued in March 2011) as they fell due. As a result, the balance of unsecured straight bonds was ¥680.0 billion as of March 31, 2016.
(5) Environmental Activities
Panasonic formulated its Sustainability Policy, which is its stance, as a public entity, toward being in harmony with society and the global environment, and contributing to the development of
a sustainable society through its business. To further extend the green innovation initiatives that it has developed in accordance with this policy, Panasonic has determined the Environmental Policy, which consists of its Environmental
Statement, Environmental Action Guideline and Environmental Action Plan.
Under the Environmental Action
Plan, Panasonic has formulated targets to be achieved in fiscal 2019 and the actions needed to achieve them as the Green Plan 2018. In cooperation with customers, supply chains and local communities, Panasonic is pushing ahead with the plan in five
areas: (1) CO
2
reduction, (2) Resources recycling, (3)
Efficient use of water, (4) Control of chemical substances and (5) Biodiversity.
In the area of
CO
2
reduction, Panasonic is working to contribute to a
reduction through its production activities and products. In production activities, Panasonic is conducting Green Factories activities at all of its factories worldwide, under which it is taking steps to reduce its environmental load. As a result of
these efforts, Panasonic received the Minister of Economy, Trade, and Industry Prize in the Energy-Saving Activities Category in the Fiscal 2016 Energy Conservation Grand Prizes for its initiatives relating to the optimal
setting of air-conditioning equipment, Establishing a new energy conservation method requiring zero investment by calculation at an automotive battery factory. Moreover, in product, Panasonics air-conditioner with ECONAVI and power
conditioner cooling unit for solar photovoltaic system both received the Energy Conservation Center, Japan Chairmans Prize.
In the area of resource recycling, Panasonic has been working to make efficient use of resources. Panasonic has developed its own near-infrared sorting machine that can sort three types of plastic
simultaneously, which can recover a single plastic at a high level of purity from mixed plastic in appliances that have finished their useful lives. This machine has helped to expand Panasonics use of recycled plastic, and received the
Minister of Economy, Trade, and Industry Prize at the Fiscal 2016 Awards for Resource Recirculation Technologies and Systems.
9
As an evaluation of these kinds of activities, Panasonic was ranked 7th in the manufacturing
sector (previously 10th) in the 19th Environmental Management Survey (conducted by Nikkei Inc.), which shows simultaneous pursuit of environmental measures and management, and 3rd (previously 4th) in the Environmental Brand Survey 2015 (conducted by
Nikkei Business Publications, Inc.), which investigates the environmental image of a corporation among general consumers, improving its evaluation in each. Furthermore, the Company was selected for inclusion the global socially responsible
investment index, Dow Jones Sustainability Indices (DJSI) World for the 11th consecutive year.
None of the above-mentioned
activities can be achieved by the Panasonic Group alone. Looking ahead, Panasonic will deepen its ties with partner companies, improve environmental issues through its business activities, and win support and understanding from all members of
society as it expands its environmental activities.
(6) Challenges for the Panasonic Group
The global economy in fiscal 2017 is expected to grow moderately overall, since the economy in the U.S. and Europe is expected to continue
to recover, and personal consumption in Japan is expected to be boosted by improved employment and personal income environment, while some uncertainties such as volatile resource prices, geopolitical risks and economic slowdown in emerging countries
are expected.
Panasonics sales, however, fell short of the incremental annual target set for fiscal 2016 towards its
sales target of ¥10 trillion in fiscal 2019 aiming at sales growth. Under these circumstances, the Company revisited its sales target of ¥10 trillion in fiscal 2019, and decided to accelerate initiatives aiming at profit growth, and to
pursue its management philosophy, Panasonic continues to create contributions to its customers.
Panasonic
revisits its strategy with 5 x 3 matrix indicating five major business areas in three regions, which has applied up until now. The framework will be four business areas of Consumer Electronics, Housing, Automotive, and B2B, with Devices
allocated to these business areas. The Company expects new sales growth in the Consumer Electronics, Housing, and Automotive businesses through delivering value widely to end customers. In the B2B business, Panasonic will aim at developing a highly
profitable business structure by defining industries to engage, core products, and regions to proceed its strategy with the aim of assisting its customers to enhance their competitiveness.
In addition to steady profit expansion in the Consumer Electronics, Housing, and Automotive business areas where growth strategies are in
steady progress, Panasonic will aim to achieve high profitability in B2B business to establish a structure for steady profit growth.
Individual businesses will be categorized into low profitability business, stable growth business, and high-growth business, in accordance with the characteristics of businesses, such as business
environment and competitiveness. The Company defines the best strategy for each business to execute.
Low
profitability businesses indicate the ones where sales growth is hardly expected. Panasonic will thoroughly pursue profitability improvement rather than sales growth.
Stable growth businesses indicate the ones where the market is expected to grow. Panasonic will pursue steady sales and profits expansion aiming at above industry average growth through
enhancing competitiveness.
High-growth businesses indicate the ones where market growth is expected and also
Panasonic will concentrate its management resources to boost growth in sales and profits. The major initiatives in the high growth businesses are as follows.
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1)
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Consumer Electronics business
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Panasonic will accelerate expansion of premium products in its focus countries in Asia, and strengthen product lineup in India and sales
platforms in Africa to expand business there.
Panasonic will
significantly increase the number of operating sites to expand remodeling and elderly-care businesses in Japan. In Asia, mainly PanaHome Corporation will accelerate its town development business collaborating with local land developers.
Panasonic
will achieve new growth with the next-generation cockpit business, mainly by collaborating with Ficosa International S.A., a major manufacturer of automotive mirrors. Furthermore, looking ahead to fiscal 2019 and beyond, the Company will focus its
management resources on strengthening development and increasing manufacturing sites in the fields of ADAS (Advanced Driver Assistance Systems) and automotive batteries towards further growth.
10
Commercial
refrigeration & food equipment business will become one of Panasonics main business pillars with the acquisition of Hussmann Corporation, a U.S.-based industrial refrigerated and freezer display case manufacturer. Panasonic will also aim
at creating new businesses that will follow the aviation and commercial refrigeration & food equipment businesses.
For
fiscal 2019, the Company-wide management targets are: operating profit of ¥450.0 billion and net income attributable to owners of the parent company of ¥250.0 billion or more (IFRS basis).
Panasonic set fiscal 2017 as a year to lay a solid foundation for growth, toward the fiscal 2019 management targets and
beyond, and it intends to focus on developing its growth businesses. The Company aims to achieve steady growth in sales and profits by making aggressive upfront investments and the 1.0-trillion-scale strategic investments toward fiscal 2019.
Panasonic has revisited its fiscal 2019 sales target of ¥10 trillion. However, nothing has been changed in the
Companys growth strategy, based on which it will continue to promote initiatives for profit growth. Going forward, Panasonic will further focus on profit growth to continue to contribute to its customers. The Company sincerely wishes to
express its appreciation to all shareholders for their continued support and guidance.
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(Note)
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The Company will voluntarily adopt International Financial Reporting Standards (IFRS) in place of U.S. Generally Accepted Accounting Principles (U.S. GAAP) for its consolidated
financial statements and documents as of the end of the fiscal year ending March 31, 2017.
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11
(7) Financial Summary
Consolidated business results and financial condition
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Fiscal period
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FY2013
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FY2014
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FY2015
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FY2016
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Net sales (billions of yen)
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7,303.0
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7,736.5
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7,715.0
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7,553.7
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Income (loss) before income taxes (billions of yen)
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(398.4
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)
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206.2
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182.5
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217.0
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Net income (loss) attributable to Panasonic Corporation (billions of yen)
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|
|
(754.3
|
)
|
|
|
120.4
|
|
|
|
179.5
|
|
|
|
193.3
|
|
Basic net income (loss) attributable to Panasonic Corporation common shareholders per share (yen)
|
|
|
(326.28
|
)
|
|
|
52.10
|
|
|
|
77.65
|
|
|
|
83.40
|
|
Total assets (billions of yen)
|
|
|
5,397.8
|
|
|
|
5,213.0
|
|
|
|
5,956.9
|
|
|
|
5,597.0
|
|
Panasonic Corporation shareholders equity (billions of yen)
|
|
|
1,264.0
|
|
|
|
1,548.2
|
|
|
|
1,823.3
|
|
|
|
1,705.1
|
|
Panasonic Corporation shareholders equity per share (yen)
|
|
|
546.81
|
|
|
|
669.74
|
|
|
|
788.87
|
|
|
|
734.62
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
Panasonic Corporations consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP).
|
|
|
|
|
|
|
|
Panasonic Corporation shareholders equity and shareholders equity per share are shown in conformity with U.S. GAAP.
|
|
|
|
|
|
2.
|
|
Amounts less than ¥100 million are rounded to the nearest ¥100 million.
|
|
|
In fiscal 2013, sales declined mainly because of lackluster sales of digital consumer-related products. Regarding earnings, the Company incurred a loss
before income taxes due to the recording of a considerable amount of business restructuring expenses including impairment losses on goodwill and intangible assets. In addition, the Company increased the valuation allowances for deferred tax assets
(DTA) in fiscal 2013 and incurred provision for income taxes. As a result, a net loss was posted in income attributable to Panasonic Corporation for the two consecutive years.
|
|
|
In fiscal 2014, sales increased as the Company capitalized on a surge in demand before the consumption tax hike in April 2014, while yen depreciation
also contributed. Regarding earnings, improvements to unprofitable businesses, fixed cost reductions, and initiatives to streamline materials costs contributed to profit. Also, despite the recognition of business restructuring expenses, pre-tax
income and net income attributable to Panasonic Corporation both increased significantly and the Company returned to profitability, owing partly to the recognition of a one-off gain from a pension scheme change and gain from transferring of the
healthcare business.
|
|
|
In fiscal 2015, sales were at the same level as in fiscal 2014 mainly due to strong sales in solar photovoltaic systems and automotive-related
business, despite the impact of weakening demand after the consumption tax hike in April 2014. Regarding earnings, profits benefited from improvements to challenging businesses, fixed cost reductions, and initiatives to streamline materials costs.
However, pre-tax income declined due to the recognition of expenses including those related to business restructuring, litigation, and market-related measures. Net income attributable to Panasonic Corporation increased due mainly to a decrease in
provision for income taxes as a result of recording DTA.
|
|
|
Details of operations for fiscal 2016 are as described in the preceding pages under (1) Progress and Results during the Period.
|
12
Business results and financial condition on a parent-alone basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal period
|
|
FY2013
|
|
|
FY2014
|
|
|
FY2015
|
|
|
FY2016
|
|
Net sales (billions of yen)
|
|
|
3,917.0
|
|
|
|
4,084.6
|
|
|
|
3,852.4
|
|
|
|
3,782.3
|
|
Recurring profit (billions of yen)
|
|
|
110.5
|
|
|
|
145.2
|
|
|
|
190.2
|
|
|
|
213.8
|
|
Net income (loss) (billions of yen)
|
|
|
(659.4
|
)
|
|
|
(25.9
|
)
|
|
|
8.3
|
|
|
|
3.7
|
|
Net income (loss) per share (yen)
|
|
|
(285.23
|
)
|
|
|
(11.22
|
)
|
|
|
3.58
|
|
|
|
1.60
|
|
Total assets (billions of yen)
|
|
|
4,837.5
|
|
|
|
4,672.0
|
|
|
|
4,679.1
|
|
|
|
4,935.2
|
|
Net assets (billions of yen)
|
|
|
981.5
|
|
|
|
953.6
|
|
|
|
902.3
|
|
|
|
879.7
|
|
Net assets per share (yen)
|
|
|
424.58
|
|
|
|
412.53
|
|
|
|
390.29
|
|
|
|
378.85
|
|
(Note)
Amounts less than ¥100 million are rounded to the nearest ¥100 million.
|
|
In fiscal 2013, Panasonic recorded an increase in sales, reflecting such factors as strong sales to the automotive sector. Regarding earnings, the
boost given by the rise in sales as well as other positives including an increase in dividend income resulted in a substantial increase in recurring profit. On the other hand, the Company posted a net loss due to the booking of non-recurring loss
such as loss on devaluation of stock in subsidiaries and affiliates.
|
|
|
In fiscal 2014, Panasonic recorded an increase in sales, reflecting strong sales of housing related business. Regarding earnings, the boost given by
the rise in sales and other positives including an increase in dividend income, as well as reduction in fixed cost, resulted in an increase in recurring profit. In addition, the Company posted a net loss due to the booking of non-recurring loss such
as loss on devaluation of stock in subsidiaries and affiliates and provision for loss on business of subsidiaries and affiliates.
|
|
|
In fiscal 2015, Panasonic recorded a decrease in sales, owing to factors such as a decrease in demand following the surge before the consumption tax
hike in April 2014. Regarding earnings, sales decreased, but recurring profit increased, owing partly to fixed cost reductions as well as a decrease in non-recurring expenses. On the other hand, net income increased, despite the recognition of
non-recurring loss such as loss on devaluation of stock in subsidiaries and affiliates and provision for loss on business of subsidiaries and affiliates.
|
|
|
In fiscal 2016, Panasonic recorded a decrease in sales, owing to factors such as a decrease in sales of residential solar photovoltaic systems.
Regarding earnings, despite decrease in sales, recurring profit increased, owing partly to fixed cost reductions as well as an increase in dividend income. On the other hand, net income decreased due to the booking of non-recurring loss such as
provision for loss on business of subsidiaries and affiliates.
|
13
(8) Principal Business
The Panasonic Groups main products and services by segment are as follows:
(as of March 31, 2016)
|
|
|
Segment
|
|
Main products and services
|
|
|
Appliances
|
|
Air-conditioners, TVs, refrigerators, washing machines, personal-care products, microwave ovens, home audio equipment, video equipment, vacuum cleaners, rice cookers, bicycles,
showcases, large-sized air-conditioners, compressors, fuel cells
|
|
|
Eco Solutions
|
|
Lighting fixtures, lamps, wiring devices, solar photovoltaic systems, water-related products, interior furnishing materials, ventilation and air-conditioning equipment, air
purifiers, nursing-care-related products
|
|
|
AVC Networks
|
|
Aircraft in-flight entertainment systems, PCs and tablets, projectors, digital cameras, surveillance cameras, social infrastructure systems equipment, fixed-phones, mobile
phones
|
|
|
Automotive & Industrial Systems
|
|
Car-use-multimedia-related equipment, electrical components, lithium-ion batteries, automotive batteries, dry batteries, electronic components, automation controls, semiconductors,
electronic materials, LCD panels, electronic-components-mounting machines, electric motors, welding equipment
|
|
|
Other
|
|
Detached housing, rental apartment housing, land and buildings for sale, home remodeling, raw materials
|
(9) Major Business Sites of the Panasonic Group
|
|
|
|
|
1) Major business sites of the Company
|
|
|
(as of March 31, 2016)
|
|
|
|
Name
|
|
Location in Japan
|
|
Corporate head office
|
|
|
Kadoma-shi, Osaka
|
|
|
|
Corporate branch office
|
|
|
|
|
Government and External Relations Division
|
|
|
Minato-ku, Tokyo
|
|
|
|
Research and development division
|
|
|
|
|
Advanced Research Division
|
|
|
Moriguchi-shi, Osaka
|
|
|
|
Production divisions
|
|
|
|
|
Appliances Company
|
|
|
Kusatsu-shi, Shiga
|
|
Eco Solutions Company
|
|
|
Kadoma-shi, Osaka
|
|
AVC Networks Company
|
|
|
Kadoma-shi, Osaka
|
|
Automotive & Industrial Systems Company
|
|
|
Kadoma-shi, Osaka
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
Locations of main offices of divisions and Divisional Companies are listed above.
|
|
|
|
|
|
2.
|
|
The sales divisions are included within the production divisions.
|
14
|
|
|
2) Principal domestic subsidiaries
|
|
(as of March 31, 2016)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Common stock
(millions of yen)
|
|
|
Ratio of
voting
interests
(%)
|
|
|
Principal businesses
|
|
Location in Japan
|
PanaHome Corporation
|
|
|
28,375
|
|
|
|
54.5
|
|
|
Construction and sale of custom-built houses and sale of land and buildings with real estate, asset utilization, and home
remodeling businesses
|
|
Toyonaka-shi,
Osaka
|
|
|
|
|
|
Panasonic Factory Solutions Co., Ltd.
|
|
|
15,000
|
|
|
|
100.0
|
|
|
Manufacture and sale of production systems, including circuit manufacturing and parts mounting equipment and
systems
|
|
Kadoma-shi,
Osaka
|
|
|
|
|
|
Panasonic Ecology Systems Co., Ltd.
|
|
|
12,092
|
|
|
|
100.0
|
|
|
Manufacture and sale of ventilation and
air-conditioning
equipment and air purifiers,
etc.
|
|
Kasugai-shi,
Aichi
|
|
|
|
|
|
Panasonic Consumer Marketing Co., Ltd.
|
|
|
1,000
|
|
|
|
100.0
|
|
|
Sale of various electric and electronic products
|
|
Osaka-shi,
Osaka
|
|
|
|
|
|
Panasonic Liquid Crystal Display Co., Ltd.
|
|
|
500
|
|
|
|
95.0
|
|
|
Manufacture and sale of LCD panels
|
|
Himeji-shi,
Hyogo
|
|
|
|
|
|
SANYO Electric Co., Ltd.
|
|
|
400
|
|
|
|
100.0
|
*
|
|
Manufacture and sale of solar photovoltaic systems, rechargeable batteries and electronic components, etc.
|
|
Daito-shi, Osaka
|
|
|
|
|
|
Panasonic Semiconductor Solutions Co., Ltd.
|
|
|
400
|
|
|
|
100.0
|
|
|
Manufacture and sale of semiconductors etc.
|
|
Nagaokakyo-shi,
Kyoto
|
|
|
|
|
|
Panasonic System Networks Co., Ltd.
|
|
|
350
|
|
|
|
100.0
|
|
|
Manufacture and sale of surveillance cameras, settlement and construction verification terminals, IP-related equipment,
etc.
|
|
Fukuoka-shi,
Fukuoka
|
|
|
|
(Note)
|
|
Percentage with an asterisk (*) includes indirect voting interests.
|
15
|
|
|
|
|
|
|
|
|
3) Principal overseas subsidiaries
|
|
|
|
|
|
(as of March 31, 2016)
|
|
|
|
|
|
|
(all currency amounts: millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Common stock
|
|
|
Ratio of
voting
interests
(%)
|
|
|
Principal businesses
|
|
Location
|
Panasonic Corporation of North America
|
|
|
US$
|
|
|
|
537.1
|
|
|
|
100.0
|
|
|
Manufacture and sale of various electric and electronic products with regional headquarters functions
|
|
U.S.
|
|
|
|
|
|
|
Panasonic Avionics Corporation
|
|
|
US$
|
|
|
|
22.0
|
|
|
|
100.0
|
*
|
|
Manufacture, sale and service of aircraft
in-flight
entertainment systems
|
|
U.S.
|
|
|
|
|
|
|
Panasonic do Brasil Limitada
|
|
|
BRL$
|
|
|
|
712.4
|
|
|
|
100.0
|
|
|
Manufacture and sale of various electric and electronic products
|
|
Brazil
|
|
|
|
|
|
|
Panasonic Europe Ltd.
|
|
|
Stg£
|
|
|
|
199.9
|
|
|
|
100.0
|
|
|
Regional headquarters and R&D functions
|
|
U.K.
|
|
|
|
|
|
|
Panasonic AVC Networks Czech s.r.o.
|
|
|
Czk
|
|
|
|
2,414.0
|
|
|
|
100.0
|
*
|
|
Manufacture and sale of TV
|
|
Czech Republic
|
|
|
|
|
|
|
Panasonic Asia Pacific Pte. Ltd.
|
|
|
US$
|
|
|
|
1,478.2
|
|
|
|
100.0
|
*
|
|
Manufacture and sale of various electric and electronic products with regional headquarters functions
|
|
Singapore
|
|
|
|
|
|
|
Panasonic India Pvt. Ltd.
|
|
|
INR
|
|
|
|
16,988.0
|
|
|
|
100.0
|
*
|
|
Manufacture and sale of various electric and electronic products
|
|
India
|
|
|
|
|
|
|
Panasonic Taiwan Co., Ltd.
|
|
|
NT$
|
|
|
|
3,422.2
|
|
|
|
69.8
|
|
|
Manufacture and sale of various electric and electronic products
|
|
Taiwan
|
|
|
|
|
|
|
Panasonic Corporation of China
|
|
|
RMB
|
|
|
|
8,127.3
|
|
|
|
100.0
|
|
|
Sale of various electric and electronic products with regional headquarters functions
|
|
China
|
|
|
|
|
|
|
Panasonic Appliances
Air-Conditioning
(Guangzhou) Co., Ltd.
|
|
|
RMB
|
|
|
|
282.2
|
|
|
|
67.8
|
*
|
|
Manufacture and sale of air conditioner-related products
|
|
China
|
|
|
|
|
|
|
Panasonic Automotive Systems Dalian Co., Ltd.
|
|
|
RMB
|
|
|
|
94.0
|
|
|
|
60.0
|
*
|
|
Manufacture and sale of in-car electronic equipment
|
|
China
|
|
|
|
(Note)
|
|
Percentages with an asterisk (*) include indirect voting interests.
|
16
(10) Employees
|
|
|
|
|
|
|
|
(as of March 31, 2016
|
)
|
|
|
Segment
|
|
Number of employees
|
|
Appliances
|
|
|
50,623
|
|
Eco Solutions
|
|
|
47,903
|
|
AVC Networks
|
|
|
33,074
|
|
Automotive & Industrial Systems
|
|
|
92,908
|
|
Other
|
|
|
23,093
|
|
Corporate
|
|
|
1,919
|
|
|
|
|
|
|
Total
|
|
|
249,520
|
|
|
|
|
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
The number of employees refers solely to full-time employees of the Company on a consolidated basis.
|
|
|
|
|
|
2
|
|
The number of employees has decreased by 4,564 from the end of the preceding fiscal period.
|
|
|
|
|
|
3.
|
|
Of the total above, the number of employees at the parent company was as follows:
|
|
|
|
|
|
|
|
|
|
Number of employees
|
|
|
|
Average age
|
|
|
|
Average length of service (years)
|
55,937
|
|
|
|
45.6
|
|
|
|
23.3
|
(11)
|
Transfer of Businesses, etc.
|
|
|
|
|
|
|
|
|
|
|
|
The primary transactions with respect to the Panasonic Group during fiscal 2016 were as
follows:
|
|
|
|
|
|
|
|
|
1.
|
|
On April 1, 2015, consolidated subsidiary Panasonic Corporation of North America absorbed and merged another
consolidated subsidiary, SANYO North America
Corporation.
|
|
|
|
|
|
|
|
|
2.
|
|
On June 30, 2015, Panasonic acquired 49% of the shares of Spanish automotive mirror manufacturer Ficosa International S.A., making it an associated company under the equity
method.
|
|
|
|
|
|
|
|
|
3.
|
|
On August 1, 2015, Panasonic conducted a share exchange making the Company a wholly-owning parent company and making consolidated subsidiary Panasonic Information Systems Co.,
Ltd. a wholly-owned subsidiary.
|
|
|
|
|
|
|
|
|
4.
|
|
On August 7, 2015, Panasonic acquired all equity in ITC Global Inc. of the United States, which operates satellite communication services for the marine energy industry, and ITC
Global Netherlands Cooperatief U.A. of the Netherlands, making both companies and their subsidiaries consolidated subsidiaries of Panasonic.
|
|
|
|
|
|
|
|
|
5.
|
|
On April 1, 2016, Panasonic acquired 100% of the shares of Hussmann Parent Inc., which holds all shares of Hussmann Corporation of the United States, a company that manufactures,
develops, sells, and provides services related to commercial-use refrigerated and freezer display cases. As a result, the two companies and their subsidiaries became consolidated subsidiaries of the Company.
|
17
2. Stock Information (as of March 31, 2016)
|
|
|
|
|
(1) Number of Shares Authorized to Be Issued:
|
|
|
4,950,000,000
|
|
|
|
(2) Number of Shares Issued:
|
|
|
2,453,053,497
|
|
|
|
(3) Number of Shareholders:
|
|
|
514,129
|
|
|
|
(4) Major Shareholders (Top 10):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Share ownership
(in thousands of shares)
|
|
|
Shareholding ratio (%)
|
|
Japan Trustee Services Bank, Ltd. (trust account)
|
|
|
145,055
|
|
|
|
6.24
|
|
The Master Trust Bank of Japan, Ltd. (trust account)
|
|
|
121,847
|
|
|
|
5.24
|
|
STATE STREET BANK AND TRUST COMPANY
|
|
|
81,294
|
|
|
|
3.50
|
|
NIPPON LIFE INSURANCE COMPANY
|
|
|
69,056
|
|
|
|
2.97
|
|
Panasonic Corporation Employee Shareholding Association
|
|
|
43,197
|
|
|
|
1.86
|
|
SUMITOMO LIFE INSURANCE COMPANY
|
|
|
37,408
|
|
|
|
1.61
|
|
STATE STREET BANK WEST CLIENT - TREATY 505234
|
|
|
33,095
|
|
|
|
1.42
|
|
THE BANK OF NEW YORK MELLON SA/NV 10
|
|
|
31,725
|
|
|
|
1.36
|
|
Japan Trustee Services Bank, Ltd. (trust account 7)
|
|
|
30,291
|
|
|
|
1.30
|
|
Matsushita Real Estate Co., Ltd.
|
|
|
29,121
|
|
|
|
1.25
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
The figures in Share ownership are rounded down to the nearest thousands of shares.
|
|
|
|
|
|
2.
|
|
Shareholding ratio is calculated by deducting the Companys treasury stock (132,057,190) and rounded down to two decimal places.
|
|
|
|
|
|
3.
|
|
The English names of foreign shareholders above are based on the General Shareholders Notification notified by Japan Securities Depository Center, Inc.
|
18
3. Status of Stock Acquisition Rights, etc.
(1)
|
Summary of stock acquisition rights issued by the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Stock
acquisition
rights
allotment
date
|
|
|
Number of
stock
acquisition
rights
|
|
|
Class and number of
shares to be acquired
upon
exercise
of stock acquisition
rights
|
|
|
Amount
to be paid
(per stock
acquisition
right)
|
|
|
Exercise
price (per
share)
|
|
|
Period during which
stock acquisition rights
may be exercised
|
|
Stock acquisition rights issued in August of fiscal year 2015
|
|
|
August 22,
2014
|
|
|
|
2,088
|
|
|
|
Common stock
208,800 shares
|
|
|
¥
|
105,400
|
|
|
¥
|
1
|
|
|
|
From August 23, 2014
to August 22, 2044
|
|
|
|
|
|
|
|
|
Stock acquisition rights issued in August of fiscal year 2016
|
|
|
August 20,
2015
|
|
|
|
1,729
|
|
|
|
Common stock
172,900 shares
|
|
|
¥
|
112,400
|
|
|
¥
|
1
|
|
|
|
From August 21, 2015
to August 20, 2045
|
|
(2)
|
Status of stock acquisition rights delivered as compensation for the execution of duties by Directors as of March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of stock
acquisition rights
|
|
|
Class and number of shares
to be acquired upon
exercise
of stock acquisition rights
|
|
|
Directors (excluding Outside Directors)
|
|
|
|
|
Number of
holders
|
|
|
Number of stock
acquisition rights held
|
|
Stock acquisition rights issued in August of fiscal year 2015
|
|
|
1,596
|
|
|
|
Common stock
159,600 shares
|
|
|
|
13 Directors
|
|
|
|
1,596
|
|
|
|
|
|
|
Stock acquisition rights issued in August of fiscal year 2016
|
|
|
1,307
|
|
|
|
Common stock
130,700 shares
|
|
|
|
13 Directors
|
|
|
|
1,307
|
|
|
|
|
(Note)
|
|
No allotment was made to Outside Directors and Audit & Supervisory Board Members for this issuance of stock acquisition rights.
|
(3)
|
Status of stock acquisition rights delivered as compensation for the execution of duties to employees during the current fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of stock
acquisition rights
|
|
|
Class and number of shares
to be acquired upon
exercise
of stock acquisition rights
|
|
|
Employees (Executive Officers*), etc.
|
|
|
|
|
Number of
persons
granted
|
|
|
Number of stock
acquisition rights held
|
|
Stock acquisition rights issued in August of fiscal year 2016
|
|
|
422
|
|
|
|
Common stock
42,200 shares
|
|
|
|
17 Persons
|
|
|
|
422
|
|
|
|
|
(Note)
|
|
Asterisk indicates Executive Officers under the Panasonic Groups Group-Wide Executive Officer System.
|
19
4. Panasonic Directors and Audit & Supervisory Board Members, etc.
(1)
|
Directors and Audit & Supervisory Board Members, etc.
|
(Titles and responsibilities are all as of March 31, 2016)
|
|
|
|
|
Title
|
|
Name
|
|
Major responsibility
|
Chairman of the Board
|
|
Shusaku Nagae
|
|
|
|
|
|
Vice Chairman of the Board
|
|
Masayuki Matsushita
|
|
|
|
|
|
President
|
|
Kazuhiro Tsuga
|
|
|
|
|
|
Executive Vice President
|
|
Yoshihiko Yamada*
|
|
In charge of Strategic Regions; Director, Strategic Regions Business Promotion Division
|
|
|
|
|
|
Kazunori Takami
|
|
In charge of Japan Region, Customer Satisfaction, and Design
|
|
|
|
Senior Managing Directors
|
|
Hideaki Kawai*
|
|
In charge of Accounting and Finance, and Groupwide Cost Busters Project
|
|
|
|
|
|
Yoshiyuki Miyabe*
|
|
In charge of Technology, Intellectual Property, Manufacturing, and Procurement
|
|
|
|
|
|
Yoshio Ito*
|
|
President, Automotive & Industrial Systems Company
|
|
|
|
|
|
Tamio Yoshioka*
|
|
President, Eco Solutions Company; In charge of Construction Safety Regulations Administration Department
|
|
|
|
Managing Directors
|
|
Takashi Toyama*
|
|
Representative in Tokyo; In charge of Government and External Relations; Director, Government and External Relations Division; In charge of Tokyo Olympic & Paralympic
Business Promotion
|
|
|
|
|
|
Jun Ishii*
|
|
In charge of Human Resources, General Affairs, Social Relations, Legal Affairs, Fair Business & Compliance, Corporate Governance, Risk Management, Facility Management,
Corporate Sports Promotion, and Executive Support Office; Director, Risk & Governance Management Division
|
|
|
|
|
|
Yasuji Enokido*
|
|
President, AVC Networks Company; In charge of Visual & Imaging Business, and Solutions Business
|
|
|
|
|
|
Mototsugu Sato*
|
|
In charge of Planning, BPR Project, Business Creation Project, and Panasonic Spin-up Fund
|
|
|
|
|
|
Tetsuro Homma*
|
|
President, Appliances Company; In charge of Consumer Business
|
|
|
|
Directors
|
|
Masayuki Oku
|
|
|
|
|
|
|
|
Yoshinobu Tsutsui
|
|
|
|
|
|
|
|
Hiroko Ota
|
|
|
|
|
|
Senior Audit & Supervisory Board Members
|
|
Seiichiro Sano
|
|
|
|
|
Hirofumi Yasuhara
|
|
|
|
|
|
Audit & Supervisory Board
Members
|
|
Yoshio Sato
|
|
|
|
Ikuo Hata
|
|
|
|
|
|
|
|
Toshio Kinoshita
|
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
Those with the title of Senior Managing Director or above are Representative Directors.
|
|
|
|
|
|
2.
|
|
Masayuki Oku, Yoshinobu Tsutsui and Hiroko Ota are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act. The Company sent notification of the statuses of
these Directors as Independent Directors to the stock exchanges of Japan on which the Companys shares are publicly listed.
|
|
|
|
|
|
3.
|
|
Yoshio Sato, Ikuo Hata and Toshio Kinoshita are Outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies Act. The Company sent
notification of the statuses of these Audit & Supervisory Board Members as Independent Audit & Supervisory Board Members to the stock exchanges of Japan on which the Companys shares are publicly
listed.
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
|
Hirofumi Yasuhara has a considerable knowledge of finance and accounting accumulated through his experience
serving as Representative Director and Senior Managing Executive Officer in charge of Control Group of PanaHome Corporation. Toshio Kinoshita has a
considerable knowledge of finance and accounting through his long standing involvement as a certified public accountant in the corporate accounting of global corporations in Japan and overseas.
|
|
|
|
|
|
|
5.
|
|
|
Directors whose names are marked with an asterisk concurrently hold the position of Executive Officer under the Panasonic Groups Group-Wide Executive Officer
system.
|
|
|
|
|
|
|
6.
|
|
|
Changes in Directors and Audit & Supervisory Board Members during fiscal 2016 were as follows.
|
|
|
|
|
|
|
|
|
|
(1) Appointments
|
|
|
|
|
|
|
|
|
|
At the 108th Ordinary General Meeting
of Shareholders held on June 25, 2015, Yasuji Enokido, Tetsuro Homma and Yoshinobu Tsutsui were newly elected as Directors, and Hirofumi Yasuhara was newly elected as Audit & Supervisory Board Member and each assumed office.
|
|
|
|
|
|
|
|
|
|
At a Board of Directors meeting held on the same day, the Companys Board of Directors newly appointed
Yasuji Enokido and Tetsuro Homma as Managing Directors. Each of them assumed office.
|
|
|
|
|
|
|
|
|
|
(2) Retirement
|
|
|
|
|
|
|
|
|
|
At the conclusion of the 108th
Ordinary General Meeting of Shareholders held on June 25, 2015, Mamoru Yoshida, Tsuyoshi Nomura and Ikuo Uno retired from the office of Director, and Yoshihiro Furuta retired from the office of Audit & Supervisory Board Member upon the
expiration of their terms.
|
|
|
|
|
|
|
7.
|
|
|
Changes in positions and responsibilities during fiscal 2016 were as follows.
|
|
|
|
|
|
|
|
|
|
On January 1, 2016, responsibilities
of Director Yoshio Ito changed from President, Automotive & Industrial Systems Company; In charge of Industrial Business to President, Automotive & Industrial Systems Company.
|
|
|
|
|
|
|
8.
|
|
|
Important concurrently held positions of Directors are as follows:
|
|
|
|
|
|
|
|
Title
|
|
Name
|
|
Name of corporation or organization
|
|
Details
|
Director
|
|
Masayuki Matsushita
|
|
PHP Institute Inc.
The
Konosuke Matsushita Memorial Foundation
Matsushita Real Estate Co., Ltd.
New Otani Co., Ltd.
Hotel Okura Co., Ltd.
THE ROYAL HOTEL, LIMITED
|
|
Chairman
President
President
Outside Director
Outside Director
Outside
Director
|
|
|
|
|
|
|
Kazuhiro Tsuga
|
|
The Tokyo Organising Committee of the Olympic and Paralympic Games
|
|
Vice Chairman
|
|
|
|
|
|
|
Kazunori Takami
|
|
Tokyo FM Broadcasting Co., Ltd
|
|
Outside Director
|
|
|
|
|
|
|
Jun Ishii
|
|
Panasonic Corporate Pension Fund
Panasonic Health Insurance Organization
|
|
President
President
|
Details of important concurrently held positions by Outside Directors and Outside Audit & Supervisory
Board Members can be found in (3) Outside Directors and Audit & Supervisory Board Members.
21
|
|
|
|
|
|
|
|
|
|
9.
|
|
|
Directors, Audit & Supervisory Board Members, and Executive Officers as of April 1, 2016 are as follows:
|
|
|
|
|
|
|
|
|
|
(1) Directors and Audit & Supervisory Board Members
|
|
|
|
|
|
Title
|
|
Name
|
|
Major responsibility
|
Chairman of the Board
|
|
Shusaku Nagae
|
|
|
|
|
|
Vice Chairman of the Board
|
|
Masayuki Matsushita
|
|
|
|
|
|
President
|
|
Kazuhiro Tsuga
|
|
|
|
|
|
Executive Vice President
|
|
Yoshihiko Yamada*
|
|
In charge of Strategic Regions; Director, Strategic Regions Business Promotion Division
|
|
|
|
|
|
Kazunori Takami
|
|
In charge of Japan Region, Customer Satisfaction, and Design
|
|
|
|
Senior Managing Directors
|
|
Hideaki Kawai*
|
|
In charge of Accounting and Finance, and Groupwide Cost Busters Project
|
|
|
|
|
|
Yoshiyuki Miyabe*
|
|
In charge of Technology, Manufacturing, Procurement, Information Systems and Logistics, Intellectual Property, Quality Administration, FF Customer Support & Management,
Environmental Affairs, and Motor Business Administration Office
|
|
|
|
|
|
Yoshio Ito*
|
|
President, Automotive & Industrial Systems Company
|
|
|
|
|
|
Tamio Yoshioka*
|
|
President, Eco Solutions Company; In charge of Construction Safety Regulations Administration Department
|
|
|
|
|
|
Yasuji Enokido*
|
|
President, AVC Networks Company; In charge of Solutions Business
|
|
|
|
|
|
Mototsugu Sato*
|
|
In charge of Planning, Human Resources, BPR Project, Business Creation Project, and Panasonic Spin-up Fund
|
|
|
|
|
|
Tetsuro Homma*
|
|
President, Appliances Company; In charge of Consumer Business
|
|
|
|
Managing Directors
|
|
Takashi Toyama*
|
|
Representative in Tokyo; In charge of Government and External Relations; Director, Government and External Relations Division; In charge of Tokyo Olympic & Paralympic Business
Promotion
|
|
|
|
|
|
Jun Ishii*
|
|
In charge of Legal Affairs, Fair Business & Compliance, Corporate Governance, Risk Management; Director, Risk & Governance Management Division; In charge of General Affairs,
Social Relations, Facility Management, Corporate Sports Promotion, and Executive Support Office
|
|
|
|
Directors
|
|
Masayuki Oku
|
|
|
|
|
|
|
|
Yoshinobu Tsutsui
|
|
|
|
|
|
|
|
Hiroko Ota
|
|
|
|
|
|
Senior Audit & Supervisory Board Members
|
|
Seiichiro Sano
|
|
|
|
|
Hirofumi Yasuhara
|
|
|
|
|
|
Audit & Supervisory Board
Members
|
|
Yoshio Sato
|
|
|
|
Ikuo Hata
|
|
|
|
|
|
|
|
Toshio Kinoshita
|
|
|
|
|
|
(Note)
|
|
Those with the title of Senior Managing Director or above are Representative Directors. In addition, Directors whose names are marked with an asterisk concurrently hold the
position of Executive Officer under the Panasonic Groups Group-Wide Executive Officer system.
|
22
|
|
|
|
|
Title
|
|
Name
|
|
Major responsibility
|
Managing Executive Officers
|
|
Laurent Abadie
|
|
Regional Head for Europe & CIS; Chairman & CEO, Panasonic Europe Ltd.; Managing Director, Panasonic Marketing Europe GmbH
|
|
Mamoru
Yoshida
|
|
In charge of Special Task
|
|
|
|
|
|
Joseph Taylor
|
|
Regional Head for North America; Chairman & CEO, Panasonic Corporation of North America
|
|
|
|
|
|
Hidetoshi Osawa
|
|
Regional Head for China & Northeast Asia; Chairman, Panasonic Corporation of China
|
|
|
|
|
|
Yukio Nakashima
|
|
Senior Vice President, Appliances Company; In charge of Consumer Marketing; Director, Consumer Marketing Sector for Japan Region
|
|
|
|
|
|
Masahisa Shibata
|
|
Senior Vice President, Automotive & Industrial Systems Company; In charge of Automotive Business
|
|
|
|
|
|
Makoto Kitano
|
|
Senior Vice President, AVC Networks Company; In charge of Business Strategy and Planning
|
|
|
|
|
|
Daizo Ito
|
|
Regional Head for India, South Asia, Middle East and Africa
|
|
|
|
Executive Officers
|
|
Toshiyuki Takagi
|
|
Vice President, Appliances Company; President, Air-Conditioner Company
|
|
|
|
|
|
Masahiro Ido
|
|
In charge of Solution Sales; Director, Business Solutions Division; Director, Tokyo Olympic & Paralympic Enterprise Division
|
|
|
|
|
|
Satoshi Takeyasu
|
|
In charge of Corporate Communications, Advertising, and Citizenship; Director, Groupwide Brand Communications Division
|
|
|
|
|
|
Paul Margis
|
|
Vice President, AVC Networks Company; In charge of Avionics Business; CEO, Panasonic Avionics Corporation
|
|
|
|
|
|
Junichiro Kitagawa
|
|
In charge of Consumer Business for Europe & CIS Region
|
|
|
|
|
|
Shinji Sakamoto
|
|
Vice President, Automotive & Industrial Systems Company; In charge of Industrial Business
|
|
|
|
|
|
Yuki Kusumi
|
|
Vice President, Appliances Company; In charge of Home Appliances Business
|
|
|
|
|
|
Yoshiyuki Iwai
|
|
Vice President, Eco Solutions Company; In charge of Intelligence & Liaison, Legal Affairs, and Intellectual Property
|
|
|
|
|
|
Makoto Ishii
|
|
In charge of Information Systems and Logistics
|
|
|
|
|
|
Toru Nishida
|
|
Regional Head for Southeast Asia and Oceania; Managing Director, Panasonic Asia Pacific Pte. Ltd.; Managing Director, Panasonic Consumer Marketing Asia Pacific
|
|
|
|
|
|
Kazuhiro Murata
|
|
Vice President, Eco Solutions Company; Director, Marketing Division
|
|
|
|
|
|
Hiroyuki Aota
|
|
Vice President, Automotive & Industrial Systems Company; In charge of Factory Solutions Business; Director, Smart Factory Solutions Business Division; President, Panasonic
Factory Solutions Co., Ltd.
|
|
|
|
|
|
Masaki Arizono
|
|
Vice President, AVC Networks Company; In charge of Visual & Imaging Business; Director, Visual Systems Business Division
|
|
|
|
|
|
Masashi Yamada
|
|
Vice President, Eco Solutions Company; Director, Housing Systems Business Division; In charge of AGE-FREE Business
|
|
|
|
|
|
Michiko Ogawa
|
|
In charge of Technics Brand; Managing Officer, Appliances Company; In charge of Home Entertainment Business; Director, Home Entertainment Business Division; General Manager,
Technics Business Promotion
|
|
|
|
|
|
Hirotoshi Uehara
|
|
Vice President, Automotive & Industrial Systems Company; Director, Automotive Infotainment Systems Business Division
|
|
|
|
|
|
Eiichi Katayama
|
|
In charge of Business Development; General Manager, Business Development Department, Corporate Strategy Division
|
|
|
|
|
|
Mitsuki Wada
|
|
In charge of Procurement; President, Global Procurement Company
|
|
|
|
|
|
Tatsuo Katakura
|
|
Vice President, AVC Networks Company; In charge of Solutions Business for Japan Region; President, Panasonic System Networks Co., Ltd.; President, System Solutions Company
(Japan)
|
23
|
|
|
|
|
Title
|
|
Name
|
|
Major responsibility
|
Executive Officers
|
|
Kenji Tamura
|
|
Vice President, Automotive & Industrial Systems Company; In charge of Energy Business
|
|
|
|
|
|
Thomas Gebhardt
|
|
Vice President, Automotive & Industrial Systems Company; President, Panasonic Automotive Systems Company of America, Panasonic Corporation of North America
|
|
|
|
|
|
Akira Kono
|
|
Vice President, Appliances Company; Director, Consumer Marketing Division (Japan), Consumer Marketing Sector for Japan Region
|
|
|
|
|
|
Masashi Nagayasu
|
|
Vice President, Automotive & Industrial Systems Company; Director, Automotive Marketing & Sales Division
|
|
|
|
|
|
Manish Sharma
|
|
President, Panasonic India Pvt. Ltd.
|
24
(2)
|
Remuneration for Directors and Audit & Supervisory Board Members
|
Remuneration for Directors and Audit & Supervisory Board Members of Panasonic is determined within the framework of the maximum total amounts of remuneration for Directors and Audit & Supervisory
Board Members which has been determined respectively by resolution of a general meeting of shareholders. When determining remuneration for Directors, the Nomination and Compensation Advisory Committee, which is an optional committee including
Outside Directors (Independent Directors) among its members, discusses the suitability of the remuneration system and reports the results of its discussions to the Board of Directors.
The remuneration system comprises the basic remuneration, which is a fixed remuneration, performance
based remuneration, which is a short-term incentive, and stock-type compensation stock options, which is a long-term incentive.
The objective of performance based remuneration is to provide incentive to boost business performance, and it shall be determined based on performance evaluation of Panasonic as a whole and
the specific businesses, of which a Director is in charge, using performance indicators, such as net sales, operating income, free cash flow, and CCM (Capital Cost Management)*.
The objective for the allotment of stock-type compensation stock options is for Directors to share the same
profit awareness with shareholders, and to engage in efforts to boost corporate value from a long-term perspective.
Only the basic remuneration, which is the fixed remuneration, is paid to Outside Directors and Audit & Supervisory Board Members.
|
*
|
CCM is an indicator created by Panasonic to evaluate return on capital.
|
|
2.
|
Amounts of Remuneration for Directors and Audit & Supervisory Board Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title
|
|
Number of
persons
|
|
|
Amount
(millions of yen)
|
|
|
Breakdown of Amount (millions of yen)
|
|
|
|
|
Basic
remuneration
|
|
|
Performance
based
remuneration
|
|
|
Stock-type
compensation
stock options
|
|
Directors
(Of which, Outside Directors)
|
|
|
20
(4
|
)
|
|
|
1,190
(46
|
)
|
|
|
708
(46
|
)
|
|
|
335
(
|
)
|
|
|
147
(
|
)
|
Audit & Supervisory Board Members
(Of which, Outside Audit & Supervisory Board Members)
|
|
|
6
(3
|
)
|
|
|
105
(39
|
)
|
|
|
105
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
26
|
|
|
|
1,295
|
|
|
|
813
|
|
|
|
335
|
|
|
|
147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Notes)
|
|
|
1.
|
|
|
Three Directors and one Audit & Supervisory Board Member who retired at the conclusion of the 108th Ordinary General Meeting of Shareholders held on June 25, 2015 are
included in the above figures for Number of persons and Amounts.
|
|
|
|
|
|
|
2.
|
|
|
The following amount is not included in the above total remuneration amount.
|
|
|
|
|
|
|
|
|
|
Retirement benefits of ¥1 million paid to one Director, who retired during the current fiscal year (this is an amount paid in accordance with the ratification by shareholders
of a resolution abolishing the Companys retirement benefit system at the 99th Ordinary General Meeting of Shareholders held on June 28, 2006, to Directors who retired during the current fiscal year and are eligible for such benefits because
they were in office at the time the resolution was ratified).
|
|
|
|
|
|
|
3.
|
|
|
The remuneration limit for Directors has been determined to be an annual amount of ¥1,500 million by resolution of a general meeting of shareholders. (Resolution was passed
at the 100th Ordinary General Meeting of Shareholders held on June 27, 2007.)
|
|
|
|
|
|
|
4.
|
|
|
The remuneration limit for Outside Directors has been determined to be an annual amount of ¥60 million within the framework mentioned in 3. above by resolution of a general
meeting of shareholders. (Resolution was passed at the 107th Ordinary General Meeting of Shareholders held on June 26, 2014.)
|
25
|
|
|
|
|
|
|
|
|
|
5.
|
|
|
The remuneration limit related to the allotment of stock-type compensation stock options to Directors has been determined to be ¥500 million by resolution of a general
meeting of shareholders. (Resolution was passed at the 107th Ordinary General Meeting of Shareholders held on June 26, 2014. This amount is outside the framework of the remuneration limit mentioned in 3. above.)
|
|
|
|
|
|
|
6.
|
|
|
The remuneration limit for Audit & Supervisory Board Members has been determined to be an annual amount of ¥140 million by resolution of a general meeting of
shareholders. (Resolution was passed at the 100th Ordinary General Meeting of Shareholders held on June 27, 2007.)
|
|
|
|
|
|
|
7.
|
|
|
Amounts less than one million yen have been rounded to the nearest million yen.
|
26
(3)
|
Outside Directors and Audit & Supervisory Board Members
|
1. Important concurrently held positions
(as of March 31, 2016)
|
|
|
|
|
|
|
Title
|
|
Name
|
|
Name of corporation or
organization
|
|
Details
|
Outside Directors
|
|
Masayuki Oku
|
|
Sumitomo Mitsui Financial Group, Inc.
|
|
Chairman
|
|
|
|
|
Kao Corporation
|
|
Outside Director
|
|
|
|
|
Komatsu Ltd.
|
|
Outside Director
|
|
|
|
|
CHUGAI PHARMACEUTICAL CO., LTD.
|
|
Outside Director
|
|
|
|
|
The Bank of East Asia, Limited
|
|
Non-executive Director
|
|
|
|
|
Nankai Electric Railway Co., Ltd.
|
|
Outside Audit & Supervisory Board Member
|
|
|
|
|
|
|
Yoshinobu Tsutsui
|
|
NIPPON LIFE INSURANCE COMPANY
|
|
President
|
|
|
|
|
Imperial Hotel, Ltd.
|
|
Outside Director
|
|
|
|
|
West Japan Railway Company
|
|
Outside Audit & Supervisory Board Member
|
|
|
|
|
Life Insurance Association of Japan
|
|
Chairman
|
|
|
|
|
|
|
Hiroko Ota
|
|
NATIONAL GRADUATE INSTITUTE FOR POLICY STUDIES
|
|
Professor
|
|
|
|
|
JX Holdings, Inc.
|
|
Outside Director
|
|
|
|
|
Mizuho Financial Group, Inc.
|
|
Outside Director
|
|
|
|
|
Outside Audit &
Supervisory
Board Members
|
|
Yoshio Sato
|
|
SUMITOMO LIFE INSURANCE COMPANY
|
|
Chairman
|
|
|
|
YOMIURI TELECASTING CORPORATION
|
|
Outside Director
|
|
|
|
SAKATA INX CORPORATION
|
|
Outside Audit & Supervisory Board Member
|
|
|
|
|
|
|
Ikuo Hata
|
|
Oh-Ebashi LPC & Partners
|
|
Counsel
|
|
|
|
|
|
|
Toshio Kinoshita
|
|
Global Professional Partners Corporation
|
|
President
|
|
|
|
|
ASATSU-DK INC.
|
|
Outside Director
|
|
|
|
|
TACHI-S CO., LTD.
|
|
Outside Director
|
|
|
|
|
Mizuho Bank, Ltd.
|
|
Outside Director
|
|
|
|
|
Cool Japan Fund Inc.
|
|
Outside Audit & Supervisory Board Member
|
|
|
|
|
WEATHERNEWS INC.
|
|
Outside Audit & Supervisory Board Member
|
|
|
|
|
Denka Company Limited
|
|
Outside Audit & Supervisory Board Member
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
NIPPON LIFE INSURANCE COMPANY and SUMITOMO LIFE INSURANCE COMPANY are major shareholders (top 10) of Panasonic, but both have shareholding ratios of less than
3%.
|
|
|
|
|
|
2.
|
|
There are no transactions exceeding 2% of consolidated net sales of either party between the Company and the other organizations where concurrent positions are held by Outside
Directors and Outside Audit & Supervisory Board Members.
|
|
|
|
|
|
3
|
|
There are no noteworthy relationships between the Company and corporations and organizations except the relationships mentioned in 1., 2. above.
|
27
2. Major activities during fiscal 2016
|
|
|
|
|
Position
|
|
Name
|
|
Major activities
|
Outside Directors
|
|
Masayuki Oku
|
|
Attended all of the 12 regular meetings of the Board of Directors and made constructive remarks in deliberation of proposed resolutions.
|
|
|
|
|
|
Yoshinobu Tsutsui
|
|
Attended all of the 10 regular meetings of the Board of Directors held after he took office on June 25, 2015, and made constructive remarks in deliberation of proposed
resolutions.
|
|
|
|
|
|
Hiroko Ota
|
|
Attended all of the 12 regular meetings of the Board of Directors and made constructive remarks in deliberation of proposed resolutions.
|
|
|
|
Outside Audit & Supervisory Board Members
|
|
Yoshio Sato
|
|
Attended all of the 12 regular meetings of the Board of Directors and made constructive remarks in deliberation of proposed
resolutions.
Attended all of the 13 Audit & Supervisory Board meetings
and actively made remarks grounded on his outside experience and expertise.
|
|
|
|
|
|
Ikuo Hata
|
|
Attended all of the 12 regular meetings of the Board of Directors and made constructive remarks in deliberation of proposed
resolutions.
Attended all of the 13 Audit & Supervisory Board meetings
and actively made remarks grounded on his outside experience and expertise.
|
|
|
|
|
|
Toshio Kinoshita
|
|
Attended 11 of the 12 regular meetings of the Board of Directors and made constructive remarks in deliberation of proposed
resolutions.
Attended 12 of the 13 Audit & Supervisory Board meetings
and actively made remarks grounded on his outside experience and expertise.
|
3. Summary of contracts for limitation of liability
The Company has entered into contracts for limitation of liability with all Outside Directors and Outside Audit &
Supervisory Board Members, respectively, which limit the amount of each Outside Directors and Outside Audit & Supervisory Board Members respective liability, as defined under Article 423, Paragraph 1 of the Companies Act to the
minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act, presuming they perform their respective duties in good faith and without gross negligence.
5. Accounting Auditors
(1)
|
Name of Accounting Auditors
|
KPMG AZSA LLC
(2)
|
Remuneration, etc. Paid to Accounting Auditors for Fiscal 2016
|
|
|
|
|
|
|
|
Classification
|
|
Details
|
|
Amount
(millions of yen)
|
|
(1)
|
|
Amount of remuneration, etc.
|
|
|
680
|
|
(2)
|
|
Total amount of cash and other property benefits to be paid by the Company and its subsidiaries
|
|
|
1,443
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
The audit contract between the Company and its accounting auditors does not distinguish between remuneration for audits based on the Companies Act and remuneration for audits
based on the Financial Instruments and Exchange Act. For this reason, the amount of (1) in the above table is presented in the aggregate amounts.
|
|
|
|
|
|
2.
|
|
The Company and some of its consolidated subsidiaries paid compensation to accounting auditors for advisory services relating to the introduction of International Financial
Reporting Standards (IFRS) and other services not covered by Article 2, Paragraph 1 of the Certified Public Accountants Act of Japan.
|
|
|
|
|
|
3.
|
|
The financial statements and supplementary data of PanaHome Corporation and overseas subsidiaries and others are audited by accounting auditors other than KPMG AZSA
LLC.
|
28
(3) Grounds for Approval of Accounting Auditors Remuneration, etc. by Audit & Supervisory Board
The Companys Audit & Supervisory Board reviewed matters including the content of the accounting auditors
audit plan, progress made in performing audits, and the basis on which remuneration estimates are calculated. After deliberating on these matters in accordance with the Practical Guidelines Regarding Cooperation with Accounting Auditors
published by the Japan Audit
& Supervisory Board Members Association, the Audit & Supervisory Board granted the consent required
pursuant to Article 399, Paragraph 1 of the Companies Act for the compensation, etc. paid to the accounting auditors.
(4) Policy regarding
Decision to Dismiss or not Reappoint Accounting Auditor
In the event that dismissal of the accounting auditor is valid
pursuant to any of the provisions of Article 340, Paragraph 1 of the Companies Act, the Audit & Supervisory Board may dismiss the accounting auditor with the approval of all Audit & Supervisory Board Members.
In addition, in the event that appropriate audit by the accounting auditor is not expected for any reason, the Audit & Supervisory
Board shall determine the content of a proposal calling for dismissal or non-reappointment of the accounting auditor, for submission to a general meeting of shareholders.
6. Systems and Policies of the Company
(1)
|
Systems for Ensuring the Properness of the Companys Operations
|
The Companys Board of Directors made the following resolution concerning the Companys basic policy regarding
the development of internal control systems. It was decided at the Board of Directors meeting held on October 29, 2015 that this basic policy should be continued with some amendments made to it to reflect the application of the Corporate
Governance Code to publicly listed companies.
|
1)
|
System for ensuring legal compliance in the performance of Directors duties
|
The Company shall ensure legal compliance in the performance of Directors duties by developing effective corporate governance and monitoring systems, as well as by ensuring total compliance
awareness among Directors.
|
2)
|
System for retention and management of information pertaining to the performance of Directors duties
|
The Company shall properly retain and manage information on the performance of Directors duties in accordance with all applicable
laws and regulations and the internal rules of the Company.
|
3)
|
Rules and other measures for financial risk management
|
The Company shall establish rules for risk management, and identify material risk through assessment of risks affecting management of the business. The Company shall also take countermeasures against each
material risk, while monitoring the progress of such countermeasures with the aim of seeking continual improvement.
|
4)
|
System for ensuring efficiency of the performance of Directors duties
|
The Company shall ensure efficiency in the performance of Directors duties by clarifying business goals based on its business strategies, and examining progress towards achievement of such goals,
while seeking to expedite decision-making.
|
5)
|
System for ensuring compliance with applicable laws in the performance of employees duties
|
The Company shall seek to increase employees awareness of compliance issues by clarifying the Companys compliance policy. The
Company shall also ensure legal compliance in the performance of employees duties by developing effective monitoring systems.
|
6)
|
System for ensuring the properness of operations across the Panasonic Group
|
While respecting the autonomy of each Group companys management practices, the Company shall fully ensure that Group companies adhere to the Companys management policy, management philosophy
and basic policy regarding the development of internal control systems, and shall develop a system for reporting to the Company to thoroughly ensure proper operations of the Panasonic Group as a whole.
29
|
7)
|
Employees who assist Audit & Supervisory Board Members in auditing, and such employees independence from Directors
|
The Company shall establish a body independent from Directors, tasked with enhancing the effectiveness of audits by Audit &
Supervisory Board Members and facilitating the smooth performance of audits.
|
8)
|
Ensuring effectiveness of instructions given by Audit & Supervisory Board Members to employees who assist Audit & Supervisory Board Members
|
Staff members assisting the Audit & Supervisory Board Members, while still subject to the internal rules of
the Company, shall be under the instruction and supervision of the respective Audit & Supervisory Board Members, and personnel-related matters shall be undertaken upon prior discussion with Audit & Supervisory Board Members.
|
9)
|
System for Directors, employees and other staffs of the Company and its subsidiaries to report to the Companys Audit & Supervisory Board Members
|
The Company shall ensure opportunities and systems that enable Directors, employees and other staffs of the
Company and Group companies to properly report to the respective Audit & Supervisory Board Members, and moreover shall ensure opportunities and systems that enable audit & supervisory officers, who are non-statutory full-time auditors, of
Divisional Companies and other such bodies, and Audit & Supervisory Board Members of Group companies to report to the Companys Audit & Supervisory Board Members.
|
10)
|
System for ensuring that parties who have reported to Audit & Supervisory Board Members do not incur unfavorable treatment as a consequence of such reporting
|
In ensuring opportunities and systems for Company and Group company employees and other staffs to report to
Audit & Supervisory Board Members, the Company shall make sure that employees and other staffs who have duly reported do not incur unfavorable treatment as a consequence of such reporting.
|
11)
|
Policy on management of expenses and debt incurred in execution of Audit & Supervisory Board Member duties
|
The Company shall calculate budgets on an annual basis for expenses arising with respect to the execution of duties of Audit &
Supervisory Board Members to ensure effectiveness of audits, and moreover shall provide pre-payment or reimbursement in accordance with laws and regulations with respect to expenses incurred beyond amounts budgeted.
|
12)
|
Other systems for ensuring effective performance of audits by the Audit & Supervisory Board Members
|
The Company shall have audit & supervisory officers assigned to Divisional Companies and other such entities to assist with audits by
Audit & Supervisory Board Members. Moreover, the Company shall develop a system enabling effective performance of audits, including mutual cooperation with the accounting auditors and the internal auditing group, in accordance with the Audit
Plan established by the Audit & Supervisory Board Members each year.
Status of Basic Policy Implementation in the
Company
|
1)
|
System for ensuring legal compliance in the performance of Directors duties
|
|
(i)
|
The Company has established internal rules such as the Panasonic Code of Conduct and the Code of Ethics for Directors and Executive Officers, and endeavors to ensure
that its Directors act in accordance with laws, regulations and the Companys Articles of Incorporation. Additionally, when Directors assume their positions, the Company provides them with opportunities to acquire the knowledge necessary to
fulfill their roles and obligations, and during their terms of office it continues to provide Directors with opportunities to acquire the knowledge they need, including presentations on management and compliance by external experts as required.
|
|
(ii)
|
The Company strengthens its supervisory functions by appointing multiple Outside Directors and by providing opportunities for the Outside Directors to actively
communicate through Board of Directors meetings and other such occasions. The Company has also established a Nomination and Compensation Advisory Committee chaired by an Outside Director to ensure objectivity and transparency in the process of
determining the nomination and remuneration of Directors.
|
30
|
(iii)
|
Audits are conducted by Audit & Supervisory Board Members and the Audit & Supervisory Board. In addition, at the Divisional Companies, management committees
have been established and audit & supervisory officers have been appointed, which correspond in function to the Board of Directors and the Audit & Supervisory Board Members, respectively.
|
|
2)
|
System for retention and management of information pertaining to the performance of Directors duties
|
The minutes of meetings of the Board of Directors are prepared after each meeting of the Board of Directors and retained permanently by
the section responsible for administration relating to the Board of Directors. Records of approval by the President are also retained permanently by the responsible department.
|
3)
|
Rules and other measures for financial risk management
|
Based on Basic Risk Management Regulations, the Company identifies material risks by collecting and assessing information on risks in an integrated and comprehensive fashion through the Global and Group
(G&G) Risk Management Committee, and takes countermeasures proportionate to the materiality of each risk.
|
4)
|
System for ensuring efficiency of the performance of Directors duties
|
|
(i)
|
The Company expedites decision-making through Rules of Approval for Decision-making in Important Matters, a clear separation of roles between Directors and Executive
Officers, the delegation of authority to entities such as Divisional Companies and business divisions, the holding of Group Strategy Meetings, and the implementation of an IT system that ensures the rapid and accurate collection and
transmission of important management information.
|
|
(ii)
|
The Company plans and implements measures to achieve the business goals it sets based on its business strategies by confirming and examining the status of progress
towards the goals at the time of monthly settlement of accounts.
|
|
5)
|
System for ensuring compliance with applicable laws in the performance of employees duties
|
|
(i)
|
The Company has established internal rules such as the Panasonic Code of Conduct and implements various awareness-building activities such as its Compliance Awareness
Month on a Company-wide basis as well as training tailored to specific employee levels and e-learning.
|
|
(ii)
|
The Company seeks to detect improper acts at an early stage through operational audits and internal control audits, operating various types of hotlines in addition to
other measures.
|
|
(iii)
|
The Company is stepping up its efforts to implement fair business practices emphasizing compliance and taking measures to change its business environments accordingly
by establishing organizations that perform the functions of promotion of fair business, business legal affairs, risk management, and administration of corporate governance.
|
|
(iv)
|
The Company aims to resolutely prevent any association with anti-social forces (such as organized criminal networks) by assigning an employee in the division overseeing
such preventative measures specifically to the task of blocking any relations with such forces.
|
|
6)
|
System for Ensuring the Properness of Operations across the Panasonic Group
|
|
(i)
|
The Company ensures that basic policy for internal control systems is fully implemented by Group companies, and disseminates relevant information among Group companies.
Initiatives to that end include: implementing the Panasonic Code of Conduct and the Rules of Approval for Decision-Making in Important Matters; implementing group-wide regulations respecting individual professional functions; dispatching Directors
and Audit & Supervisory Board Members to Group companies and exercising the Companys shareholder rights thereof; conducting regular operational audits and internal control audits of Group companies through the internal auditing group, and;
sharing and disseminating information on business objectives through business policy announcements.
|
|
(ii)
|
For publicly listed subsidiaries, the Company puts into effect those measures described above while taking into consideration the nature of such entities as publicly
listed companies.
|
|
(iii)
|
The framework described above ensures the properness of operations, thereby enabling the Panasonic Group to establish the internal controls necessary for financial
reporting based on the Financial Instruments and Exchange Act.
|
|
7)
|
Employees who assist Audit & Supervisory Board Members in auditing, and such employees independence from Directors
|
31
The Company has established the Audit & Supervisory Board Members Office, whose
dedicated staff is under the direct control of the Audit & Supervisory Board and separate from any operating function of the Companys business. The Company assigns Audit & Supervisory Board Member assistant staff members who possess
appropriate capabilities and knowledge as required by the Audit & Supervisory Board Members.
|
8)
|
Ensuring effectiveness of instructions given by Audit & Supervisory Board Members to employees who assist Audit & Supervisory Board Members
|
|
(i)
|
Respective Audit & Supervisory Board Members issue instructions to their staff members, and those staff members accordingly assist the Audit & Supervisory Board
Members in performing their duties.
|
|
(ii)
|
The Company consults with Audit & Supervisory Board Members in advance of undertaking personnel-related matters including employee transfers and other affairs
involving staff members who assist the Audit & Supervisory Board Members.
|
|
9)
|
System for Directors, employees and other staffs of the Company and its subsidiaries to report to the Companys Audit & Supervisory Board Members
|
|
(i)
|
Directors, employees and other staffs of the Company and Group companies report on business operations and other issues at respective regular meetings held by Audit
& Supervisory Board Members and other such occasions, and also report as necessary at other important meetings with Audit & Supervisory Board Members, where their attendance has been requested. Moreover, Audit & Supervisory Board Members
of Group companies report as necessary to the Companys Audit & Supervisory Board Members regarding content of reports at respective Group companies. Audit & supervisory officers conduct inquiries at respective Divisional Companies
regarding business operations and issues at such Divisional Companies, and report such matters as necessary to the Companys Audit & Supervisory Board Members.
|
|
(ii)
|
The Company has established an Audit Report System by which employees of the Company and Group companies directly report to the Companys Audit & Supervisory
Board about irregularities or concerns in regards to accounting or auditing.
|
|
10)
|
System for ensuring that parties who have reported to Audit & Supervisory Board Members do not incur unfavorable treatment as a consequence of such reporting
|
The Company calls on departments associated with reported matters not to act unfavorably toward parties who have
reported as a consequence of such reporting. Moreover, the Company enables parties to report matters anonymously under the Audit Report System, and prohibits unfavorable treatment of such parties as a consequence of such reporting in accordance with
its Internal Reporting Rules.
|
11)
|
Policy on management of expenses and debt incurred in execution of Audit & Supervisory Board Member duties
|
|
(i)
|
To ensure effectiveness of audits, the Company calculates preliminary budgets with respect to anticipated expenses required by Audit & Supervisory Board Members in
executing their duties, in accordance with Audit & Supervisory Standards.
|
|
(ii)
|
The Company also provides pre-payment or reimbursement for expenses paid under urgent or extraordinary circumstances in accordance with laws and regulations.
|
|
(iii)
|
In making payment of audit expenses, Audit & Supervisory Board Members are required to remain mindful of efficiency and appropriateness in that regard.
|
|
12)
|
Other systems for ensuring effective performance of audits by the Audit & Supervisory Board Members
|
|
(i)
|
Audit & supervisory officers tasked with monthly reporting and implementing liaison meetings are assigned to Divisional Companies and other such entities. Any
decisions on personnel-related matters involving the audit & supervisory officers require the agreement of Audit & Supervisory Board Members.
|
|
(ii)
|
The Company has established and operates the Panasonic Divisional Companies Audit & Supervisory Officers Meeting chaired by the Companys Senior Audit
& Supervisory Board Member, and the Panasonic Group Audit & Supervisory Board Members Meeting, in order to facilitate cooperation among the Audit & Supervisory Board Members of the Company, the audit & supervisory officers of
Divisional Companies and other such entities, and the Audit & Supervisory Board Members of Group companies.
|
32
|
(iii)
|
Representative Directors and Audit & Supervisory Board Members exchange opinions regularly and whenever necessary. Moreover, respective departments cooperate in
implementing visiting audits of business offices inside and outside Japan conducted by Audit & Supervisory Board Members. Internal auditing groups also cooperate to enhance the effectiveness of audits carried out by Audit & Supervisory Board
Members through collaboration with Audit & Supervisory Board Members, including reporting as appropriate to the Audit & Supervisory Board Members.
|
|
(iv)
|
When the accounting auditors formulate their audit plans, perform quarterly reviews, and conduct final audits, the Audit & Supervisory Board Members hold regular
meetings with the accounting auditors at which they receive explanations and reports, and exchange opinions with the accounting auditors as necessary.
|
(Note) Group companies means subsidiaries as defined in the Companies Act.
(2)
Policy on Control of the Company
Since the Companys foundation, Panasonic has operated its businesses under its management philosophy, which sets
forth that Panasonics mission as a business enterprise is to contribute to the progress and development of society and the well-being of people through its business activities, thereby enhancing the quality of life throughout the world. While
offering and pursuing a better life for an even wider range of customers, Panasonic will also work to sustainably grow its corporate value to satisfy its shareholders, investors, customers, business partners, employees and all other
stakeholders.
Panasonic has a basic policy that shareholders should make final decision in the event that a
large-scale purchase of the Companys shares is offered, regarding whether or not the offer should be accepted. However, in such cases, there is a possibility that shareholders might not be provided with sufficient information required to make
appropriate decisions, and a concern that corporate value and shareholder interest might be significantly damaged. In this event, the Company considers it necessary to be able to take appropriate countermeasures in order to protect the interests of
the shareholders as a group.
|
2)
|
Measures to fulfill basic policy
|
(i) Specific measures to fulfill basic policy
Having its DNA of consumer electronics tailored to customer lifestyles, Panasonic aims to contribute to better lives for its customers by collaborating with a variety of partners. Specifically, we are
focusing on the 4 business areas of Consumer Electronics, Housing, Automotive, and B2B to achieve our management targets. The management targets are: operating profit of ¥450 billion and net income attributable to owners of the parent company of
¥250 billion or more in fiscal 2019 (IFRS basis).
To achieve these goals, the Company expects new sales
growth in the Consumer Electronics, Housing, and Automotive businesses through delivering value widely to end customers. In the B2B business, the Company will aim at developing a highly profitable business structure by defining industries to engage,
core products, and regions to proceed its strategy.
Individual businesses will be categorized into low
profitability business, stable growth business, and high-growth business, in accordance with the characteristics of businesses, such as business environment and competitiveness. The Company defines the best strategy for each business to execute.
The Company aims to achieve steady growth in sales and profits by making aggressive upfront investments and
the 1.0-trillion-scale strategic investments toward fiscal 2019.
(ii) Measures based on the basic policy to prevent control by
inappropriate parties
On April 28, 2005, the Board of Directors resolved to adopt a policy related to a
Large-scale Purchase of the Companys shares called the Enhancement of Shareholder Value (ESV) Plan. Since then, the continuation of the ESV Plan has been approved every year at the Board of Directors meeting, including at the meeting
held on April 28, 2015. The Board of Directors meeting to be held in April 2016 is scheduled to decide on whether to continue the ESV Plan once again.
33
With respect to a Large-scale Purchaser who intends to acquire 20% or more
of all voting rights of the Company, the said policy requires that (i) the Large-scale Purchaser provide sufficient information, such as the outline, purposes and conditions of the offer, the basis for determination of the purchase price and
evidence of the availability of funds for purchase, and the management policies and business plans that the Large-scale Purchaser intends to adopt after the completion of the Large-scale Purchase, to the Board of Directors before a Large-scale
Purchase may be conducted and that (ii) after all required information is provided, the Board of Directors should be allowed a sufficient period of time (a sixty-day period or a ninety-day period) for consideration. Based on the information
provided, the Board of Directors will carefully assess and examine any proposed Large-scale Purchase from the perspective of the interest of the shareholders as a group, and subsequently disclose the opinion of the Board of Directors. In addition,
the Board of Directors will submit the information needed to assist shareholders in making their respective decisions. The Board of Directors may negotiate with the Large-scale Purchaser regarding the improvement of purchase conditions or suggest
alternative plans to shareholders, if it is deemed necessary.
If a Large-scale Purchaser does not comply with
the rules laid out in the ESV Plan, the Companys Board of Directors may adopt countermeasures against the Large-scale Purchasers proposal to protect the interests of the shareholders as a group. Possible countermeasures include the
implementation of share splits, the issuance of stock acquisition rights (including allotment of stock acquisition rights without contribution) or any other measures that the Board of Directors is permitted to take under the Companies Act, other
laws and the Companys Articles of Incorporation. If a Large-scale Purchaser complies with the Large-scale Purchase rules, the Board of Directors will not attempt to prevent the Large-scale Purchase at its sole discretion, unless it is clear
that such a Large-scale Purchase would cause irreparable damage or loss to the Company.
The Board of Directors
will make decisions relating to countermeasures by taking into account advice from outside professionals, such as lawyers and financial advisers, and will fully respect the opinions of Outside Directors and Audit & Supervisory Board Members.
When invoking the aforementioned countermeasures, if the Companys Board of Directors decides that it is
appropriate to confirm the will of shareholders from the perspective of the interest of the shareholders as a group, a general meeting of shareholders will be held. If the Companys Board of Directors decides to hold a general meeting of
shareholders, it will give notice to that effect as well as the reasons for such a meeting at that time.
The
Board of Directors will adopt specific countermeasures which it deems appropriate at that time. If the Board of Directors elects to make a stock split for the benefit of shareholders as of a certain record date, the maximum ratio of the stock split
shall be one-to-five. If the Board of Directors elects to issue stock acquisition rights to shareholders, the Company will issue one stock acquisition right for every share held by shareholders on a certain record date. One share shall be issued
upon the exercise of each stock acquisition right. If the Board of Directors elects to issue stock acquisition rights as a countermeasure, it may determine the exercise period and exercise conditions of the stock acquisition rights, as well as
conditions that allow the Company to acquire stock acquisition rights from a party other than the Large-scale Purchaser in exchange for Company stock, in consideration of the effectiveness thereof as a countermeasure, such as the condition that
those belonging to a specific group of shareholders that includes a Large-scale Purchaser may not exercise stock acquisition rights.
The Company recognizes that the aforementioned countermeasures may cause damage or loss, economic or otherwise, to a prospective Large-scale Purchaser who does not comply with the Large-scale Purchase
Rules. The Company does not anticipate that adopting such countermeasures will cause shareholders, other than the Large-scale Purchaser, economic damage or loss of any rights. However, in the event that the Board of Directors determines to adopt a
specific countermeasure, the Board of Directors will disclose such countermeasure in a timely and appropriate manner, pursuant to relevant laws and financial instrument exchange regulations.
The term of office for all Directors is one year, and Directors are elected at the Ordinary General Meeting of
Shareholders held in June every year. The Companys Board of Directors intends to review the Large-scale Purchase Rules, as necessary, for reasons including amendments to applicable laws and regulations. Any such review would be conducted in
the interests of the shareholders as a group.
34
|
3)
|
Board of Directors decision regarding specific countermeasures and grounds for said decision
|
Panasonic concretely set business goals and works positively to achieve them in order to increase the Companys
corporate value in a sustained manner. The ESV Plan was formulated from the perspective of protecting the interests of the shareholders as a group, and is aimed at providing shareholders with sufficient information to make decisions with respect to
a proposed Large-scale Purchase, and with the assessment of a proposed Large-scale Purchase made by those responsible for the management of the Company, namely the Board of Directors, in addition to ensuring the opportunity for receiving alternative
proposals.
Consequently, these measures are intended to protect the interests of all the Companys
shareholders in accordance with 1) Basic policy and their purpose is not to maintain the positions of the Companys Directors and Audit & Supervisory Board Members.
(3) Policy on Appropriation of Retained Earnings for Dividend Payments, etc.
Since its foundation, Panasonic has managed its businesses under the concept that returning profits to shareholders is one of its most
important policies. From the perspective of return on the capital investment made by shareholders, Panasonic, in principle, distributes profits to shareholders based on its business performance and is aiming for stable and continuous growth in
dividends, targeting a dividend payout ratio of between 30% and 40% with respect to consolidated net income attributable to Panasonic Corporation. Regarding the repurchase of treasury stock, the Company is fundamentally repurchasing its own shares
as it considers appropriate, taking comprehensively into consideration strategic investments and the Companys financial condition, with the aim of increasing shareholder value per share and return on capital.
In view of this basic policy as well as its current financial position, Panasonic expects to pay an annual dividend of ¥25 per share
for fiscal 2016, which includes the interim dividend of ¥10 per share paid on December 1, 2015 combined with a year-end dividend of ¥15 per share.
In fiscal 2016, the Company did not repurchase its treasury stock, except for acquiring shares of less than one trading unit and other minor transactions.
Although the outlook for the business environment remains uncertain, the Company will continue its efforts to boost its operating
performance and improve its financial position with the aim of returning profits to shareholders.
The Companys Board of
Directors resolved to continue the Enhancement of Shareholder Value (ESV) Plan at a meeting held on April 28, 2016.
Please
refer to the Companys website (URL http://news.panasonic.com/global/press/data/2016/04/en160428-9/en160428-9-1.pdf) for details.
The Company will voluntarily adopt International Financial Reporting Standards (IFRS) in place of U.S. Generally Accepted Accounting Principles (U.S. GAAP) for its consolidated financial statements and
documents as of the end of the fiscal year ending March 31, 2017.
35
Consolidated Financial Statements of the Company
The consolidated balance sheet, statement of income, and statement of equity of the Company are as follows. Please note the Companys
consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles.
Consolidated Balance Sheet
(As of March 31, 2016)
|
|
|
|
|
|
|
(millions of yen)
|
|
Assets
|
|
|
|
|
Current assets
|
|
|
3,054,359
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
1,014,264
|
|
Time deposits
|
|
|
146
|
|
Trade notes receivable
|
|
|
58,715
|
|
Trade accounts receivable
|
|
|
787,033
|
|
Allowance for doubtful receivables
|
|
|
(22,196
|
)
|
Inventories
|
|
|
756,448
|
|
Other current assets
|
|
|
459,949
|
|
|
|
Investments and advances
|
|
|
344,499
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
1,301,175
|
|
|
|
|
|
|
Land
|
|
|
252,661
|
|
Buildings
|
|
|
1,396,046
|
|
Machinery and equipment
|
|
|
2,659,483
|
|
Construction in progress
|
|
|
74,360
|
|
Accumulated depreciation
|
|
|
(3,081,375
|
)
|
|
|
Other assets
|
|
|
896,949
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
5,596,982
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
(millions of yen)
|
|
Liabilities and Equity
|
|
|
|
|
|
|
Current liabilities
|
|
|
2,380,900
|
|
|
|
|
|
|
Short-term debt, including current portion of long-term debt
|
|
|
21,728
|
|
Trade notes payable
|
|
|
230,065
|
|
Trade accounts payable
|
|
|
712,179
|
|
Accrued income taxes
|
|
|
41,869
|
|
Other accrued expenses
|
|
|
1,032,658
|
|
Other current liabilities
|
|
|
342,401
|
|
|
|
Noncurrent liabilities
|
|
|
1,361,768
|
|
|
|
|
|
|
Long-term debt
|
|
|
704,191
|
|
Other liabilities
|
|
|
657,577
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,742,668
|
|
|
|
|
|
|
|
|
Panasonic Corporation shareholders equity
|
|
|
1,705,056
|
|
|
|
|
|
|
Common stock
|
|
|
258,740
|
|
Capital surplus
|
|
|
979,895
|
|
Retained earnings
|
|
|
1,165,282
|
|
Accumulated other comprehensive income (loss)
|
|
|
(468,328
|
)
|
Treasury stock, at cost
|
|
|
(230,533
|
)
|
|
|
Noncontrolling interests
|
|
|
149,258
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,854,314
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
5,596,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note)
|
|
|
|
Accumulated other comprehensive income (loss) breakdown:
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustments
|
|
¥
|
(138,921) million
|
|
|
|
|
|
Unrealized holding gains of available-for-sale securities
|
|
¥
|
20,205 million
|
|
|
|
|
|
Unrealized gains of derivative instruments
|
|
¥
|
1,646 million
|
|
|
|
|
|
Pension liability adjustments
|
|
¥
|
(351,258) million
|
|
37
Consolidated Statement of Income
(From April 1, 2015 to March 31, 2016)
|
|
|
|
|
|
|
(millions of yen)
|
|
Net sales
|
|
|
7,553,717
|
|
Cost of sales
|
|
|
5,339,999
|
|
Selling, general and administrative expenses
|
|
|
1,798,009
|
|
Interest income
|
|
|
18,937
|
|
Dividends received
|
|
|
1,574
|
|
Interest expense
|
|
|
(17,007
|
)
|
Expenses associated with the implementation of early retirement programs
|
|
|
(11,160
|
)
|
Other income (deductions), net
|
|
|
(191,005
|
)
|
|
|
|
|
|
Income before income taxes
|
|
|
217,048
|
|
Provision for income taxes:
|
|
|
|
|
Current
|
|
|
115,465
|
|
Deferred
|
|
|
(100,928
|
)
|
Equity in earnings of associated companies
|
|
|
12,555
|
|
|
|
|
|
|
Net income
|
|
|
215,066
|
|
Less net income attributable to noncontrolling interests
|
|
|
21,810
|
|
|
|
|
|
|
Net income attributable to Panasonic Corporation
|
|
|
193,256
|
|
|
|
|
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
Expenses associated with implementation of early retirement programs are expenses at certain domestic and overseas Group companies.
|
|
|
|
|
|
2.
|
|
Included in Other income (deductions), net are business restructuring expenses excluding Expenses associated with implementation of early retirement
programs totaling ¥54,615 million (mainly consisting of impairment losses) and legal costs of ¥69,118 million.
|
|
|
|
|
|
3.
|
|
Deferred provision for income taxes includes ¥132,822 million (before tax reform) of credit impact from the recording of deferred tax assets (DTA) of Panasonic
Corporation (parent-alone) on a consolidated basis, as the recent profitability and stability of the profit has improved following the Companys decision of introducing the consolidated tax system in Japan starting fiscal 2016.
|
38
Consolidated Statement of Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(From April 1, 2015 to March 31,
2016)
(millions of yen)
|
|
|
|
Common
stock
|
|
|
Capital
surplus
|
|
|
Retained
earnings
|
|
|
Accumulated
other
comprehensive
income (loss)
|
|
|
Treasury
stock
|
|
|
Panasonic
Corporation
shareholders
equity
|
|
|
Noncontrolling
interests
|
|
|
Total
equity
|
|
Balances at beginning of period
|
|
|
258,740
|
|
|
|
984,111
|
|
|
|
1,021,241
|
|
|
|
(193,251
|
)
|
|
|
(247,548
|
)
|
|
|
1,823,293
|
|
|
|
169,259
|
|
|
|
1,992,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) from sale of treasury stock
|
|
|
|
|
|
|
|
|
|
|
(2,893
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,893
|
)
|
|
|
|
|
|
|
(2,893
|
)
|
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
(46,322
|
)
|
|
|
|
|
|
|
|
|
|
|
(46,322
|
)
|
|
|
(18,077
|
)
|
|
|
(64,399
|
)
|
Increase (decrease) mainly in capital transactions
|
|
|
|
|
|
|
(4,216
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,216
|
)
|
|
|
(7,187
|
)
|
|
|
(11,403
|
)
|
Disclosure of comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
193,256
|
|
|
|
|
|
|
|
|
|
|
|
193,256
|
|
|
|
21,810
|
|
|
|
215,066
|
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(150,779
|
)
|
|
|
|
|
|
|
(150,779
|
)
|
|
|
(13,045
|
)
|
|
|
(163,824
|
)
|
Unrealized holding gains of available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,920
|
|
|
|
|
|
|
|
5,920
|
|
|
|
(139
|
)
|
|
|
5,781
|
|
Unrealized gains of derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,489
|
)
|
|
|
|
|
|
|
(1,489
|
)
|
|
|
(56
|
)
|
|
|
(1,545
|
)
|
Pension liability adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(128,729
|
)
|
|
|
|
|
|
|
(128,729
|
)
|
|
|
(3,307
|
)
|
|
|
(132,036
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81,821
|
)
|
|
|
5,263
|
|
|
|
(76,558
|
)
|
Repurchase of treasury stock, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,015
|
|
|
|
17,015
|
|
|
|
|
|
|
|
17,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period
|
|
|
258,740
|
|
|
|
979,895
|
|
|
|
1,165,282
|
|
|
|
(468,328
|
)
|
|
|
(230,533
|
)
|
|
|
1,705,056
|
|
|
|
149,258
|
|
|
|
1,854,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39