Communication (Dialogue) with Shareholders; Shareholders’ Meetings
Last update: March 5, 2020
1Dialogue with shareholders and IR·SR activity policy
[CGC Principle 5.1]
The Company conducts IR·SR activities based on the following policy. Our aim is to contribute to the increase in corporate value over the medium to long term and sustainable growth of the Company, and to provide shareholders, investors, and all other stakeholders with a better understanding of the Company so that they can evaluate it appropriately.
(1) Basic Policy on Constructive Dialogue with Shareholders and Investors
Constructive dialogue with shareholders and investors contributes to the increase in corporate value over the medium to long term and sustainable growth of the Company. Our policy on such dialogue is determined by the Board of Directors.
1) The Company has a dedicated department (the Investor & Shareholder Relations Department) responsible for planning and execution of activities for dialogue with shareholders and investors.
2) The Investor & Shareholder Relations Department is responsible for overall dialogue with shareholders and investors, and the president is in charge of it. The president, directors, and so forth strive to meet with shareholders and investors personally to the extent reasonable, in accordance with their wishes and the main topics of dialogue.
3) The Investor & Shareholder Relations Department has regular meetings with the relevant departments to promote smooth dialogue with shareholders and investors. The meetings facilitate the cooperation within the Company, such as information sharing, and the department also conducts appropriate exchange of information with the respective operating companies.
4) The opinions, wishes, concerns, and so forth gathered through dialogue with shareholders and investors are reported to management and the Board of Directors meetings as required, so that they can be reflected in management activities and business operation.
5) The Company holds the Shareholders’ Meetings and individual meetings, as well as proactive quarterly financial results briefings and briefings at operating companies. In addition, the Company advances constructive dialogue to increase corporate value regarding the medium to long term management strategies, capital policies, corporate governance, responses to environmental and social issues, and so forth with the shareholders recorded in the shareholders’ registry and the shareholders who effectively hold the Company’s shares. In doing so, the Company strives to promote deeper understanding of its management activities and business operations among shareholders and investors.
6) To ensure that material information is not selectively presented only to certain people in the dialogue with shareholders and investors, the Company has determined the basic policy on information disclosure, and rigorously manages material information. Further, the information management supervisor of the Company is appointed and strives to prevent external leakage of material information and insider trading.
7) The Company will regularly assess the shareholder composition on the shareholders’ registry. In addition, the Company will conduct a survey to determine the shareholders who effectively hold the Company’s shares and use the results for constructive dialogue with shareholders and investors.
Annual IR schedule (FY2019)
|Q1||Mar.||Securities company conference, Seven-Eleven Japan (SEJ) Merchandising Strategy Presentation|
|Apr.||Financial Results Presentation for the Fiscal Year, Small Meetings, Overseas IR|
|Q2||Jun.||Securities company overseas conference|
|Jul.||Financial Results Presentation for Q1 (Teleconference), Overseas IR (Debt)|
|Q3||Sep.||Securities company conference, SEJ Merchandising Strategy Presentation|
|Oct.||Financial Results Presentation for Q2, Small Meetings, Overseas IR|
|Q4||Dec.||Securities company conference|
|Jan.||Financial Results Presentation for Q3 (Teleconference)|
|Feb.||Securities company conference|
|2014 Best IR Award from Japan Investor Relations Association|
|2016 Institutional Investor: Most Honored Company|
|2017 Award for Excellence in Corporate Disclosure from The Securities Analysts Association of Japan:
“Companies with Notable Improvements in Disclosure”; By industry: 3rd place in retail industry
|Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2016; Overall: Best website; By industry: Excellent website|
|Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2017; Overall: Best website|
|2018 Most-improved Integrated Report, selected by GPIF’s asset managers entrusted with domestic equity investment|
|JIRA 25th Anniversary Commemorative Award for “Companies with Greatest Improvement in IR” from the Japan Investor Relations Association|
|Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2018; Overall: Excellent website|
|2019 Excellent Corporate Governance Report, selected by GPIF’s asset managers entrusted with domestic equity investment|
(2) Basic Policy on Information Disclosure
The Company’s basic policy is to provide fair and highly transparent information disclosure to shareholders, investors, and all other stakeholders. To obtain a correct evaluation of its corporate value, the Company conducts proper information disclosure in line with applicable laws and regulations as well as securities exchange listing rules. Moreover, to assist all stakeholders to deepen their understanding of the Company, we also strive to actively disclose information judged likely to have an impact on shareholder and investor decisions, even if the information is not subject to disclosure obligations under applicable laws and regulations or securities exchange listing rules.
1. Standard for Disclosure
The Company considers the following information to require disclosure.
ⅰ) Information for statutory or timely disclosure
Information requiring disclosure under laws and regulations such as the Financial Instruments and Exchange Act and the Companies Act
Information requiring disclosure under the securities exchange listing rules, such as those set out by the Tokyo Stock Exchange
ⅱ) Information for discretionary disclosure
Information that is likely to have an impact on shareholders and investors investment decisions, even though it is not information described in i).
2. Information Disclosure Methods
Statutory disclosures under the Financial Instruments and Exchange Act are disclosed through EDINET (electronic disclosure system for disclosure documents such as annual securities reports in accordance with the Financial Instruments and Exchange Act), while information disclosures required by securities exchange listing rules and so forth are disclosed through TDnet (timely disclosure information transmission system provided by the Tokyo Stock Exchange). In principle, all disclosures are also promptly posted on the Company’s website. Timely disclosure materials are also provided in English, so that information can be disclosed fairly and promptly not only with in Japan, but also to overseas markets. Discretionary disclosures are made appropriately, such as by posting on the Company’s website. The Company strives to help stakeholders gain a deeper understanding of its businesses by holding business strategy briefings for domestic analysts and institutional investors and publishing an Integrated Report, Corporate Outline, and so forth.
3. Quiet Period
The Company observes a quiet period from the day following the financial closing date until the day of announcement of financial results in order to prevent financial information leaks and ensure fair disclosure. During this period, the Company refrains from making comments or answering questions regarding its financial results.
However, even during the quiet period, the Company will respond to inquiries regarding information that does not relate to its financial results or information that has already been publicly disclosed.
Moreover, if any major event requiring disclosure under the securities exchange listing rules and so forth occurs during the quiet period, for example if the results are expected to deviate significantly from the earnings forecast, the Company makes a public announcement appropriately in line with the securities exchange listing rules and so forth.
4. Forward-Looking Statements
The information disclosed by the Company may contain forward-looking statements. These statements are based on management’s judgment in accordance with materials available to the Company at the time of disclosure, with future projections based on certain assumptions. The forward-looking statements therefore incorporate various risks, estimates, and uncertainties, and as such, actual results and performance may differ from the future outlook included in disclosed information due to various factors, such as changes in business operations and the financial situation going forward.
2Securing shareholders’ rights at Shareholders’ Meetings
(1) Initiatives to secure the rights and substantial equality of shareholders
The Company makes effort to secure the rights and substantial equality of shareholders.
The Company strives to practically secure the rights of non-Japanese and minority shareholders in terms of securing an environment where they can exercise their rights and enjoy substantial equality.
ⅰ) The Company’s “Articles of Incorporation” and the “Rules for Handling Shares,” which set forth procedures for exercising shareholders’ rights, are posted on the Company’s website.
ⅱ) Convocation Notices of the Shareholders’ Meeting and timely disclosure documents are translated into English and disclosed on the Company’s website.
Adoption of anti-takeover measures: None
At present, the Company has not clearly defined “basic policies regarding the way a person is to control the determination of financial and business policies of the stock company” (Article 118, (iii), Regulation for Enforcement of the Companies Act). However, with the aim of maximizing the Group’s corporate value through the further improvement of business performance and strengthening of corporate governance, etc., the Company believes it to be necessary to appropriately address large-scale purchases of the shares of the Company, and other acts which may damage the Group’s corporate value. The Company will continue to carefully consider these basic policies, in light of future trends in legislation and court decisions, etc., as well as social trends.
(2) Shareholders’ Meetings
The Company takes measures from the following perspectives to substantially secure the voting rights and other rights of shareholders at the Shareholders’ Meetings.
ⅰ) In order to give shareholders time to consider the information in the exercise of their voting rights, Convocation Notices of the Shareholders’ Meeting are dispatched approximately three weeks prior to the meeting date, ahead of the statutory deadline for dispatch. Moreover, the Convocation Notice is disclosed on the Company’s website about four weeks before the meeting, prior to the dispatch.
ⅱ) In addition to the Japanese-language versions of the Convocation Notices of the Shareholders’ Meeting, English-language versions of Convocation Notices are posted as quickly as possible on the Company’s website, etc., following the posting of the Japanese-language versions.
ⅲ) For shareholders who cannot attend the Shareholders’ Meeting, the Company has adopted a system for exercising voting rights via the Internet, in addition to a system for exercising voting rights through the mail by a Voting Instructions Form.
ⅳ) To facilitate exercise of voting rights by institutional investors, the Company has implemented the Platform for Electronic Exercise of Voting Rights.
ⅴ) Shareholders’ Meetings are held at the Company’s Head Office since it has good access to various transportations and convenient to shareholders.
ⅵ) Voting results for each proposal at Shareholders’ Meetings are confirmed by the Board of Directors after the meeting. In cases where the proportion of opposing votes exceeds a certain level, the board undertakes a causal analysis and discusses its response.