Making A Shareholder Proposal In Japan: Requirements and Strategies to Make A Proposal at A Shareholder Meeting of A Japanese Public Company

Since the adoption of the Japan’s Corporate Governance and Stewardship Codes, engagement with management has increased dramatically both privately and through proposals considered at General Meetings of Shareholders (Shareholder Proposals). Each year for the past decade, the number of Shareholder Proposals initiated has increased and some of these Shareholder Proposals have been adopted at Shareholder Meetings.

Despite low adoption rates for Shareholder Proposals in Japan, the willingness of shareholders to engage management in this manner has had a significant impact on managerial decisions, including the behavior of Directors with a long-term positive impact on shareholder returns in dividends, share repurchases, and stock price increases. Shareholder Proposals are here to stay.

This webinar will include a “nuts and bolts” introduction to the requirements and procedures for making a Shareholder Proposal, including consideration of the Japanese corporate law requirements, possible FEFTA and 5% filing strategies, technical requirements and format for making a Shareholder Proposal, timing of the interaction with management, and possible management responses to Shareholder Proposals.

Our featured speakers, Ryota Kimura (General Manager, Stewardship Solution, ICJ Inc.) and Deborah Hayden (Partner, Finsbury Glover Hering), will provide their insights on the voting system and IR communications from practical perspectives.