When exercising voting rights, we aim to boost the value of the shares and prevent any harm to share value, in order to fulfil our fiduciary responsibility and advance the interests of our clients.
- Regulations concerning the exercise of voting rights will be determined by the President via discussion at the Senior Management Committee, and we will exercise voting rights based on these regulations.
- The regulations set out the judgment criteria for the exercise of voting rights shown below.
- 1.Is the proposal harmful to share value?
- 2.Has the investee company engaged in any violation of laws and regulations or antisocial activity?
- 3.Is the investee company working to improve management?
- 4.Is the investee company endeavoring to enhance corporate governance?
- 5.Is there any issue with the investee company's IR framework or attitude toward information disclosure?
- 6.Is the proposal otherwise appropriate from the viewpoint of fulfilment of our fiduciary responsibility?
Framework and decision-making process related to the exercise of voting rights
- We have established the Voting Rights Subcommittee in the Responsible Investment Committee as an organization for discussing and reporting matters concerning the exercise of voting rights instructions related to Japanese stocks and foreign stocks. The Voting Rights Subcommittee is made up of the Executive Officer in charge of asset management departments, who is the Subcommittee Chairperson, and the general managers of asset management departments, who are its principal members.
- The guidelines that serve as the judgement criteria for individual proposals are determined by the Voting Rights Subcommittee Chairperson via discussion at the Voting Rights Subcommittee.
- When making judgement on individual proposals, asset management departments carefully examine the proposal and draft the exercise proposal of voting rights and the general manager of the department responsible for the exercise of voting rights makes a final decision.
- When the judgment reached on a proposal is not consistent with the guidelines or when a judgment cannot be reached on a proposal based on the guidelines and a comprehensive policy for dealing with the proposal is required, the Voting Rights Subcommittee Chairperson determines a policy for dealing with the proposal via discussion at the Voting Rights Subcommittee.
- Results of the exercise of voting rights are reported to the Voting Rights Subcommittee as well as to the Responsible Investment Committee chaired by the President, and the Responsible Investment Committee monitors the status of the exercise of voting rights.
To facilitate effective exercise of voting rights, we have established the screening criteria shown below and we conduct an individual assessment if any of the screening criteria apply.
- 1.Portfolio capitalization weight criteria
- 2.Stock performance/REIT performance criteria
The Exercise of voting rights related to foreign stocks
When exercising voting rights related to foreign stocks, we use an outside specialized agency and make judgments according to actual conditions in the country in question.
Please note that, in the case of stocks held as assets managed under a discretionary investment contract or as assets in an investment trust created by us, the trustee is the legal owner of the stocks and we will, therefore, exercise voting rights though the trustee.