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Execution on Proxy Voting

We have established our Fundamental Concepts on Proxy Voting to guide our decisionmaking as an asset manager, as well as our Global Governance Principles, which outline our standards for ideal corporate governance.

Based on these guidelines, we have established separate proxy voting guidelines for Japanese and global equities. We regularly review both criteria based on voting results and other factors.

Fundamental Concepts

  1. 1.Proxy voting on our equity holdings is used as a mean to execute our fiduciary duties. Our basic stance with regard to proxy voting is, therefore, to strategically exercise such voting in order to enhance the value of the assets under management solely for the interest of beneficiaries.
  2. 2.Proxy voting is not used for supporting particular political and social campaigns.
  3. 3.We conduct proxy voting, based solely on consideration of information and research outcomes, which are acquired in the course of our management process as a trustor.
    We strive to raise shareholder value over the long term, by conducting proxy voting, with consideration given to the companies’ governance oversight, compliance with laws and regulations, corporate ethics, support of societal harmony, efforts on environmental issues, etc., to fulfill their social responsibilities.

Global Governance Principles

In 2017 we set up Global Governance Principles that cover Japanese and global equities in conducting proxy voting and are outlined below, with the aim of ensuring the proper exercise of proxy voting as a fiduciary.

Board Responsibilities

  • The board should act in the interests of company’s shareholders by promoting the sustainable growth of the company from a long-term perspective. This involves assuming accountability to shareholders & stakeholders, and giving consideration to a wide range of stakeholders integrating ESG factors.
  • The board should oversee management decisions by the executive managers.
  • The board should effectively assess and oversee business results as well as the compensation scheme of the executive managers and board members.

Board Composition

  • The board should preferably have no less than a majority of independent non-executive directors.
  • The board should preferably have a sufficiently diverse mix of directors to ensure the effective supervision of the business activities of management.

Information Disclosure (Financial & Non-Financial), and Ensuring Reliability

  • The board ensures the reliability of financial and non-financial information disclosed by the company and, accordingly assumes oversight responsibility for providing such information to the respective stakeholders.
  • The board should disclose highly reliable information in a timely manner so that shareholders are able to fully exercise their voting rights upon having sufficiently understood content of proposals, and also so that shareholders are able to effectively engage on issues that may affect their interest.

Shareholder Rights

  • The rights of all shareholders should be equal and each shareholder’s voting rights should be directly linked to the shareholder’s economic stake.
  • The board should ensure that shareholders have voting rights on the key decisions and transactions of the company.
    Whereas these governance principles constitute recommendations, companies are to draw up voting guidelines for Japanese and global equities that are aligned with their business realities, in light of varying laws, regulations, business practices and corporate governance codes of the respective countries.

Organizational Structure and Process

The proxy voting policy is determined by the President, following discussion at the Responsible Investment Committee*1, to improve corporate governance oversight and to maximize shareholder value over the long term.
Voting intentions for individual proposals are determined and approved by the head of the Responsible Investment Division, following the voting guidelines.
Voting results are verified periodically by the Responsible Investment Verification Council*2.

  • *1The Committee is responsible for overseeing key responsible investment initiatives. Its meetings are conducted with the participation of external expert members. In this capacity, the Committee plays a critical role as a control tower, ensuring the alignment of its initiatives with the Principles for Responsible Institutional Investors and the Principles for Responsible Investment (PRI), as well as developing solutions and driving continuous improvement.
  • *2The Verification Council is composed entirely of independent external members. It reviews proxy voting outcomes and responsible investment activities from an independent, third-party perspective.This oversight is intended to ensure the integrity of these processes and to appropriately manage any potential conflicts of interest that may arise.

Proxy Voting Result

For the result for Japanese companies, please click here (in Japanese only).