Corporate Governance
- Basic approach
- Corporate governance system
- Complying with the Corporate Governance Code
- Dialogue with shareholders and investors
Basic approach
Enhancement of corporate governance through continuous reform is one of the pillars of our sustainability management. We will continue to continuously reform and verify management resources and risk management, and build and maintain effective corporate governance. In addition, we will flexibly adapt to changes in the business environment and strive for resilient corporate management that contributes to the sustainable growth of the Group.
The Board of Directors of artience Co., Ltd. (hereinafter referred to as the “Company”) has established the following basic corporate governance policies to contribute to the sustained growth of the Company and its subsidiaries and affiliates (hereinafter referred to as the “Group” collectively) and the improvement of their corporate values in the medium and long term.
Chapter 1 General Provisions
Article 1: Basic Ideas Concerning Corporate Governance
The Company shall continue to improve corporate governance based on the following approaches from the perspectives of sustaining the growth of the Group and enhancing its value in the medium and long term.
- Respect the rights of shareholders and make efforts to guarantee their substantial equality.
- Attempt appropriate collaborations with various stakeholders.
- Guarantee transparency by disclosing corporate information (including nonfinancial information) appropriately.
- The Board of Directors acknowledges its fiduciary responsibility to shareholders, and works to maintain and improve its functions.
- Hold constructive dialogues with shareholders that have investment policies in agreement with medium- and long-term shareholder returns.
Chapter 2: Guarantee of the Rights and Equality of Shareholders
Article 2: General Meetings of Shareholders
The Company shall issue the convocation notice for an Ordinary General Meeting of Shareholders at least three (3) weeks before the date of the Meeting so that shareholders can sufficiently examine the items on the agenda of the Meeting and exercise their voting rights appropriately. At the same time, the Company shall disclose the relevant convocation notice through the Timely Disclosure Network (TDnet) of the Tokyo Stock Exchange and on its official website.
2 The Company shall make efforts to prepare conditions for the exercise of voting rights by shareholders, including the practical use of a platform for the electronic exercise of voting rights and translation into English of the reference material for the notice of the annual general meeting of shareholders.
Article 3: Guarantee of the Rights and Equality of Shareholders
The Company shall attempt to make appropriate responses for substantially guaranteeing the rights of shareholders and work to prepare conditions for the exercise of their rights. In addition, the Company shall give consideration to the substantial equality of shareholders, including minority shareholders and foreign shareholders.
Article 4: Shareholdings Based on Policies
As part of its management strategy, including business alliances, maintaining and strengthening business relationships, and stable procurement of raw materials, the Company shall hold shares in companies that it deems necessary, as a matter of policy. Every year, the Board of Directors shall examine the economic rationality of each individual shareholding from a medium- to long-term perspective, and sell those shares that have lost their significance as shareholdings.
2 As a result of the verification set forth in the preceding paragraph, even if it is determined that there is significance in holding a stock, if it will contribute to improving the capital efficiency of the Group, we will proceed with the sale after carefully discussing with the issuer.
3 The Company shall exercise voting rights based on the listed shares held on the basis of its policies appropriately for each agenda item, taking into consideration points such as whether or not the agenda item concerned will contribute to enhancing the value of issuing companies in the medium and long term, whether or not the agenda item concerned will contribute to the common interests of shareholders, including the Company, and how the agenda item concerned will affect the management and businesses of the Group, both qualitatively and comprehensively. Where an issuing company has special circumstances, such as the occurrence of significant damage to its corporate value or a serious compliance violation, or where there is a concern that an issuing company may damage the corporate value of the Company as its shareholder, judgment over whether or not to approve shall be made carefully by collecting sufficient information through dialogues with the issuing company or by other means.
Article 5: Capital Policies
The Company shall calculate the capital cost accurately and disclose management targets, such as the overseas sales ratio, the operating margin, the return on equity (ROE,) the balance of interest-bearing debt etc., in its business plans. At the same time, the Company shall implement financial strategies for their achievement, giving consideration to the balance of operating, investing and financing cash flows. In so doing, as its capital policies, the Company shall aim to enhance shareholder value in a sustained manner and realize flexible responses to business opportunities. At the same time, the Company shall adopt the basic policy of keeping an equity capital level to prepare sufficiently for sudden changes in economic conditions and the like.
Regarding shareholder returns, the Company shall attach importance to the continuation of stable dividends while working to secure business foundations that are sustainable on a long-term basis. Regarding capital policies that may cause changes in the hierarchy or large-scale dilution, the Company shall ask the Board of Directors to discuss their rationality and provide sufficient explanations to stakeholders, including shareholders and investors.
Regarding shareholder returns, we will place emphasis on continuing stable dividends while striving to ensure a long-term sustainable management base. Regarding capital policies that result in changes in control or large-scale dilution, the board Board of Directors will deliberate on their rationality and provide sufficient explanations to shareholders, investors, and other stakeholders.
Article 6: Related Party Transactions
The Company shall conduct all transactions, including those with related parties, in accordance with internal regulations, and obtain the necessary authorizations. In addition, the Board of Directors shall keep watch on transactions with related parties so that such transactions will cause no harm to the interests of the Group and the common interests of shareholders.
Chapter 3: Appropriate Collaboration with Stakeholders
Article 7: Rules for Corporate Behavior
The Company shall establish “artience Group Philosophy System,” which outlines the ideal image that the Group should aim for, and the basic ideas and actions required of the Group’s officers and employees, and “artience Group Code of Ethical Conduct,” which lays out the rules that all officers and employees should comply with as members of the Group, and the Board of Directors shall regularly review the status of their implementation.
Article 8: Relationships with Stakeholders
In accordance with the artience Group Philosophy System and the artience Group Code of Ethical Conduct set forth in the preceding article, the Company shall provide safety, security, and satisfaction to business partners, customers, consumers, and others throughout the supply chain, respect the rights and diversity of all employees involved in the Group’s business activities, contribute to the preservation and restoration of the global environment, and contribute to the improvement of social sustainability through all corporate activities. The Company will work to improve shareholder satisfaction through information disclosure and constructive dialogue, and aim to increase the corporate value of the Group.
Article 9: Sustainability
The Company shall establish an appropriate system for the promotion and execution of sustainability-related issues, including a Sustainability Committee, and the Board of Directors shall review the status of its implementation.
2. The Company shall identify and evaluate social issues that are important to the Group and for which there is high social demand as material issues, and shall actively / proactively disclose the details of these issues and the results and outcomes of corresponding measures.
Article 10: Ensuring Diversity
The Company shall work to ensure the diversity of its employees, create a workplace that draws out diverse values, and encourages the active participation of female employees, based on the recognition that learning from each other through diverse values, thinking, and ideas — and the synergistic effects thereof — is a source of sustainable growth for the Company itself.
Article 11: The Whistle-Blowing System
Sections within the Company or external offices shall promptly submit reports on directors or operating officers that they receive on the basis of the Company’s whistle-blowing system to the Audit & Supervisory Committee.
2 The Company shall protect individuals who submit reports based on the whistle-blowing system stated in the preceding paragraph in accordance with the company regulations on whistle-blowing.
Chapter 4: Corporate Governance Structure
Article 12: Roles of the Board of Directors
The Board of Directors shall make decisions on important management matters, including the basic policies and strategic direction of the Group, and shall create an environment for the execution of duties by Directors and Operating Officers, and engage in highly effective supervision. The Board of Directors will also work to improve the level of the internal control system, which will lead to an increase in corporate value.
2 Directors shall evaluate the effectiveness of the Board of Directors once a year. In addition, Directors shall ask a third party to evaluate the Board of Directors as required.
Article 13: Composition of the Board of Directors
The Board of Directors shall consist of an appropriate number of people within the number prescribed in the Articles of Incorporation, taking diversity and expertise into consideration. At least one-third (1/3) of the Board shall be Independent Outside Directors who conform to the standard for independence established separately by the Company.
Article 14: Composition of the Audit & Supervisory Committee
The Audit & Supervisory Committee shall consist of a number of people required to guarantee the effectiveness of audits within the number prescribed in the Articles of Incorporation. At least majority of the outside Audit & Supervisory Committee Members shall conform to the standard for independence established separately by the Company. At least one (1) individual with an appropriate knowledge of finance and accounting shall be appointed as an Audit & Supervisory Committee Member.
Article 15: Advisory Committee
The Company shall establish a voluntary Advisory Committee, chaired by an Outside Director. The Advisory Committee shall be available to the Board of Directors for consultation regarding the process of nominating Directors and other details such as executive remuneration, and shall discuss the appropriate course of action.
Article 16: Training
The Company shall provide the training and information required by Directors to perform their roles and functions appropriately.
Chapter 5: Dialogues with Shareholders
Article 17: Dialogues with Shareholders
The Company shall engage in sincere dialogue with shareholders to achieve sustainable growth and increase corporate value, from a medium- to long-term perspective.
2 To encourage constructive dialogue, the Company shall establish the following systems and initiatives.
- Designate a director in charge of IR to oversee IR activities.
- Establish a department in charge of general shareholders and a department in charge of investors, which will serve as external points of contact and seek to enhance dialogue in cooperation with other relevant Group departments.
- Hold briefings for investors, in addition to individual meetings, as a means of dialogue to promote understanding of the Company’s management policy, business performance, and business operations, etc.
- Share the content of dialogue among officers by periodically reporting to the Board of Directors and other means.
- Disclose information fairly and proactively, in accordance with the Disclosure Policy (Policy on Information Disclosure.) Give consideration to the management of insider information, such as setting a silent period for dialogue.
Chapter 6: Other Provisions
Article 18: Supplementary Provisions
The Board of Directors may revise or abolish these Basic Policies.
Established on November 9, 2015
Partially revised on December 14, 2018
Partially revised on November 12, 2021
Partially revised on March 23, 2022
Partially revised on January 1, 2024 (Resolved on December 8, 2023 at Board of Directors)
Partially revised on August 9, 2024
Corporate governance system
Corporate governance system (FY2024)
Main organization/meeting structure and roles
| Main organization/meeting system | Structure | role |
|---|---|---|
| Board of Directors FY2023 Number of events: 17 Term of office: 1 year |
Chairperson: President and Representative Director Members: 12 members (including 3 women), including Director 8 (including Outside Director 4) who are not members of the Audit and Supervisory Committee, and Director 4 (including Outside Director 3) who are members of the Audit and Supervisory Committee |
It is held once a month as an important decision-making body for the management of the entire group, and also holds extraordinary meetings as necessary to decide on matters stipulated by law and important management matters, and to review the status of business execution. I am supervising. |
| Audit and Supervisory Committee FY2023 Number of events: 13 Term: 2 years |
Members: 4 Audit & Supervisory Committee members (including Outside Director 3) | In cooperation with the Group Internal Audit Office and Accounting Auditors, which are internal audit departments, we audit the legality and appropriateness of the execution of Director 's duties. In addition to regular Audit and Supervisory Committee reports, information exchange meetings are held with the Group Audit Office, which is the internal audit department. In addition to reporting audit results with Accounting Auditors, we also hold information exchange meetings from time to time. |
| Group Management Committee FY2023 Number of events: 26 |
Members: Directors, Director and Supervisory Committee members, Operating Officers who oversee or are in charge of important management functions, and presidents of core operating companies. | Group Management Committee is a consultative and decision-making body in accordance with the Board of Directors and makes important decisions on the execution of business. In addition, Operating Officers, Finance & Accounting Department and Human Resources Department managers who do not attend Board of Directors meetings are always present at Group Management Committee, as well as representatives of core operating companies TOYOCOLOR Co., Ltd., TOYOCHEM Co., Ltd., and Director TOYO INK Co., Ltd., who do not attend meetings, mainly to discuss the Group's business strategy and business execution issues and performance. |
| Nomination and Remuneration Advisory Board FY2023 Number of events: 1 |
Chairperson: Outside Director |
Director Discusses candidates and their compensation. The committee, which is majority-headed by Outside Director, advises Board of Directors on the appointment and remuneration of officers, thereby further enhancing transparency and objectivity in the process of determining the nomination and remuneration of Director and its contents. |
Members of the Corporate Governance Committee (as of March 26, 2024)
◎：Chairman/Chairman ◯：Members
| position | Name | Board of Directors | Audit and Supervisory Committee | Advisory Committee on Appointment and Remuneration |
|---|---|---|---|---|
| Chairman and Representative Director | Katsumi Kitagawa | ○ | ― | ○ |
| President and Representative Director Group CEO |
Satoru Takashima | ◎ | ― | ○ |
| Senior Managing Director In charge of corporate department |
Hiroyuki Hamada | ○ | ― | ― |
| Outside Director | Shingo Kaneko | ○ | ― | ― |
| Independent Outside Director | Chise Onodera | ○ | ― | ○ |
| Independent Outside Director | Tomoko Adachi | ○ | ― | ― |
| Independent Outside Director | Yoshinobu Fujimoto | ○ | ― | ― |
| Director In charge of quality assurance, production, environment, sustainability, purchasing, and logistics |
Tetsuaki Sato | ○ | ― | ― |
| Director, Audit and Supervisory Committee member (full-time) | Masayuki Kano | ○ | ◎ | ― |
| Leading Independent Outside Director | Yutaka Yokoi | ○ | ○ | ◎ |
| Independent Outside Director | Keiko Kimura | ○ | ○ | ○ |
| Independent Outside Director | Minoru Matsumoto | ○ | ○ | ― |
List of officers (reasons for selection/skill matrix)
Standards Concerning the Independence of Outside Officers
Attendance at the 2023 Board of Directors
| position | Name | Number of attendance | Attendance rate |
|---|---|---|---|
| Chairman and Representative Director | Katsumi Kitagawa | (17 times/17 times) | 100% |
| President and Representative Director | Satoru Takashima | (17 times/17 times) | 100% |
| Senior Managing Director | Hiroyuki Hamada | (17 times/17 times) | 100% |
| Outside Director | Shingo Kaneko | (17 times/17 times) | 100% |
| Independent Outside Director | Chise Onodera | (17 times/17 times) | 100% |
| Independent Outside Director | Tomoko Adachi | (13 times/ 13 times) | 100% |
| Director | Tetsuaki Sato | (13 times/ 13 times) | 100% |
| Director, Audit and Supervisory Committee member (full-time) | Toshiaki Hirakawa | (17 times/17 times) | 100% |
| Leading Independent Outside Director | Yutaka Yokoi | (17 times/17 times) | 100% |
| Independent Outside Director | Keiko Kimura | (17 times/17 times) | 100% |
| Independent Outside Director | Minoru Matsumoto | (16 times/17 times) | 94% |
Complying with the Corporate Governance Code
Evaluation of the effectiveness of Board of Directors
Every year, the Company conducts an evaluation of the effectiveness of the Board of Directors of all Director, including outside officers, and works to improve the Board of Directors based on the issues identified.
Initiatives implemented in FY2023
In the effectiveness evaluation conducted in January 2023, it was pointed out that there were training opportunities for officers, feedback to the Board of Directors on the status of dialogue with shareholders, and the operation of Advisory Committee on Appointment and Remuneration. In response to this, in FY2023, we confirmed the officer training curriculum at Board of Directors, submitted a proposal for IR activity reports, and reviewed the number of Advisory Committee on Appointment and Remuneration meetings from FY2024.
Effectiveness Evaluation Process to be Implemented in January 2024
- With the involvement and advice of a third-party external organization, we created and implemented a questionnaire.
- Anonymity was ensured by responding directly to external organizations.
- Based on the reports of the aggregate results from external organizations, we analyzed, discussed, and evaluated them in the March 2024 Board of Directors.
FY2024 Evaluation results and issues
- We received generally positive evaluations, such as the fact that we were able to hold the necessary discussions in line with the agenda, and we recognized that the effectiveness of the Board of Directors as a whole was ensured overall. In addition, improvements were also confirmed in the items pointed out in the FY2023 effectiveness evaluation. Issues that do not produce results in a single fiscal year have been designated as continuing issues.
- In 2024, there was a new indication of the composition of Board of Directors.
Our Board of Directors will respond to the issues identified in this evaluation and grasp the status of improvement in the evaluation from the following fiscal year onward, and strive to continuously improve its effectiveness.
Executive compensation system
The Company recognizes the executive compensation system as an important matter in corporate governance, and has established the system based on the following basic policy, and operates the system while incorporating an objective perspective through Advisory Committee on Appointment and Remuneration Masu.
- The level must be in consideration of the balance with economic conditions and business results.
- Must be at a level that allows us to secure excellent managers to increase corporate value.
- A remuneration system that embodies the management philosophy and reflects the medium- to long-term management strategy, and strongly motivates sustainable growth.
- Incorporate a system that reflects performance linkage and motivates the achievement of public performance.
- Designed with fairness and rationality from the perspective of accountability to stakeholders, and decisions made through an appropriate process with increased objectivity and transparency.
Decision process for executive compensation system
Executive compensation is determined by a resolution of Board of Directors after the draft is presented by Director, which is delegated to Advisory Committee on Appointment and Remuneration each fiscal year, and the evaluation process and results are discussed and reported by .
Overview of executive compensation
From the perspective of focusing on Director Outside Director ensuring transparency, our company's Director remuneration consists of "basic remuneration," "performance-based remuneration," and "restricted stock remuneration." It consists of "rewards". The total remuneration for Director (excluding Director who are members of the Audit and Supervisory Committee), as resolved at the Ordinary General General Shareholders’ Meeting held on March 23, 2022, shall be no more than 500 million yen per year (including no more than 100 million yen Outside Director), and no more than 100 million yen for outside directors. The total remuneration for a certain Director is less than 100 million yen per year. Additionally, the total amount of monetary remuneration claims to be paid as restricted stock compensation to Director (excluding Director who are audit and supervisory committee members and Outside Director) is set at 100 million yen or less per year, in addition to the 500 million yen per year limit. .
- Basic remuneration is a monthly fixed remuneration in cash and is determined based on position.
- Performance-linked remuneration incorporates a system that reflects the evaluation of consolidated performance, and is paid as short-term incentive remuneration as monthly remuneration. This allowance is provided to internal Director who are not members of the Audit and Supervisory Committee.
- Restricted stock compensation is intended to share the benefits and risks of stock price fluctuations with shareholders, and to further increase motivation and contribution to improving the company's medium- to long-term performance and increasing corporate value by demonstrating a healthy entrepreneurial spirit. This is long-term incentive remuneration for internal Director who are not Audit and Supervisory Committee members.
The proportions of each compensation component (standard amount when performance-based compensation targets are achieved 100%) are designed to be 65% base compensation, 35% performance-based compensation, and 5% restricted stock compensation.
Director who are members of the Audit and Supervisory Committee receive only basic remuneration, with an upper limit of 100 million yen per year, in consideration of their responsibilities and roles in supervising and auditing the execution of business.
Director and remuneration for Audit & Supervisory Board Members (FY2023)
| Officer classification | Total amount of remuneration, etc. (One million yen) |
Total amount of compensation by type (million yen) | Number of eligible officers (given name) |
||
|---|---|---|---|---|---|
| fixed remuneration (basic remuneration) |
variable compensation (performance-based compensation) |
With transfer restrictions stock compensation |
|||
| Director (excluding Director who are audit and supervisory committee members) (including Outside Director) |
267 （29） |
187 （29） |
73 （－） |
6 （－） |
9 （4） |
| Director (Audit and Supervisory Committee Member) (including Outside Director) |
54 （30） |
54 （30） |
－ | － | 4 （3） |
| sum (Outside Director of which ) |
321 （59） |
241 （59） |
73 （－） |
6 （－） |
Total 13 (7 in total) |
*The above amount includes two Director who retired at the end of the regular General Shareholders’ Meeting on March 23, 2023.
- Implementation of training for executives
- Successor development plan for CEO, etc.
- Appointment and dismissal of senior management and nomination of Director candidates
- Support system for Outside Director
Thoughts on cross-shareholdings
The economic rationality of cross-shareholdings is verified by Board of Directors every year. We will examine the benefits and trading conditions of holding in comparison to the cost of capital for each individual stock, and if we determine that holding is not appropriate, we will reduce our holdings after taking into consideration the situation of the company and market trends. .
Regarding the exercise of voting rights for cross-shareholdings, we will consider whether each proposal will contribute to improving the medium- to long-term corporate value of the issuing company, whether it will contribute to the common interests of shareholders, including the Company, and We will appropriately exercise each proposal after qualitatively and comprehensively considering its impact on the management and business of our group. In addition, if there are special circumstances at the issuing company, such as significant damage to corporate value or occurrence of serious compliance violations, or if there is a concern that the company's corporate value as a shareholder may be damaged, we may hold dialogue with the issuing company, etc. After gathering sufficient information, we will carefully judge the pros and cons.
Investment stocks held for purposes other than pure investment purposes
| Number of brands (Brand) |
of the amount recorded on the balance sheet Total amount (million yen) |
|
|---|---|---|
| Unlisted stocks | 50 | 1,836 |
| Stocks other than unlisted stocks | 37 | 18,385 |
Information on the number of shares for each issue of specified investment stocks and deemed shareholdings, the amount recorded on the balance sheet, etc.
| Brand name | Current fiscal year | Previous business year | Purpose of holding, outline of business alliances, quantitative holding effect, and reason for the increase in the number of shares | Whether or not you own shares of our company |
|---|---|---|---|---|
| Number of shares (shares) | Number of shares (shares) | |||
| Amount recorded on balance sheet (million yen) | Amount recorded on balance sheet (million yen) | |||
| Toyo Seikan Group Holdings, Ltd. | 3,798,969 | 3,798,969 | We are engaged in transactions in polymer coatings related businesses, and we hold them for the purpose of maintaining and strengthening business relationships. | Yes |
| 8,688 | 6,161 | |||
| NIPPON SHOKUBAI CO., LTD. | 904,547 | 904,547 | We hold this property for the purpose of stable procurement of raw materials. | Yes |
| 4,915 | 4,776 | |||
| Kyodo Printing Co., Ltd. | 216,920 | 216,920 | We are engaged in transactions in package-related businesses, and we hold them for the purpose of maintaining and strengthening business relationships. | Nothing |
| 700 | 596 | |||
| Nissha Co., Ltd. | 457,894 | 457,894 | We are engaged in transactions in package-related businesses, and we hold them for the purpose of maintaining and strengthening business relationships. | Yes |
| 674 | 837 | |||
| Marubeni Corporation | 266,851 | 266,851 | We hold this property for the purpose of stable procurement of raw materials. | Nothing (Note 1) |
| 594 | 404 | |||
| OSAKA ORGANIC CHEMICAL INDUSTRY LTD. | 175,000 | 175,000 | We hold this property for the purpose of stable procurement of raw materials. | Yes |
| 474 | 334 | |||
| HOKKAN HOLDINGS LIMITED | 208,317 | 208,317 | We are engaged in transactions in package-related businesses, and we hold them for the purpose of maintaining and strengthening business relationships. | Nothing |
| 338 | 286 | |||
| ARAKAWA CHEMICAL INDUSTRIES, LTD. | 293,760 | 293,760 | We hold this property for the purpose of stable procurement of raw materials. | Yes |
| 297 | 284 | |||
| LINTEC Corporation | 100,000 | 414,720 | We are engaged in transactions in polymer coatings related businesses, and we hold them for the purpose of maintaining and strengthening business relationships. | Nothing |
| 275 | 890 | |||
| TOMOKU CO., LTD. | 108,033 | 108,033 | We are engaged in transactions in package-related businesses, and we hold them for the purpose of maintaining and strengthening business relationships. | Yes |
| 232 | 182 |
*1 The company that owns the shares does not hold the Company's shares, but the Company's subsidiaries hold the Company's shares.
Dialogue with shareholders and investors
The Company considers shareholders and investors to be important stakeholders, and in addition to disclosing information in a timely and appropriate manner, the Company engages in sincere dialogue with shareholders and investors in order to achieve sustainable growth and increase corporate value, and utilizes the valuable opinions it receives to improve management.
The basic policy and the establishment of systems and initiatives to promote constructive dialogue are clearly stated in the "Basic Policy on Corporate Governance" (Article 17, Dialogue with Shareholders), and we will continue to implement them based on this policy.
Information disclosure is carried out proactively and fairly in accordance with the Information Disclosure Policy.
Details of IR and SR activities (FY2023)
The main IR and SR activities in FY2023 (fiscal year ended December 2023) are as follows.
Primary responders
Group CEO, Director in charge of Corporate Divisions, Operating Officers in charge of IR, Officer in charge of business, Department in charge of IR, etc.
Summary of shareholders and investors engaged in dialogue
Domestic and Overseas Institutional Investors, Securities Analysts, Individual Investors
Main activities
| activity | number of times | details |
|---|---|---|
| Financial results briefings for analysts and institutional investors, business briefings | 2 times |
|
| Individual interviews with domestic and overseas institutional investors and analysts | Approximately 100 times in total | Individual interviews were conducted on a visit, in the office, and online (WEB or telephone). |
| Briefing session for individual investors | 1 time | Briefings were held and materials were posted on the website for individual investors. |
| General Shareholders’ Meeting | 1 time | Conduct hybrid participatory virtual General Shareholders’ Meeting. |
| Disseminating information on the website | suitability | Financial results, financial results briefing materials, General Shareholders’ Meeting-related materials, video distribution and transcriptions, annual securities reports, quarterly reports, integrated reports, shareholder newsletters (to shareholders), timely disclosure materials, etc. Sponsored Research Reports (4 times a year, Japanese and English) |
Key themes and interests of the dialogue
- Performance Results of Existing Businesses and Future Prospects
- Progress of Strategies Based on the Medium-Term Management Plan SIC-II
- Management with an awareness of capital costs and stock prices, especially ROE improvement and capital policy
- Our Approach to Shareholder Returns
- Request to hold a business briefing session specializing in future focus projects
Implementation of feedback to management and Board of Directors
- The Director in charge of corporate affairs reported on the opinions and dialogues of institutional investors and analysts on Board of Directors. Share information, discuss and provide feedback with Director and Outside Director. (Semi-annually)
- Quarterly reporting of dialogue to management and related departments.
- Reporting on the contents and results of individual investor briefings (on a case-by-case basis)
Matters incorporated based on dialogue and feedback
- Holding of business briefing on CNT dispersions for lithium-ion batteries
- Summary of the previous medium-term management plan SIC-II at the financial results briefing, and explanation of the progress and results of each strategy
- Disclosure of Business Portfolio Transformation, Capital Policy, Cash Allocation, and Shareholder Return Policy in Medium-Term Management Plan artience 2027
- Holding quarterly financial results briefings (from 2024)
- Organizational changes to strengthen IR (transfer of IR functions from Corporate Communication Department to Corporate Planning Division)