Securing shareholders’ rights
We are determined to act appropriately and treat all shareholders, including minority shareholders and
foreign shareholders, equally according to the number of shares they hold. We also strive to secure
shareholders’ rights, as represented by the exercise of voting rights at the General Meeting of
Shareholders.
In cases where we are to implement a capital policy that may result in a change of control or a
large-scale dilution, we will resolve the matter by fully discussing the necessity and rationality at the
Board of Directors meeting before providing sufficient explanation to shareholders from the perspectives
of fulfilling fiduciary duties for shareholders.
Constructive dialogues with shareholders and investors
We endeavor to improve medium- to long-term corporate value through constructive dialogues with
shareholders and investors.
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1
We will work to enhance our IR activities to help shareholders and investors understand our management
philosophy, strategy, and plans, as well as our financial strategy and performance and views on
sustainability.
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2
The Representative Director & President will supervise all aspects of dialogue, and consultation will
be provided by the relevant departments, if necessary.
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3
As for one-on-one meetings with shareholders and investors, the IR department will serve as the
contact point, and the matter will be appropriately handled within a reasonable scope based on the
requests of shareholders and investors and the purpose of the meeting.
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4
In order to encourage constructive dialogues with shareholders and investors, the IR department and
other related departments will periodically exchange opinions and share information based on their
professional viewpoints and respond to matters in cooperation with each other.
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5
Any useful opinions or requests obtained from dialogues with shareholders and investors will be
provided to the Board of Directors, etc. as necessary.
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6
The composition of shareholders will be checked periodically, based on which communication will be
improved in an appropriate manner suited to the shareholders and investors.
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7
When engaging in dialogue with shareholders and investors, we will comply with laws, regulations, and
other related rules, and we will properly manage insider information.
| Status of dialogues with investors |
FY 2022 |
FY 2023 |
FY 2024 |
FY 2025 |
|
Results presentation for institutional investors and analysts (1H and full-year)
|
2 |
2 |
2 |
2 |
| Small meetings on financial results for institutional investors and analysts |
27 |
31 |
23 |
40 |
| Conference hosted by securities companies |
5 |
5 |
4 |
5 |
|
One-on-one meetings with institutional investors (face-to-face or via conference call)
|
166 |
180 |
208 |
290 |
Cross-shareholdings
Policy on acquisition and shareholding
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1
In principle, we will not hold shares under a cross-shareholding policy toward the improvement of
corporate value except in the case of strategically important collaboration and the case where the
maintenance and development of trading relationships are required.
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2
As for shares held, we will periodically verify the rationality of holding the shares, and the Board
of Directors will check this on an annual basis, the details of which will be disclosed. We will
gradually sell any shares whose holding purpose is no longer significant, in a manner taking into
consideration the status of the relevant issuer.
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3
As for the exercise of voting rights of the shares held, we make a comprehensive judgment by
confirming whether each agendum will contribute to the enhancement of corporate value of the Company
from medium- to long-term perspectives while respecting the management policy of the relevant
issuer.
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4
We will not carry out any transaction with a company that holds the Company’s shares if the
transaction is not economically rational. When such a company expresses the intention to sell the
Company’s shares, we will not try to prevent it from doing so.
Verification results by the Board of Directors
As for the cross-shareholdings of the Company, the Board of Directors has examined each stock to confirm
the significance of its holding purpose.
Disclosure
We appropriately disclose information on a timely basis in compliance with laws, regulations and related
rules toward the realization of fair and highly transparent management.
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1
We will proactively disclose both financial and non-financial information if such information is
considered useful for shareholders and other stakeholders to deepen their understanding of the
Company.
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2
Disclosure will be made in such a manner that our shareholders and other stakeholders can easily
access it.
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3
From the viewpoint of information disclosure particularly to overseas investors, we will prepare
materials in English concerning the Company profile, management strategy, medium-term management
plan, budget, trend of business results, notice of convocation of the General Meeting of
Shareholders, corporate governance basic policy, and ESG. These materials will be posted on the
website of SUGI Holdings Co., Ltd.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was established to increase transparency and objectivity in the
selection of Director and Auditor candidates and in the deliberation process concerning the remuneration
system for Directors and Auditors. The Committee, chaired by an External Director, met 11 times in FY2025.
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1
The Nomination and Remuneration Committee consists of at least three members, the majority of whom are
external officers (External Directors and External Auditors), in principle.
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2
Members of the Nomination and Remuneration Committee are appointed by resolution of the Board of
Directors.
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3
Based on consultations posed by the Board of Directors or the Board of Auditors, the Nomination and
Remuneration Committee deliberates the following matters concerning the nomination of Directors and
Auditors of each group company.
-
(a)
Matters concerning the election of Director and Auditor candidates to be submitted to the
General Meeting of Shareholders
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(b)
Matters concerning the policy and standards related to the election of Director and Auditor
candidates
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(c)
Other matters for which consultation was posed by the Board of Directors or the Board of
Auditors
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4
Based on consultations posed by the Board of Directors or the Board of Auditors, the Nomination and
Remuneration Committee deliberates the following matters concerning the remuneration for Directors
and Auditors within the scope of the remuneration system and the maximum remuneration approved at
the General Meeting of Shareholders.
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(a)Matters concerning the individual remuneration for Directors and Auditors
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(b)
Matters concerning changes to the remuneration system and levels for Directors and Auditors
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(c)
Other matters for which consultation was posed by or that were delegated by the Board of
Directors or the Board of Auditors