Securing shareholders’ rights
We are determined to act appropriately and treat all shareholders, including minority shareholders and foreign shareholders, substantially equally according to the number of shares they hold and secure shareholders’ rights as represented by the exercise of voting rights at the General Meeting of Shareholders.
In the case 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 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.
- 1 We will focus on the improvement of IR activities to gain understanding of our management philosophy, management strategy, financial strategy, management plan, business results, and concept of sustainability.
- 2 The Representative Director & President will supervise all aspects of dialogue, and consultation will be provided by the relevant departments, if necessary.
- 3 As for individual face-to-face 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 and the purpose of the meeting with the shareholders and investors.
- 4 In order to promote 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.
- 5 Useful opinions and requests expressed in dialogues with shareholders and investors will be provided to the Board of Directors, etc. as necessary.
- 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.
- 7 In carrying out dialogues with shareholders and investors, we will comply with laws and regulations and other related rules and manage insider information properly.
Cross-shareholdings
Policy on acquisition and shareholding
- 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.
- 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.
- 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.
- 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.
| Status of dialogues with investors | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Financial briefings for institutional investors and analysts (1H and full-year) | 2 | 2 | 2 |
| Financial briefing small meetings for institutional investors and analysts | 34 | 27 | 31 |
| Conference hosted by securities companies | 8 | 5 | 5 |
| Individual meetings for institutional investors (face-to-face meetings and interviews by phone) | 168 | 166 | 180 |
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.
- 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.
- 2 Disclosure will be made in such a manner that our shareholders and other stakeholders can easily access it.
- 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.
Stock split
We have carried out a stock split for the purpose of lowering the share price per investment unit, thereby making it easier for investors to invest and expanding the investor base.
Method of the stock split
Each share of common stock owned by shareholders listed or recorded in the closing register of shareholders on the record date of Thursday, February 29, 2024 is to be split into three shares.
