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At the Ordinary General Meeting of Shareholders, shareholders asked questions about share buybacks.
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General meeting of shareholders
General meeting of shareholders(Kabunushi-sokai) isLtd.The highest ofDecision makingorgan.ShareholderAs a memberLtd.Determine basic policies and important matters. Since shareholders are the effective owners of a joint-stock company, in other words, the owners of residual claims unless they go bankrupt, important decisions are left to the general meeting of shareholders. The idea that shareholders can resolve any matter through the general meeting of shareholders as long as it is related to the company (universal institution of the general meeting of shareholders) isSeparation of ownership and managementDue to the reality such as, it is not shared by all types of joint-stock companies, and even under Japanese law, American state law, German law, and French law, matters that cannot be decided at a general meeting of shareholders to a certain extent are on the management side. Reserved.
General Meeting of Shareholders in Japan
Under the Companies Act of Japan, the institutional structure is made more flexible, but the general meeting of shareholders is held.DirectorIt is also a necessary institution. On the other hand, the board of directors and corporate auditors (381 article), Board of Corporate Auditors (390 article) Etc. are voluntary institutions, and if they are not established, the general meeting of shareholders has a direct alternative function to these institutions. You can now perform each of the outside actions (362 articleItem 4). with this,Closed company(Co., Ltd. that is not a public company:107 article), It is understood that the provisions of the Articles of Incorporation that "directors are limited to shareholders" are also valid.
The scope of authority for general meetings of shareholders differs between companies without a board of directors and companies with a board of directors. In the former, it is said that the organization, operation, management and all other matters related to the corporation can be decided, but the latter (362 article), It is said that resolutions can be made only for matters stipulated by law and matters stipulated in the articles of incorporation. The provisions of the Articles of Incorporation, which state that directors, executive officers, the board of directors and other organizations other than the general meeting of shareholders can decide on matters that require a resolution at the general meeting of shareholders pursuant to the provisions of the law, have no effect. (295 article).
As mentioned above, the members of the general meeting of shareholders are shareholders, and one or more shares (Articles of IncorporationIn 1Unit1 unit or more if the number of shares is specified)stockHaveShareholderConsists of.
Depending on the time of the general meeting of shareholders, approval of settlement of accounts, accompanying resolution to distribute surplus, and resolution to appoint officersOrdinary General Meeting of ShareholdersAnd the so-called extraordinary opening when a serious decision such as a merger, company split, or share exchange occurs.Extraordinary general meeting of shareholdersIt is divided into
March period, which is common in JapanSettlementFor the companyBase date systemIt is necessary to hold an ordinary general meeting of shareholders by the latter half of June (because the expiration date of the record date is set to 3 months or less by the custom of setting the settlement date).124 article2), so-calledConcentrated dayThe business day before the last business day of June called (however, if this is Monday, the Friday of the previous week)There is a tendency for many companies to hold annual shareholders' meetings on specific days. This is by concentrating the General Assembly on a particular dayextortionistSubstantially eliminates attendance and facilitates the general meeting (described later)Shanshan General AssemblySee) There was a purpose.
Enforced in May 2006 (Heisei 18)Company lawIn the Ministry of Justice Ordinance delegated by the law (Corporate law enforcement regulations),Public companyHolds a general meeting on a concentrated day of a general meeting of shareholders (also held by a public company but limited to a concentrated day), or even at other companies, held in the past without the provisions of the articles of incorporation and the consent of all shareholders If the general meeting is held at a place significantly distant from the place where the meeting was held, it is obligatory to explain the reason in the convocation notice (Company Law Enforcement Regulations Article 63, Item 1 (b), Article 63, Item 2). There was a certain institutional restraint on the event.
The idea that the activities of the general meeting shop are a little weaker than before, and that the general meeting of shareholders is regarded as a stage to appeal the company (Investor Relations) Has become widespread, and an increasing number of companies are holding annual general meetings of shareholders on Saturdays and Sundays when it is easy for general individual shareholders to attend. In the case of 2004,Tokyo Stock ExchangeToListing3% of the companies that settled accounts for the fiscal year ended March 64, held a general meeting of shareholders on June 6, but the number of meetings held on intensive days peaked at 29% in 1995, a significant decrease, and the dates of implementation have become more diversified. It shows that it is.
In principle, in the old company edition of the Commercial Code before the revision in 2005 (Heisei 17),board of directorsBased on the resolution ofCEOWas usually convened, but the Companies Act only stipulates that directors convene (because the establishment of the board of directors itself is voluntary).296 article3).
Has more than three-hundredths of the voting rights of all shareholders since six months agoMinority shareholders(In the case of a public company. It is possible for multiple shareholders to meet the holding requirements.) The purpose of the meeting and the reason for the convocation can be submitted to the director in writing to request the convocation (in the case of a public company).297 articleItem 1). The requirement for holding period can be shortened by the articles of incorporation. If the director fails to convene a general meeting of shareholders after requesting the convocation, the shareholders themselves may convene the general meeting with the permission of the court (297 article(Section 4)
A convocation notice must be issued two weeks prior to the date of the meeting to give shareholders the opportunity to attend and time to prepare (299 articleItem 1) (Written voting and electronic voting are not adoptedA corporation that is not a public companyIn 1 week). In addition, it should be notedAll attendance general meetingIn this case, the defect in the convocation procedure does not become a problem after the fact (Supreme Court Case, December 60, 12, Minshu Vol. 20, No. 39, p. 8).
- Date and place of the general meeting of shareholders
- If there are matters that are the purpose of the general meeting of shareholders, those matters
- If shareholders who do not attend the general meeting of shareholders are allowed to exercise their voting rights in writing, to that effect
- If shareholders who do not attend the general meeting of shareholders can exercise their voting rights by electromagnetic means, to that effect
- Matters specified by the Ministry of Justice Ordinance
In the Companies Act, there is a clear provision that the convocation procedure is not required if the consent of all shareholders is obtained at the general meeting of shareholders (300 article）
Shareholders who hold one-hundredth or more of the voting rights of a joint-stock company or all shareholders shall inspect the court prior to the general meeting of shareholders in order to investigate the procedure for convening the general meeting of shareholders and the method of resolution. You can apply for the appointment of a role (306 articleItem 1).
In a company with a board of directors, the directors received approval from the shareholders when notifying the convocation of the ordinary general meeting of shareholders.Financial documentsAnd business report must be provided (437 article).
If the convocation procedure violates laws and regulations or the Articles of Incorporation, or is extremely unfair, shareholders, etc. may request the cancellation of the resolution by appeal within three months from the date of the resolution of the general meeting of shareholders, etc. (831 article).
The venue was limited to the municipality where the head office (head office) is located or the adjacent municipality according to the provisions of the former Commercial Code (Article 233 of the Commercial Code before revision), but it is held anywhere under the Companies Act. It became possible (298 articleItem 1) (A company headquartered in Osaka can hold a general meeting in Tokyo or in a foreign country. However, the venue can be limited by the articles of incorporation). However, as mentioned above, due to the provisions of the Companies Act Enforcement Regulations, directors may be required to explain the reasons for selecting a venue for a different general meeting of shareholders.
Especially in the case of a listed company with a large number of shareholders, if the venue is a facility inside the company (large conference room, gymnasium of the head office factory, etc.) or if there is not enough space inside the company, a large space can be secured nearby.HotelIt is often held in banquet halls and event halls.
Shareholder proposal rights
- Agenda proposal right (303 article）
- Shareholders who have held 6% or more of voting rights or 1 units or more for more than 300 months (it is not necessary for a company with a private board of directors to keep holding) shall inform the directors of certain matters at the general meeting of shareholders. Can be requested to be the purpose of.
- Right to propose bills (304 article）
- Shareholders with voting rights may submit proposals to be voted at a general meeting of shareholders at a general meeting of shareholders, with exceptions such as re-proposal of proposals for less than 10% in favor within the past three years.
- Notification request right (305 article）
- Shareholders who have exercised Article 303 may request that the notice of convocation of the general meeting of shareholders include the outline of the proposal eight weeks before the general meeting.
In the pastNomura HoldingsShareholders make more than 100 proposals to the company, etc.In December 2019, the Diet passed the revised Companies Act, which limits the number of proposals that the same proposer can submit to a single general meeting to 12 in principle, saying that there were cases where the right to propose was abused. Established..However, even after the revision of the Companies Act, in May 2020, one shareholder submitted multiple bills.Mitsui Mining & SmeltingIt has been pointed out that it has not reached a fundamental solution, such as being submitted to.
Resolution method (exercise of voting rights)
Shareholders may exercise their voting rights by proxy, but there is a limit to the number of proxy who can attend.
Shareholders' meeting resolution
Each shareholder (excluding voting-restricted shareholders and the company itself) has one vote for each share or unit, and usually decides the proceedings by majority vote (excluding voting rights-restricted shareholders and the company itself).308 article,309 article). However, certain matters stipulated by the Companies Act are decided by a special majority (Special resolution(Article 309, Paragraph 2)) orSpecial resolutionIs required (Article 309, Paragraph 3, Paragraph 4). The "4/3 special resolution (paragraph 4 special resolution)" is the first resolution method stipulated by the Companies Act.
- Omission of resolutions at general meetings of shareholders (319 article)
Types of resolutions
(Article 309, Paragraph 1)
"The voting rights of shareholders who can exercise their voting rightsmajorityAttendance by shareholders with
"The voting rights of the shareholders in attendancemajority'
|Resolution for appointment and dismissal of officers (directors, accounting advisors, corporate auditors)|
"The voting rights of shareholders who can exercise their voting rightsmajorityAttendance by shareholders with
"The voting rights of the shareholders in attendancemajority'
(Article 309, Paragraph 2)
(Dismissal of Audit & Supervisory Board Members, etc.)
"The voting rights of the shareholders in attendanceOne thousandthMany of the above
(Article 309, Paragraph 3)
(For example, when a public company changes its articles of incorporation to a private company)
"Shareholders who can exercise their voting rightsHalfAbove and the voting rights of the shareholdersOne thousandththat's all"
(Article 309, Paragraph 4)
(When a private company has provisions for different treatment of surplus dividends, residual property distribution, etc. for each shareholder)
"Of all shareholdersMore than halfAnd the voting rights of all shareholdersOne thousandththat's all"
Exercise of voting rights by electromagnetic means
Regarding voting for exercising voting rights, the revision of the Commercial Code in 2002 (14)インターネットIt became possible to vote by, and it was inherited by the Companies Act.会社が容認すればIf the company allowsインターネットYou can also vote by (310 article), 2004 (Heisei 16)Sony,Kawasaki Heavy Industries,NTT,NTT DoCoMo,Nikko Cordial Group,Mitsui Trust Holdings14 companies such asMobile / Internet terminalVoting by etc. has come to be accepted.
However, participation in (a system for institutional investors that started operation in 2006 (18). Only individuals can vote on the Internet due to the revision of the Commercial Code in 2002) is 14 in total. Situations that do not reach a percentage (for exampleToyota,CanonHowever, even if you see that you have not participated), you can see that the exercise of voting rights via the Internet is not widespread..
The proceedings of the general meeting of shareholders shall be specified by the Ordinance of the Ministry of Justice (b: Article 72 of the Companies Act Enforcement RegulationsHowever, the minutes must be prepared and kept at the head office for 10 years from the day of the general meeting of shareholders, and a copy of the minutes must be kept at the branch office for 5 years ().318 article).
Management of general meeting of shareholders
extortionistMeans a person who uses his / her position as a shareholder at a general meeting of shareholders to obtain an unfair profit from the company.Profit from the company and strive to make adjustments and roots to finish the general meeting of shareholders in a short timeRuling party general assembly shopAnd try to profit from the company by foretelling the obstruction of the general meeting of shareholders, and if not, try to obstruct the general meeting of shareholdersOpposition general assembly shopare categorized.
The existence of these sokaiyas is rooted in the unique circumstances of Japan, where many listed companies believed that the successful reporting and approval of their financial statements at a general meeting of shareholders would indicate the trust of shareholders in the current directors. At one point, it was discussed as a "so-called special shareholder" to see if it would interfere with the exercise of the rights of general shareholders, and "normalization of the general meeting of shareholders" was regarded as a problem. Prohibition of providing profits based on exercise / non-exercise (970 article) Was enacted by the revision of the Commercial Code in 1981 (Showa 56), and the unit shareholder system (currently the unit shareholder system) introduced at the same time eliminated the voting rights of shareholders under the unit, and is now heading toward calming down. ing.However, just by not giving and receiving money to the Sokaiya blatantly, the profits to the Sokaiya continue to be provided in an invisible form such as requesting advertisements in specific economic magazines and renting foliage plants. There is also a view that it is doing.
Shanshan General Assembly
A slang term for a general meeting that deliberately accelerates proceedings in order to take measures against the general assembly shop or to avoid criticizing the company's policies by shareholders.The ruling party shareholders of the company (convened by the employee stock ownership association staff and the general affairs department) take the front of the general meeting and proceed with the proceedings quickly with a big applause and a loud voice such as "Agree!" ..Opinions of other shareholders are drowned out, and general meetings often end within 30 minutes.
Such general meetings are often found in owner companies, and are unique to Japan because shareholders other than the owner are only interested in the gains on fluctuations in stock prices, but they deviate significantly from the original meaning of the general meetings of shareholders. It was regarded as a problem.There is also an opinion that it is worse than the general assembly shop.
In recent years, in many cases, we have taken a lot of time to ask questions to reflect the opinions of shareholders who attended on weekdays, and conversely submitted proposals requesting disclosure of executive compensation for directors, and social gatherings with management. The number of companies that give preferential treatment to individual shareholders is increasing, such as by establishing a general meeting after the general meeting, and the holding time of the general meeting of shareholders has tended to be slightly longer since the 1990s.また、アクティビスト（後述）の登場により、従来は安定株主とされてきたIn addition, with the advent of activists (described later), it has traditionally been regarded as a stable shareholder.Institutional investorHowever, there are many cases in which dissenting opinions are being cast mainly on measures to prevent takeovers, amendments to the articles of incorporation related to exemption from liability, and proposals for retirement benefits for officers.
There is no absolute major shareholderListed companyAfter acquiring a large amount of shares inShareholder valueRegarding events such as improvement of profits and return of profits to shareholders, other than the general meeting of shareholders, that is, the managementIR activitiesSince 2003, there have been many direct activities in Japan to guide the intentions of the management team in the direction of further improving the market stock price in places such as "" and "".ActivistCalled.
Many activists are fund managers, and in the olden daysMurakamiLeadMACWas a representative activist in Japan,Shoei,Tokyo styleIt was hard to say that it was always successful in individual investment projects such as.しかし、2003年12月にBut in December XNUMXSoto, Worked on investment projectsWarren Liechtenstein (Warren Lichtenstein)Steel PartnersWith the success of the activist, the influence of activists on business owners has come to the forefront. As such a foreign-affiliated fund that has been active since 2003,Carlyle,Unison Capitaland so on.Inspired by these movements of some shareholders, a major Japanese investor organization, which had shown a management-oriented attitude at general meetings of shareholders, formulated a proposal for improving shareholder value in 2003. Since then, it has been announced.
These activists propose measures to further improve shareholder value by management based on the correct theory from the standpoint of shareholders such as "improvement of shareholder value" and abundant financial power (mainly somewhat etc.)Jewelry business OfThroughChoice and concentration(There are many rough contents such as), while being aware of the timing of the general meeting of shareholders, the previous "silent shareholders" as "speaking shareholders" at the general meeting of shareholders, such as surplus disposal plans (dividends) It is not uncommon to take action, including exercising shareholder proposal rights, on proposals for the appointment of officers.
Until now, with regard to the general meeting of shareholders submitted by management, important proposals were usually resolved according to the company's intentions, but in 2006, both were listed companies.Osaka SteelByWholly owned subsidiaryThe proposal was rejected by the investment fund's opposition (Ichigo Asset called on other shareholders to vote against it because it was unreasonably low).
In addition, there is a civil war in the management team or a conflict between the management and the founder (House riot), The intentions of investment funds and voting advisory companies have begun to increase significantly from the latter half of the 2010s, depending on the voting of bills issued by each (conflicting) camp..
The phenomenon in which a fund with a certain investment policy and amount of funds has a great influence on the decision-making of Japanese shareholders' meetings and management is called "shareholder democracy."
Obstacles to participation
On the other hand, the following obstacles have been pointed out in order for institutional investors to attend the general meeting of shareholders in Japan..
- General Assembly Concentrates on Specific Weeks-General Assembly dates tend to be dispersed from specific days, but are solidified on a weekly basis.Furthermore, the average time from the arrival of the general meeting proposal to the return is very short, 3 days.そのため、機関投資家は短期間で大量の判断を行わなければならないTherefore, institutional investors have to make a lot of decisions in a short period of time..
- The amount of information on the agenda is small-there is little material for making decisions.
- Most of the voting rights are exercised on paper.電子投票であれば、上述の議案への返送における期間の短さはかなり改善されるWith electronic voting, the short period of time for returning to the above-mentioned bill is significantly improved..
“Speaking shareholders” who actively exercise their voting rights have come to the forefront, but the hurdles to exercising their voting rights are high in the first place, and it is hard to say that shareholder democracy is widespread. "It is a mistake to judge that the rights of shareholders have become too strong."It can be said.
Services to shareholders at general meetings of shareholders
At the general meeting of shareholders of a company that emphasizes individual shareholders, various benefits are prepared to appeal the company's corporate activities, and services are provided so that shareholders can participate.However, regarding this point, there is an issue of whether it will provide profits related to the exercise of voting rights of shareholders, and at the same time, the fund has pointed out that "Japan's shareholder benefit program, etc. disregards large shareholders." ..
The main services are as follows.
- In many companies, their products and tea confectionery are distributed as souvenirs to the shareholders who attend. Called "car fee"Gift certificates,prepaid cardSuch asCash voucherSome companies distribute to attendees..However, many companies have abolished it since the mid-2010s.
- Holding of company financial results briefing
- After the general meeting, there may be a place to explain the business activities and organization to individual shareholders who do not have much knowledge about the business contents of the company.とりわけ、一般Above all, the generalconsumerNot familiar (contact)Production goods-Intermediate goodsManufacturers are actively doing this.
- Holding a social gathering
- After the general meeting, eat and drinkReceptionTo do.In many cases, each officer has a direct dialogue with each shareholder on the spot.Also,Restaurant business(Restaurant industry-Lunch industry), In some cases, it is offered to have customers sample their own products, mainly new products.Game softwareAt the company, accompanying children can enjoy playing their own software during the general meeting, and new products can be tried after the end.
- MusicRelated companies (Record company,Entertainment officeEtc.), produced by the companymusician(ミ ュ ー ジ シ ャ ン) May be held.
- Some companies offer childcare services for accompanying children during the General Assembly.
General meeting at the company where the scandal occurred
ScandalThe general meeting of shareholders at the company where the event has occurred becomes a place for shareholders to condemn the company, and the management on the stage is criticized with swearing. Naturally, the general meeting does not end smoothly, and the questions of shareholders are concentrated on the directors, and the general meeting is long. In some cases, it may lead to the above-mentioned dismissal resolution / emergency motion submission of officers.
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