１．Our Fundamental View on Proxy Voting
To perform our fiduciary duties faithfully, Aizawa Asset Management Co.,Ltd. (the “Company”) only exercises voting rights to increase shareholder value in the interest of our customers, never for interests of its own or that of a third party. The term “interest of our customers” means “increase in value” or “prevention of damaging the value” of the companies owned by our customers through holding shares of the invested companies.
The Company determines target companies and exercises voting rights based on the characteristics of the fund it manages.
２．Establishment of Proxy Voting Process
３．Screening of Target Companis
In order to efficiently exercise voting rights, companies in need of detailed examination, in light of the interest of shareholders, will be screened through quantitative criteria, such as business performance and investment return, as well as qualitative criteria such as corporate governance and law violation.
４．Guidelines for Proxy Voting
Voting rights will be exercised under the following basic policies in consideration of the circumstances for each particular case.
Proposal | Factors to be considered |
|
|
Appropriation of Surpluses | Balance of dividend ratio and retained ratio, Room for growth via capital investment |
Election of Directors | Nominees’ qualifications and past unlawful behavior |
Election of Auditors | Nominees’ qualifications and past unlawful behavior |
Revision to Articles of Incorporation | The relation between the mid-long term increase in corporate value and the specific content of the amendment of the article of incorporation |
Payment of Retirement Allowances | Degree of contribution to the increase in corporate value for the company |
Revision of Executive Remuneration Amount | Contribution to the increase in corporate value and effect of alignment
|
Issue of Subscription Rights (Warrants) | Alignment effect in relation to protection of existing shareholders’ rights and shareholders’ interests |
Election of Accounting Auditors | Independence and fairness |
Restructuring *1 | Timely disclosure of important information. |
Conflict of interest among shareholders | Anti-takeover Measures Relations between increase in shareholder value and entrenchment effect |
Other Proposals by Company *2 | Comprehensive judgment in perspective of corporate conduct and an increase in corporate value |
2. Shareholder Proposals Shareholder equality, | content of proposal and probability of mid-long term increase in corporation value |
*1 Merger, business transfer, stock exchange, company split and others
*2 Stock repurchase, decrease in legal reserve, increase/decrease in capital, consolidation of shares, directors’ bonus, endowment and others