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 ​
The fund manager in charge reviews proxy proposals and information of corporate actions by analyzing shareholders’ meeting notices, prime broker web sites, and other informative materials. If a fund manager determines the item raised is significant and/or requires further consideration, they examine the proposal and then the responsible fund manager will finalize the vote to either approve, disapprove, abstain, or carte blanche. The rational of each vote will be filed and will be disclosed upon request to customers.
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.



Factors to be considered 

  1. Company-generated Proposals 


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