Dialogue with Shareholders and Investors
Basic Philosophy
The KONOIKE Group recognizes the importance of having constructive dialogue with shareholders and investors to achieve sustainable growth and enhance corporate value over the medium to long term. To this end, we formulated an IR information disclosure policy on disclosures that form the foundation of such dialogues and established a system to pursue constructive dialogue. We provide spaces for dialogue, such as financial results briefings and individual interviews, to raise awareness of the KONOIKE Group corporate philosophy, 2030 Vision, and management plan. The KONOIKE Group also reports the opinions of shareholders and investors to the board of directors and senior management in a timely and appropriate manner. The Group will share matters that should be reflected in management through management meetings and company-wide gatherings of parties in charge of business operations. As we move forward with concrete measures, we will reflect these matters in IR information disclosure to continuously enhance dialogues.
Specific Initiatives for Constructive Dialogue With Shareholders and Investors
Dialogue Structure
The general manager of the Corporate Planning Division (executive officer) is designated as the officer in charge of IR, and top management and senior management (directors, executive officers, etc.) respond to each dialogue. Through this structure, we aim to conduct constructive dialogues with shareholders and investors. Depending on the speaker’s request or subject matter of the dialogue, an outside director or division manager may also be available to interview.
Key Achievements
| Activities | Items | Key Presenters | Implementation Status | FY3/2023 Meetings |
|---|---|---|---|---|
| For Institutional Investors | Earnings presentations | Representative director, chairman, president and chief executive officer; board of directors; corporate officers; and executive general manager of the Finance/Accounting Division | Full year & 2nd quarter | 2 |
| Medium-term management plan briefings | Same as above | At the time of formulation | 1 | |
| Individual interviews in Japan and abroad | Same as above | As necessary | 165 times (10 meetings with the president) |
|
| Overseas IR | Same as above | Irregular | 1 | |
| Overseas conferences sponsored by securities firms | Corporate officers; executive general manager of the Finance/Accounting Division; and executive general manager of Corporate Planning Division | Irregular | 1 | |
| On-site tours | Executive general manager of Corporate Planning Division and other relevant office directors, etc. | Irregular | 1 | |
| For Individual Investors | Individual investor presentations | Corporate officers; executive general manager of Corporate Planning Division | Irregular | ― |
Key Dialogue Topics and Concerns
- Strengths and features of the business models
- Improving profitability
- Expectations for focus businesses (Airport, Medical, Engineering, and India Business)
- ROIC within the Company
- Medium- to long-term strategy for the Steel Business
- ESG compliance (including compliance with evaluation agencies)
- Cash level and uses
- Dividends
- ROE forecasts
Providing Feedback of Dialogue Opinions and Requests to Management
The executive general manager of the Corporate Planning Division provides feedback received through dialogue with shareholders and investors to the board of directors through after the full-year and second quarter financial results, as well as to all division managers on a quarterly basis. Feedback is then considered and discussed at member meetings. Matters that should be reflected in management are shared with the KONOIKE Group management and related divisions to be reflected in corporate activities. For example, we began disclosing earnings status and forecasts in FY3/2022 for the Airport-Related and Steel-Related Businesses, which are particularly noteworthy due to significant changes in the business environment.
Information Disclosure Measures That Serve as the Foundation of Dialogues
The Corporate Planning Division is designated as the department in charge of IR under the supervision of the executive general manager of the Corporate Planning Division, who is the officer in charge of IR. This division pursues and engages in dialogue with shareholders. Over the course of such dialogues, the division also collaborates with related divisions, and collects and discloses information in a timely, fair, and appropriate manner. Divisions in charge of the general meeting of shareholders, earnings presentations, investor interviews (in Japan and overseas), and disclosure mediums all pursue constructive dialogue with shareholders and investors. These divisions share shareholder information, disclosure information, and comments from shareholders and investors with each other on an internal platform, and related divisions then work together to enhance dialogue.
We disclose financial statements, earnings presentation materials, and integrated reports in English, while securities reports and reports on corporate governance are disclosed only in Japanese. We will continue to explore ways to rectify the information gap between domestic and international audiences.
The KONOIKE Group posts corporate information, business activities, information for shareholders and investors, sustainability initiatives, and timely news releases on our website. We established an English version of these pages to provide information to a wide range of people overseas.
(Our website: https://www.konoike.net/en/)
Preventing Unintentional Disclosure of Insider Information in Dialogues
The KONOIKE Group designates a certain period of time prior to the announcement of financial results as a quiet period. During this time, we refrain from commenting on or answering any questions regarding our financial results. However, we will disclose
the appropriate information should we anticipate financial results to significantly deviate from the previously announced earnings forecast during this quiet period. We also established rules on internal information management and the prevention of insider trading, ensuring that insider information is appropriately managed when engaging in dialogue.
Status of Efforts to Revitalize Shareholders’ Meetings and Facilitate the Exercise of Voting Rights
The Company will send out early notices of convocation of the general meeting of shareholders (no later than three weeks prior to the date of convocation). At the same time, we will post the content of the notices on financial instrument exchange and Company websites as early as possible prior to the date of notification to ensure shareholders have sufficient time to consider how to exercise their voting rights.
We disclosed notice of the 83rd Annual General Meeting of Shareholders on financial instrument exchange and Company websites four weeks in advanced of the meeting and prior to the dispatch of the written notice.
In addition to an electronic voting platform, we also introduced methods for voting on the Internet and through other means for the convenience of all our shareholders, including domestic and foreign institutional investors.
Furthermore, the Company prepares an English translation of the notice of convocation to ensure that that foreign national shareholders can exercise their voting rights appropriately. The English translations are disclosed on our website and electronic voting platform.
In FY3/2023, we further encouraged shareholders to exercise their voting rights via the Internet in light of preventing the spread of COVID-19 associated with in-person attendance at the meeting. At the same time, we posted explanatory materials on our website such as business reports and other presentations from the meeting for shareholders unable to attend in-person.
| Initiatives | Supplementary Details |
|---|---|
| 1. Early dispatch of notices of convocation for general meetings of shareholders | Policy dictates that notices are to be sent at least three weeks prior to the date of the meeting. Notice of the 83rd Annual General Meeting of Shareholders held on June 22, 2023 was sent on May 31, 2023. |
| 2. Disclosure of notice of convocation of general meeting of shareholders prior to dispatch | Disclose the notices of convocation prior to their dispatch through the company website, etc. The most recent annual shareholders’ meeting was announced on May 30, 2023, prior to the dispatch of notices, as per our policy of announcing the meeting approximately one month prior to the date of the meeting. |
| 3. Scheduling shareholder meetings to avoid concentrated days | Avoid convening on concentrated days to enable more shareholders to attend the general meeting of shareholders. The most recent annual general meeting of shareholders was held June 22, 2023. |
| 4. Exercise of voting rights through electronics | Adopt an electronic voting system to allow members to exercise their voting rights via the Internet (PC, smartphone, or cell phone). |
| 5. Participation in the electronic voting platform | Participate in the ICJ, Inc. electronic voting platform for institutional investors to improve the environment for institutional investors to exercise their voting rights. |
| 6. Provision of English notices of convocation (summary) | Posted the English summary of the notice of convocation of the general meeting of shareholders on the Company website in tandem with the Japanese version (May 30, 2023). |