Section 1: Securing the Rights and Equal Treatment of Shareholders
》 General Principle 1
》 Principle 1.1 Securing the Rights of Shareholders
》 Supplementary Principle 1.1.1
》 Supplementary Principle 1.1.2
》 Supplementary Principle 1.1.3
》 Principle 1.2 Exercise of Shareholder Rights at General Shareholder Meetings
》 Supplementary Principle 1.2.1
》 Supplementary Principle 1.2.2
》 Supplementary Principle 1.2.3
》 Supplementary Principle 1.2.4
》 Supplementary Principle 1.2.5
》 Principle 1.3 Basic Strategy for Capital Policy
》 Principle 1.4 Cross-Shareholdings
》 Supplementary Principle 1.4.1
》 Supplementary Principle 1.4.2
》 Principle 1.5 Anti-Takeover Measures
》 Supplementary Principle 1.5.1
》 Principle 1.6 Capital Policy that May Harm Shareholder Interests
》 Principle 1.7 Related Party Transactions
General Principle 1
Artner Co., Ltd. (the “Company”) ensures that all its shareholders receive fair and equal treatment and provides an environment in which they can retain and exercise their rights as they wish.
Principle 1.1 Securing the Rights of Shareholders
The Company takes steps, such as disclosing relevant and accurate information timely, to ensure that shareholders can exercise their rights fully, including voting rights exercised at a general meeting of shareholders.
Supplementary Principle 1.1.1
When a considerable number of votes, albeit a minority, were cast against a proposal submitted by the Company for resolution at a general meeting of shareholders and the proposal was approved, the Board of Directors investigates reasons behind the opposition and why many shareholders voted against the proposal, and considers the need for shareholder dialogues and other actions.
Supplementary Principle 1.1.2
The Company, by the resolution adopted at a general meeting of shareholders, delegates to the Board of Directors the responsibility and authority to resolve on dividend payment and the acquisition of treasury stock. When the Company determines that a matter that requires speedy and efficient decision-making should be delegated to the Board of Directors for review and approval, the Company convenes an extraordinary meeting of shareholders to seek approval for such delegation of authority to the Board.
Supplementary Principle 1.1.3
The Company protects the rights of all its shareholders and encourages them to exercise their rights fully, while ensuring that they receive fair and equal treatment. The Company also ensures that minority shareholders can exercise their rights upheld by the Companies Act of Japan in a manner stipulated in the Company’s “Share-Handling Rules.”
Principle 1.2 Exercise of Shareholder Rights at General Shareholder Meetings
The Company recognizes that a general meeting of shareholders is its highest-level decision-making body and selects the date and location of the meeting carefully so that as many shareholders as possible can attend it and exercise their voting rights to have a rightful say in the Company’s corporate management.
Supplementary Principle 1.2.1
The Company includes in the Notice of Convocation for a General Meeting of Shareholders a supporting document and a business report to help shareholders make well-informed decisions at the meeting. The Company will continue to improve the quality and relevance of information provided to shareholders.
Supplementary Principle 1.2.2
The Company will take steps to mail out Notices of Convocation for General Meetings of Shareholders well in advance of the meetings so that shareholders will have sufficient time to review proposals submitted by the Company for approval. The Company posts information to be included in the Notice of Convocation to the Tokyo Stock Exchange’s website and the Company’s website during the period from the time the Board of Directors resolves to convene a general meeting of shareholders to the time the Notice of Convocation is mailed out.
Supplementary Principle 1.2.3
The Company recognizes that a general meeting of shareholders provides a good opportunity to engage with its shareholders, and selects a date of the meeting carefully so that as many shareholders as possible can attend it.
Supplementary Principle 1.2.4
The Company allows its shareholders to exercise their voting rights online and has adopted an electronic voting platform in order to facilitate the exercise of voting rights.
The Company also prepares English-language translations of Notices of Convocation for General Meetings of Shareholders, which it posts on its website.
Supplementary Principle 1.2.5
The Company allows only shareholders of record (registered shareholders) to exercise their voting rights at a general meeting of shareholders. The Company does not allow institutional investors (beneficial owners) who own the Company’s shares in street names to attend a general meeting of shareholders to exercise their voting rights or ask questions. The Company will consider the need to amend this policy.
Principle 1.3 Basic Strategy for Capital Policy
The Company considers it one of the most important management objectives to consistently increase long-term shareholder value of the Company. The Company’s capital policy is to make efficient use of shareholders’ equity to maximize profit.
Principle 1.4 Cross-Shareholdings
The Company does not cross-hold shares of any other listed companies.
Should the Company choose to cross-hold such shares, it will disclose in the Corporate Governance Report a cross-shareholding policy, results of validating the soundness of cross-held shares, and the standards under which the Company will exercise its voting rights attached to cross-held shares.
Supplementary Principle 1.4.1
No other companies cross-hold the Company’s shares.
Supplementary Principle 1.4.2
No other companies cross-hold the Company’s shares.
Principle 1.5 Anti-Takeover Measures
The Company considers it one of the most important management objectives to achieve sustained growth to increase its enterprise value as part of fulfilling the trust of its shareholders. The Company has no anti-takeover measures in place and has no plan to employ such measures.
Supplementary Principle 1.5.1
If the shares of the Company become the target of a tender offer, the Company will take the following three steps:
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Contact the party who has made the offer to find the background and purpose of the offer |
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Explain to the party the Company’s position on tender offers |
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Take sufficient time sharing the Company’s position with its shareholders and other stakeholders and listening to what they have to say |
If an offer is announced or made to acquire a large number of the Company’s shares, it is ultimately up to shareholders to decide whether to accept or decline the offer. If the offer is seen likely to contribute to an increase in the Company’s enterprise value and serve as the common interests of shareholders, the Company will not discourage shareholders from exercising their rights to accept such offer.
Principle 1.6 Capital Policy that May Harm Shareholder Interests
When the Company adopts a capital policy, such as a capital increase or a management buyout, that may affect shareholders’ interests, the Company will promptly disclose the background and purpose of adopting such policy and provide sufficient information to shareholders at a general meeting of shareholders or at an investor briefing as needed.
Principle 1.7 Related Party Transactions
The Company requires that any transaction between the Company and its Director or its major shareholder be sanctioned in advance by the Board of Directors in order to safeguard the interests of the Company as well as the common interests of the shareholders.
