A shareholder proposal to Chuokeizai-Sha Holdings Inc(9476.t).
This post is about the shareholder proposal to Chuokeizai-Sha Holdings Inc(9476.t). The author is just one of the shareholders, in addition to this, this text is just memo of himself. Original post is below. Main content is translated by Gen AI, the author can't guarantee the accuracy of English content, and of course, can't guarantee the result of your investment. Please read the original article with native Japanese translator if you need accuracy. Before read the main content, check all of the disclaimer part and consent it.
Disclaimer
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This document and the information contained herein (hereinafter, "this document") outlines the content regarding the shareholder proposal being considered by Toshiyuki Watanabe (hereinafter, "the author"), a shareholder of Chuo Keizai Holdings Co., Ltd. (hereinafter, "Chuo Keizai").
As of the change report submitted on July 1, 2024, the author is an individual investor holding 6% of the shares of Chuo Keizai. As of the same date, the author not only has an economic interest in Chuo Keizai but may also hold shares or have an economic interest in the future.
This document does not solicit or request any shareholders other than the author to jointly exercise their voting rights at Chuo Keizai's shareholders' meeting or any other actions. This document is solely for informational purposes, and the author expresses and records his personal evaluation and opinions regarding Chuo Keizai in this document. It is clearly stated that there is no intention or agreement to be treated as joint holders, special relationships, or closely related persons.
The author does not intend to act as a proxy for any shareholder of Chuo Keizai regarding the exercise of their voting rights.
This document is not a proposal, solicitation, or advertisement for any services or products, nor does it recommend any investment products or advice on investment transactions. Furthermore, this document does not provide any advice regarding investments, legal matters, taxes, or other matters.
This document is based on publicly available information (the author has not conducted any special verification), and for any figures and indices cited, data from the respective sources are used. Furthermore, regarding the evaluation of Chuo Keizai’s business, corporate value, and assets, it is written based on the author’s personal evaluation and opinions. Additionally, no insider information is included in this document.
This document is prepared based on the author’s intentions, recognition, assumptions, evaluations, etc., which the author deems reasonable as of the time of preparation based on the information available to him. Especially regarding future descriptions, this document does not guarantee any results, contains many unpredictable factors, and may differ significantly from actual conditions.
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End of Disclaimer
The following is the main text.
September has arrived. I am grateful to have safely overcome what is being called the "Ueda Shock" (if that’s an appropriate term). However, natural disasters like typhoons and heavy rains still seem to be a threat, so we must remain cautious. I would like to extend my heartfelt sympathy to those affected.
As I mentioned in my previous post, by the end of August, Chuo Keizai’s website had not provided a response to the reporting. This is unfortunate, but the company has no obligation to respond to requests from shareholders, even from major shareholders. As long as they can deliver results in terms of corporate value, I have no particular complaints.
That said, my next task as a shareholder is to prepare for the general meeting.
Out of respect, I waited until the end of August, the deadline I had set, but since there was no further IR activity, I have now outlined the framework for the shareholder proposal for the December general meeting. While the wording is nearly finalized, I will fine-tune the proposal based on developments through the end of September and plan to submit it in October.
The proposal consists of three main themes, but since two of them involve multiple sub-proposals, there will be a total of five. As for proposals 1 and 2, since they are related, it may be necessary to request unified voting on each. However, this is still uncertain.
Proposal 1: Share Repurchase and Cancellation
1-1: Acquire and cancel all treasury shares owned by the wholly-owned subsidiary, Planning Center.
1-2: Acquire and cancel the remaining shares from the 380,000 shares in the market, excluding the number of shares acquired in 1-1.
Proposal 2: Sale of Former Headquarters Real Estate Assets
2-1: Amend the articles of incorporation (add clauses) to allow for the sale of significant assets.
2-2: Upon approval of 2-1, decide to sell the former headquarters assets.
Proposal 3: Increase in Final Dividend (within the range of DOE 2–3%)
The above shareholder proposals will be notified to the company early in October. The reasons, legal basis, and specific figures for each proposal will be included in the shareholder meeting notice. I may also publish them here on note after submitting them to the company, though I cannot make any promises (the shareholder meeting notice will likely be digitalized, so IR might come first). If anyone else is planning to submit a shareholder proposal, I hope this will serve as a reference, especially to avoid redundancy in content.
In addition, although not strictly the Stewardship Code, I would like to state my clear policy on voting rights exercise standards for the invested companies.
Election of Directors, Outside Directors, and Auditors
At the first regular shareholders' meeting after acquiring shares, I will vote in favor of all nominees. From the second meeting onward, if the stock price underperforms relative to TOPIX for two consecutive periods (regardless of the timing of my purchase, simply two periods), I will automatically vote against half of the board members (rounding up fractions), starting with the oldest. This applies to each category of directors, outside directors, and auditors separately.
As of the end of September 2023, the company had underperformed relative to TOPIX, so the decision for this year depends on the situation at the end of September.
Retirement Allowances for Resigning Directors
I will vote against these allowances, regardless of the amount or the length of service of the directors. I believe that directors' compensation should be performance-linked and evaluated annually.
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