Preparing for the AGM and shareholder dialogue
Questions shareholders ask at the AGM
The questions long-term foreign investors and activists actually put to Japanese boards, through shareholder proposals and engagement. For each one: how the question was asked, what an answer needs to contain, and real companies' answers and outcomes, all from published documents. Use it to prepare an AGM Q&A book, and to check what you would need to say in English to answer the question.
What shareholders asked at AGMs in 2026: the questions in the published Q&A summaries of the 25 companies, out of 377 TSE Prime companies in four sectors, that publish one, counted by theme. See the count →
Published 19 October 2026; sources re-checked 24 October 2026. Vote figures come from extraordinary reports and company disclosures.
Theme 01
Excess capital and capital efficiency
"Aren't you holding too much equity and cash?" Answered with the cost of equity, a target capital structure and a cash allocation.
Cases: Sanyo Denki, Fuji Media Holdings
Read →Theme 02
Price-to-book below 1 and the cost of capital
"When and how will you earn more than your cost of capital?" Comparing what companies actually disclose in response to the TSE's request.
Cases: Stella Chemifa, Toyo Seikan, Sanyo Denki
Read →Theme 03
Unwinding cross-shareholdings
"Why keep them, and how far will you cut them, by when?" Balances, targets, deadlines and annual reviews.
Cases: Fuji Media, Toyo Seikan, ADEKA. Models: NSK, JTEKT, EBARA
Read →Theme 04
Shareholder returns: who decides the dividend
"Let the AGM decide dividends too." Proposals about the mechanism, not the amount, are the ones that win support.
Cases: Eiken Chemical (passed), Stella Chemifa, Mitsui Kinzoku
Read →Theme 05
Board composition, election and removal
Removal, election and term proposals. They pass on a simple majority, so the outcome can actually move.
Cases: Taiyo Holdings, Sanyo Denki, Stella Chemifa
Read →Theme 06
Disclosing executive pay
"Show pay by individual, and how it links to results." A 0.05% holder's proposal drew 43% support.
Cases: Mitsui Kinzoku, Taiyo Holdings
Read →Theme 07
The annual securities report before the AGM
"Let us read the yuho before we vote." The FSA says three weeks or more before the meeting is best.
Case: Stella Chemifa
Read →Theme 08
Listed subsidiaries
"Can you protect minority shareholders independently of your parent?" "Why keep it listed?"
Cases: Osaka Steel, ADEKA, Resonac
Read →Theme 09
Responding to takeover bids
"Who is the countermeasure for, and who decides?" Handling unsolicited offers.
Cases: Makino Milling Machine, Shibaura Electronics
Read →Theme 10
The economics of M&A and disposals
"What are you paying, what will you earn back over how many years, and at what price do you walk away?"
Cases: Taiyo Holdings, MinebeaMitsumi, THK, santec
Read →Theme 11
Real estate and other non-core assets
"At market value, what does your capital efficiency look like, and why keep these assets?"
Cases: Ishii Iron Works, Fuji Media Holdings
Read →Theme 12
CEO succession and nomination
"Who chooses the next president, and how? What role do former presidents still hold?"
Cases: Fuji Media, Fukuda Denshi, Toyo Seikan, Taiyo Holdings
Read →Theme 13
Broader disclosure
"Your customers have announced it, but you have disclosed nothing." And: does the answer reach readers in English?
Cases: Sanyo Denki, Ishii Iron Works, English disclosure across the series
Read →Theme 14
Shareholder perks and retail shareholders
"Aren't perks unfair to large shareholders?" Proposals both to abolish and to introduce them.
Cases: Yodogawa Steel, Kitazawa Sangyo
Read →Theme 15
Climate disclosure
"How do you assess transition plans, and how does the board oversee them?"
Cases: MUFG, Toyo Seikan
Read →Theme 16
Running the AGM and counting votes
"How were the close votes counted?" Counting methods compared through the notes to extraordinary reports.
Cases: Taiyo, Fuji Media, Osaka Steel, Mitsui Kinzoku
Read →Coming next
- Business portfolio reviews
- Human capital and employee pay
- Related-party transactions and founding families
How this series works
- Questions come from the documents: proposal reasons, board opinions and public letters, each with a date.
- A "good answer" is checked against outcomes: applause at the meeting is never recorded. We use withdrawals, vote results (extraordinary reports) and what changed the following year, and note other factors.
- Does it reach English readers: whether the same answer can be read in English on the same day, using the Japan IR Index question codes.
This series does not support any proposal or any company's position, and is not a voting recommendation or investment advice. Most source documents are in Japanese; quotations are our summaries in English.