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October 2026 edition · Methodology GNT-BDS v1.1.1 · Last updated 2026-10-23日本語 / English
Japan IR IndexIndependent research · English disclosure & shareholder communication

Questions shareholders ask at the AGM 05

Board composition, election and removal

In 2026 the most common shareholder proposals were director elections, and removal proposals are increasing. Elections and removals pass on a simple majority, so unlike dividend or articles proposals they can actually win. The question underneath is whether the board can oversee performance and the use of capital.

Published 19 October 2026; sources re-checked 24 October 2026. Vote figures come from extraordinary reports and company disclosures.

The questions as asked

A share issue to the largest shareholder that diluted everyone else; excessive pay for the president; over-investment in the medical and pharmaceutical business; a poor response to misconduct at an overseas subsidiary. Remove the president and the director sent by the largest shareholder.

Summary of the reasons for Taiyo Holdings' (4626) 2025 shareholder proposals (Oasis Japan Strategic Fund).

Two-year director terms give shareholders half as many chances to judge directors as at other companies. Make them one year.

Summary of the reasons for SANYO DENKI's (6516) 2026 proposal (Strategic Capital).

Make outside directors a majority, and appoint someone with an analyst's background to bring a capital-markets view.

Summary of the reasons for Stella Chemifa's (4109) 2025 proposal (Nippon Active Value Fund).

What an answer needs to contain

  1. A point-by-point response: answer each allegation with facts, not "none of this applies" in one line.
  2. Each director's career, tenure and independence.G2
  3. A skills matrix, and what skills the board recognises it lacks.G3
  4. The nominating committee's role: whether the board's opinion followed the committee's advice.
  5. Pay and performance: if pay is questioned, the structure, KPIs and amounts.G4
  6. Voting results with vote counts, in English. The closer the vote, the more this matters.G6

Case: Taiyo Holdings (4626), 2025

Proponent
Oasis Japan Strategic Fund
Proposals
Remove two directors
Outcome
Removals failed, but the president's re-election failed too
79th AGM, 21 June 2025Support
Shareholder: remove the president49.90% failed
Company: re-elect the president46.09% failed
Shareholder: remove the director from the largest shareholder24.44% failed
Company: elect the vice-president83.45% passed
  1. Following its nomination and remuneration committee's advice, the board publishes its opposition and a supplementary explanation, answering each of the five points in turn
  2. Major shareholder DIC announces it will vote against the president's re-election (per the company's 13 June notice). Opposition by another large shareholder, Kowa, is reported in the press
  3. The company publishes letters from a group of employees and a labour union supporting its proposals
  4. AGM: removal fails at 49.90%, but the president's re-election also fails at 46.09%. He leaves the board
  5. New mid-term plan (ROE of 30% in FY2030). The English version with the speech transcript was posted on 2 October, the same day as the Japanese
  6. The board supports a planned tender offer by KKR to take the company private

What the answer covered

  • Answered each of the five points with dates and numbers (for example, that the president's cash pay is at or below the average for representative directors of Prime Market companies).
  • English: the corporate governance report (G1 = 5), director careers (G2 = 5), skills matrix (G3 = 5) and pay structure and KPIs (G4 = 5) are all available in English.

What it left unanswered

  • Major shareholder DIC announced its opposition to the president, and the press reported opposition from Kowa. The company's re-election proposal failed. Whatever the content of the rebuttal, the relationship with large shareholders decided the result.
  • The English voting results say only whether each proposal passed, with no vote counts (G6 = 2). An English reader of the resolutions notice cannot see that the president's re-election failed at 46.09%.

The outcome here turned more on the shareholder register than on the quality of the answer. We include it as a case where coverage and outcome do not line up.

Other proposals

Sources