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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 03

Unwinding cross-shareholdings

"Why do you keep holding them, and how far will you cut them, by when?" Cross-shareholdings are questioned not only through shareholder proposals but also in investors' voting guidelines, year after year. What a good answer looks like is already clear, and some companies give it fully in English. This page sets the questions next to companies that answered and companies that did not.

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

The questions as asked

Cross-shareholdings are worth 46% of the company's market capitalisation. Governance shortcomings like this are reflected in a deeply discounted share price.

Summary of Oasis Management's public statement on Toyo Seikan Group Holdings (5901), 2021.

Unwind the cross-shareholdings and spin off the real estate business.

Summary of the reasons in NIPPON ACTIVE VALUE FUND's 2025 shareholder proposal at Fuji Media Holdings (4676), as reproduced in the company's board opinion (16 May 2025). The press reported the campaign as Dalton Investments'.

The listed subsidiary trades persistently below book value, and the synergies intended when it was acquired have not appeared in six years. Outside directors should review the holding policy and explain it to shareholders every year.

Summary of the reasons for ADEKA's (4401) 2025 shareholder proposal (City Index Eleventh). The subsidiary is Nihon Nohyaku.

What an answer needs to contain

Japan IR Index question G7 (cross-shareholdings: reduction plan and rationale) scores 5 when all of the following are available in English.

  1. Policy: in principle hold none, or reduce. The reasons for any exception.G7
  2. Balances: number of holdings and amounts, the ratio to net assets (equity), listed and unlisted, over several years.G7
  3. A reduction target and deadline: a number such as "below X% of net assets" or "zero", and a year.G7
  4. The annual review: how holdings are tested against the cost of capital, and that year's result (sold, partly sold, kept).G7
  5. Use of the proceeds: where they sit in the cash allocation.S1
  6. Voting policy: how the company votes the shares it holds.
  7. In English: the policy and figures are not confined to the Japanese governance report or securities report.G1G7

Case: Fuji Media Holdings (4676), 2025

Proponent
NIPPON ACTIVE VALUE FUND (reported as Dalton-affiliated)
Proposal
12 director candidates
Outcome
All 12 rejected (10.43–27.00%)

The proposal was about directors, but one of the demands behind it was to unwind cross-shareholdings. The company's "Reform Action Plan" (16 May 2025), published before the vote, gives these numbers:

What the answer covered

  • Set the reduction target as a share of net assets with a deadline, and put the sale amount and the use of proceeds on one allocation chart.

What it left unanswered

  • This document gives no holding-by-holding rationale and no review against the cost of capital.
  • As of September 2026, no English version was found of the cross-shareholding disclosure, the governance report, the AGM notice or the voting results (G7, G1, G5, G6 = not found).

Vote results and the following year are in theme 01 →

Case: Toyo Seikan Group Holdings (5901)

Oasis's 2021 proposals took issue with cross-shareholdings worth 46% of market capitalisation. The proposals themselves, including a buyback (18.58%) and abolishing advisory posts (26.75%), all failed (theme 02).

The English Medium-Term Management Plan 2030 (May 2026) lists disposal of strategic shareholdings inside a ¥132.9bn "asset disposal & financing" line, as a source of cash in the previous plan period (FY2021–2025).

What the answer covered

  • Showed sales of cross-shareholdings as a source of funds in the cash allocation.

What it left unanswered

  • The plan gives no balance, ratio to net assets, reduction target or deadline for cross-shareholdings. An English reader cannot tell what became of the "46% of market capitalisation" raised in 2021.
  • The sales are combined with financing, so the amount sold is not known.

Case: ADEKA (4401), 2025: holding a listed subsidiary

Proponent
City Index Eleventh
Proposal
A special committee to review the listed-subsidiary holding (articles)
Outcome
Rejected (3.74% support)

The board opposed it on the grounds that a board with independent outside directors making up half its members already discusses the listed-subsidiary policy continuously, and that the policy is disclosed in the corporate governance report. The president was re-elected with 98.14%.

What the answer covered

  • The English corporate governance report (10 July 2026, current, G1 = 5) gives the rationale for holdings, the annual review against the cost of capital and others, and that year's sales (13 holdings) (G7 = 3).

What it left unanswered

  • No reduction target or deadline for cross-shareholdings in English (why G7 stays at 3).
  • For the listed subsidiary (Nihon Nohyaku) at the heart of the proposal, it did not say whether it would sell, take it private or keep it listed.

The 3.74% also reflects views on the form of the proposal, which would have written a mandatory committee into the articles. It should not be read as low support for questioning the holding policy itself.

Models in English

These companies have all the elements above in English (G7 = 5, reviewed October 2026). They answered before being asked.

NSK (6471)

Target: zero in three years

The English AGM notice (p.19) gives the policy (in principle none held), the annual review against the cost of capital, the reduction from 136 holdings (79 listed) in March 2010 to 42 (12 listed) in March 2026, the fall from 4.7% to 3.5% of equity, a target of zero during MTP2028, and the voting criteria.

JTEKT (6473)

From 77 listed holdings to zero

The English governance page states a policy of "zero" listed cross-shareholdings during the Second MTP, with progress: of 13 listed holdings at the previous year-end, three sold entirely and six in part. The English results deck charts the fall from 77 holdings in FY2019 and the ratio to net assets, and counts the proceeds in the cash allocation.

EBARA (6361)

No listed holdings

A dedicated English page gives the policy, the review criteria, the voting criteria, a commitment to sell EBARA's own shares held by any cross-shareholder that wants to sell, and five years of holdings (32 down to 11 issues from end-2021 to end-2025, with zero listed issues in every year).

Sources