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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 06

Disclosing executive pay

Japanese statutory disclosure only requires totals by category, except for executives paid ¥100m or more. Foreign investors want individual amounts and the link to results. In 2026, a proposal for individual pay disclosure from a shareholder holding just 0.05% of the votes won 43.10% support.

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

The questions as asked

Disclosing each executive's pay and its components is essential for shareholders to check that pay was appropriate. Individual disclosure is normal in every other developed market, and has caused investors no problems.

Summary of the reasons for Mitsui Kinzoku's (5706) 2026 proposal (Hideshou).

The president's pay is extremely high compared with other listed companies.

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

What an answer needs to contain

Japan IR Index question G4 (executive pay and its link to performance) scores 5 when structure, KPIs with their weights, and amounts are all present.

  1. The structure: the mix of fixed pay, performance-linked cash and stock.G4
  2. KPIs and the formula: which measures, at what levels, and how much pay moves.G4
  3. Amounts: totals by category, and individual amounts for the president and other key executives.G4
  4. The comparison behind "appropriate": if pay is called too high, what it was benchmarked against.
  5. The process: who sits on the remuneration committee and what it discussed.
  6. In English: the relevant parts of the integrated report, governance report and securities report.

Case: Mitsui Kinzoku (5706), 2026

Proponent
Hideshou (0.05% of votes)
Proposal
Require individual pay disclosure in the articles
Outcome
Rejected (43.10%; two-thirds needed)
101st AGM, 26 June 2026: shareholder proposalsSupport
Individual pay disclosure (articles)43.10%
Change the company name (articles)3.03%
Raise the dividend to ¥500 a share1.77%

Of three proposals from the same shareholder, only individual pay disclosure drew real support. The proponent holds 0.05% of the votes, so nearly all the support came from other shareholders.

What the answer covered

  • The board opinion explained the structure (base, performance-linked and stock pay), the performance measures (consolidated ordinary income and ROIC) and ESG-linked restricted stock.
  • Said it had already moved partly to individual disclosure: from the 100th-term business report, the president and any director paid ¥100m or more are disclosed individually.
  • English: the 2026 integrated report and the English governance page give the structure, KPIs and amounts (G4 = 5).

What it left unanswered

  • Its only reason for not disclosing everyone individually is that it "discloses appropriately by category in line with the law".
  • The English resolutions notice says only whether each proposal passed (G6 = 2). The 43.10% is not visible in English.

Case: Taiyo Holdings (4626), 2025

Pay was one of the reasons given for removing the president. The board answered that pay consists of base salary, performance-linked cash, performance-linked stock (three-year restriction) and restricted stock (ten-year restriction); that the president's cash pay is at or below the average and close to the median for representative directors of Prime Market companies; and that his fixed pay is in the bottom quartile. It is an answer that names the benchmark and the company's position against it in numbers.

In English, the annual securities report gives the pay structure, caps and the KPI formula (G4 = 5). For the AGM result, see theme 05.

Sources