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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 04

Shareholder returns: who decides the dividend

Proposals that name a dividend amount win almost no support. Proposals to change who decides, letting the AGM set dividends as well as the board, passed in 2025 and drew high support again in 2026. What shareholders are asking is less about the amount than whether the return policy is explained, and whether there is a way for shareholders' wishes to count.

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

The questions as asked

Under company law the AGM decides dividends by default, yet the articles exclude the AGM entirely. Only about one company in eight does this. Both the board and the AGM should be able to decide.

Summary of the reasons for Eiken Chemical's (4549) 2025 shareholder proposal (AVI Japan Opportunity Trust).

Articles that let only the board decide dividends restrict shareholders' rights. The AGM should also be able to decide when a shareholder proposes it.

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

The payout ratio is only 15.9%. Raise the dividend to ¥500 a share.

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

What an answer needs to contain

  1. The return policy in numbers: which of payout ratio, total return ratio, DOE or a dividend floor you use, and why.F7S1
  2. The record: dividends, buybacks and the total return ratio over recent years.
  3. How it fits the cash allocation: alongside growth investment, cash on hand and debt.S1
  4. Why the board decides: if the board holds the power, how independent it is, and how shareholders' views reach the return policy.
  5. Why not the proposed amount: the proposal compared with earnings or cash, in numbers.
  6. In English: the policy, the board opinion and the voting results.R3G6

Case: Eiken Chemical (4549), 2025: passed

Eiken Chemical is not covered by the Japan IR Index, so it has no English-disclosure scores.

Proponent
AVI Japan Opportunity Trust
Proposals
An articles change on who decides dividends; a buyback
Outcome
Articles change passed (73.11%)
87th AGM, 24 June 2025: shareholder proposalsSupport
Let the AGM also decide dividends (articles; two-thirds needed)73.11% passed
Buyback (up to 1.7m shares, ¥3bn)37.66% rejected

The board opposed both. It pointed to its structure as a company with a nominating committee, with five of eight directors independent; a total return ratio of 50% or more as a guide from FY3/2026; and a buyback of up to ¥5bn already under way.

What the answer covered

  • Gave its return policy (total return ratio of 50% or more) and the buyback in progress in numbers. Shareholders did not back the extra buyback (37.66%).

What it left unanswered

  • Even with a highly independent board, shareholders did not accept the case for excluding the AGM from dividend decisions. The question was not the amount but whether shareholders keep a say.

Case: Stella Chemifa (4109), 2025

The same articles change got 47.22%, short of the two-thirds needed. The board opposed it, citing its total return ratio above 100% (101.5% in FY3/2024, 107.0% in FY3/2025) and a new ¥170 minimum annual dividend. Because that proposal failed, the proposed buyback of about 10% was never put to a vote. More in theme 02 →

Contrast: Mitsui Kinzoku (5706), 2026: a proposal on the amount

A proposal to raise the dividend to ¥500 a share (the proposal gave the current dividend as ¥240, a 15.9% payout ratio) was rejected with 1.77% support. At the same meeting, the same shareholder's proposal for individual executive-pay disclosure drew 43.10% (theme 06).

Proposals that fix a dividend amount attract support very differently from proposals about how the decision is made. Mitsui Kinzoku posted its English AGM notice 29 days before the meeting (G5 = 5), but its English voting results show only whether each proposal passed, with no vote counts (G6 = 2).

Sources