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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 12

CEO succession and nomination

Who chooses the next president, and what roles do former presidents still hold? Succession planning and nomination are among the parts of Japanese governance foreign investors find hardest to see. In shareholder proposals they appear as demands for a nominating committee or for abolishing advisory (sodanyaku and komon) posts.

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

The questions as asked

Establish in the articles a nomination and remuneration advisory committee with real independence and authority, and have it advise on the succession plan.

Summary of Fukuda Denshi's (6960) 2025 shareholder proposals (Kaname Capital).

Former presidents stay on as paid advisers and counsellors. Abolish these posts.

Summary of Oasis Management's statement and proposals at Toyo Seikan Group Holdings (5901), 2021.

What an answer needs to contain

  1. Whether there is a succession plan, and how it works: who selects and develops candidates, when, and on what criteria.G1
  2. The nominating committee: its make-up (share of independent outside directors), its chair, and how often it met and on what.G1G2
  3. Advisory posts: whether anyone holds them, their role and pay, and when they were abolished if they were.
  4. Term and age limits: retirement ages and caps on tenure.
  5. Each director's career and skills.G2G3
  6. In English: the relevant parts of the corporate governance report (such as Supplementary Principle 4.1.3).G1

Case: Fuji Media Holdings (4676), 2025

Around the time it received a shareholder proposal of 12 director candidates (theme 01), the company set out dated reforms to nomination and succession in its Reform Action Plan (16 May 2025):

Electing the president (Kenji Shimizu)Support
84th AGM, 25 June 202582.35%
85th AGM, 25 June 202695.28%

What the answer covered

  • Gave the nominating committee, the chair, the succession plan, the retirement age and the end of advisory posts, each with a date.

What it left unanswered

  • The succession plan is only "to begin"; no candidate criteria or selection process were given.
  • There is no English corporate governance report (G1 = not found, September 2026), so the reforms hardly reach English readers.

The rise in support for the president also reflects factors other than the reforms, such as changing views of the previous year's scandal and changes in the shareholder register.

Other cases

Sources