Relationship with Stakeholders

Basic Policy

Cooperation with stakeholders

The Company shall respect its various stakeholders, including shareholders, customers, employees and local communities, and endeavor to maintain good and smooth relations with them, with a view to the Group’s sustainable growth and medium- to long-term enhancement of corporate value.
The Company recognizes that addressing social, environmental, and other sustainability issues is an important factor in increasing medium- and long-term corporate value, and actively addresses these issues through appropriate collaboration with various stakeholders.

Ensuring diversity within the company

The Company shall establish a department dedicated to promoting diversity and promote various measures such as the promotion of women’s activities and the active use of senior citizens.

Stakeholder dialogue

Stakeholder	Main kind of dialogue
Investors	We have held briefings on financial results, as well as one-on-one meetings, with analysts and institu-tional investors. To provide opportunities for investor feedback, we have held a briefing event and conducted a shareholder survey.
Employees	The management holds morning meetings (a televisual address once a week) to share topical information and runs an employee suggestion program (see below).
Customers	Amid the pandemic, Tokai Tokyo Securities started a webinar (Tokai Tokyo Now Channel) to provide the latest in market trends and stocks to watch.
Local communities	Tokai Tokyo Securities runs the Chubu Open Innovation College Program with business leaders and academics in the Chubu region. In the period under review, six sessions were held under the program. The Company also sponsors a shogi tournament for local children.

Examples of dialogue with employees

We run an employee suggestion program in which employees can submit ideas for improving the Company. In the period under review, 265 ideas were submitted. The ideas included those for improving workplace productivity (or transforming working patterns) and promoting SDGs initiatives. Award-winning ideas were swiftly implemented and praised by other employees.

An existing employee-engagement program

Employee crowdsourcing program

This crowdsourcing program distributes tasks to the employees outside their departments seeking for particular skills and experience to improve productivity and generate new outcomes.

Employee feedback

I got a chance to work with new people and experience head office operations.
The experience will help my career.

Relations with shareholders and investors

Securing shareholder rights and dialogue with shareholders

The Company shall endeavor to ensure that the rights of all shareholders, including minority shareholders and foreign shareholders, are substantially secured and that all shareholders are treated equally according to the nature and number of shares they hold.
The Company shall ensure the convenience of shareholders in exercising their voting rights through the introduction of electronic voting via the internet and the use of an electronic voting platform.
The Company will endeavor to understand its own shareholder structure and consider how to respond to cases where institutional investors, etc. holding shares in the name of trust banks, etc. wish in advance to exercise their own voting rights, etc. on behalf of the trust banks, etc. at the General Meeting of Shareholders.
The Company will engage in constructive dialogue with its shareholders in accordance with the Policy on Dialogue with Shareholders and strive to build good relationships.

General meeting of shareholders

The General Meeting of Shareholders is the highest decision-making body of the company and an important forum for constructive dialogue with shareholders.
The company sets appropriate dates, times, places and means of holding the General Meeting of Shareholders so that it can reflect the wishes of as many shareholders as possible.
The company is not bound by statutory deadlines for sending out convocation notices to shareholders, but, in principle, at least three weeks in advance. The information to be included in such convocation notice shall be published electronically promptly after the resolution of the Board of Directors on the convocation of the General Meeting of Shareholders.
If a company-proposed proposal is approved at a general meeting of shareholders but is opposed by a significant number of shareholders, the company shall analyze the reasons for the opposition and the reasons for the large number of votes against the proposal and consider necessary measures.

Disclosure of information

The Company is fully aware that timely and appropriate information disclosure is fundamental to a sound securities market and discloses information to shareholders and investors in a timely and appropriate manner to enable them to understand the Group and make appropriate investment decisions.
The Company shall provide English translations of annual securities reports, financial results presentation materials, notices of shareholder meetings, etc. and endeavor to disclose information in an appropriate manner.

Explanation of basic policy on Capital Strategy

The Company shall establish a Basic Policy on the Capital Strategy and provide adequate explanations to shareholders.

Directions on policy shareholdings

In accordance with the Direction on Policy Shareholdings, the Company does not, as a rule, hold any policy shareholdings.

We only participate in strategic equity holding arrangements (referred to as “the arrangement” where appropriate hereafter) when we conclude that doing so will contribute to a relationship with the issuer that enhances our value and presence. Any prospective strategic equity holding will be vetted to see whether the proposed investment offers a reasonable balance between risk and return.
The Board of Directors reviews regularly the reasonableness of all major strategic equity holding arrangements. The board will reduce the shares the company holds under the arrangement if the Board concludes that the arrangement in question is no longer reasonable.
On the matter of exercising voting rights in shares held under an arrangement, we will decide to vote for or against a proposal after considering the proposal from a range of perspectives, including whether it would contribute to the issuer’s value in the medium to long term.

Number of the arrangements and their carrying value

	As of March 31, 2022		As of March 31, 2023
	Number of shares under the arrangements (name description)	Carrying value (millions of yen)	Number of shares under arrangements (name description)	Carrying value (millions of yen)
Unlisted issuer	44	4,620	46	3,407
Others	81	6,404	77	6,176

Related party transactions

The Company shall endeavor to prevent transactions that are not in the interests of the Group or its shareholders, to protect the interests of its shareholders.
Approval must be obtained from the Board of Directors for any conflict-of-interest transactions between the company and major shareholders, transactions that are not customary or transactions of managerial importance.
The existence of transactions between the company and its directors or major shareholders shall be regularly checked.