Japan Inc steps up effort to meet shareholders virtually

TOKYO -- Investors are in for a busy Tuesday with more than 600 Japanese companies holding their annual general meetings amid a shift to the internet as the country attempts to avoid any resurgence in coronavirus infections.

This is the second year that Japanese companies are hosting general meetings under the COVID-19 pandemic. While the government lifted its state of emergency a week ago in metropolises like Tokyo and Osaka, companies remain cautious and are hustling to implement COVID preventive measures.

Some companies aim to amend their articles of incorporation in a bid to organize online meetings, which will give investors the choice to attend from home, away from possible infections.

This month the Japanese government made changes to its Act on Strengthening Industrial Competitiveness to allow companies to hold shareholder meetings entirely online.

Companies like SoftBank Group, Takeda Pharmaceutical, and Sumitomo Mitsui Financial Group have made proposals at this year's AGMs to change their articles of incorporation, which would permit them to hold fully online shareholders meetings starting next year.

SoftBank Group explained in its AGM Notice that fully virtual meetings "make it easier for many shareholders including [those] who reside in distant places to attend, which will lead to revitalization, efficiency, and smooth operation," as well as "contribute to countermeasures for infectious diseases" like COVID-19. The proposal was accepted.

Online AGMs will also give investors more time to attend multiple meetings. Japan is notorious for its condensed AGM season. About 90% of companies with financial years ending in March schedule their general meetings at the end of June. This year today, June 29, is the most concentrated, with around 30% of AGMs taking place.

Some investors are concerned that if Japan Inc. goes fully online it could undermine shareholders' ability to question management.

Investor relations consultancy IR Japan Holdings proposed a partial amendment to its articles of incorporation so it could convene future AGMs without a physical location. Proxy advisory companies like ISS recommended against the proposal, stating it could "hinder meaningful exchanges between shareholders and management."

IR Japan defended its proposal, explaining in a statement that fully virtual meetings open the way for more shareholders to attend and will "eliminate the venue's cost." It will also "increase shareholders' right to choose a day to attend," the company noted.

At the company's general meeting this month, a majority of shareholders voted in favor of the change while 11% voted against the proposal.

Virtual meetings are becoming more commonplace across Asia-Pacific, with more companies in countries like Australia, India and Malaysia choosing to hold over-the-internet AGMs during COVID-19.

According to a report published last month by the Asian Corporate Governance Association, all of the top 50 public companies by market value in India held virtual meetings up to December 2020.

The report also points out that investor participation in AGMs has been underwhelming, even before the pandemic, with 62% of global respondents saying they did not attend any general meetings in 2019 or 2020. Meanwhile, 20% said they took advantage of virtual AGMs last year.