December 26, 2019
The Ministry of Economy, Trade and Industry (METI) will open a call for public comments on the Draft Guidelines on Approaches to Hybrid-type Virtual Shareholders Meetings, a compilation clearly describing approaches that companies should take in conducting hybrid-type virtual shareholder meetings,* in particular, legal and practical points of contention and specific methods.
Based on the comments that it has received from the public as well as other information, METI will finalize the guidelines.
The term “hybrid-type virtual shareholders meetings” refers to physically-conducted shareholder meetings, bringing together board members and shareholders, in which shareholders who are not present at the meetings are able to virtually participate in or be present from remote areas using the internet and other means.
In achieving sustainable corporate growth and improving mid- to long-term corporate value, it is considered important for companies to hold constructive dialogues with shareholders and investors. From this standpoint, METI, focusing on the aspects of shareholder meetings in terms of decision-making bodies for companies, has been developing environments to encourage companies to hold constructive dialogues with shareholders through year-round processes involving shareholders meetings.
Meanwhile, METI has not been holding discussions on ideal approaches that companies should take on the dates of shareholders meetings in terms of meeting bodies bringing together stakeholders. To address this situation, in September 2018, it inaugurated a Study Group on Mid- to Long-term Challenges in Enhancing Processes Involving Dialogue-type Shareholders Meetings. Since then, the study group has been holding enriched discussions on aspects that shareholders meetings have in terms of meeting bodies on the dates of the meetings, focusing on the subject “hybrid-type virtual shareholders meetings,” streamlined legal and practical points of contention of which companies should be aware of in holding hybrid-type virtual shareholders meetings, and compiled them into a draft report. In May 2019, METI released the draft report and called for public comments on it.
Meanwhile, the Growth Strategy Follow-ups, a policy approved by the Cabinet in June 2019, upholds a specific new measure that Japan should take: “Aiming to develop optimal environments for company-shareholder dialogues from global perspectives, Japan should compile ideal approaches to making use of new electronic means on the dates of shareholders meetings by around the fall of 2019 and it also should continue to hold discussions on ideal approaches to year-round company-shareholder dialogues, bearing in mind the current situations in other countries.”
In response, in September 2019, METI inaugurated the “Study Group on Ideal Approaches to Processes Involving Shareholders Meetings in the New Era,” aiming to hold discussions on: ideal approaches that companies should take in taking advantage of new electrical means on the dates of their shareholders meetings, development of environments to encourage companies to further hold dialogues with shareholders in light of the institutional systems recently developed in Japan and overseas countries and the experiences brought about by accumulated practical matters. At its first to third meetings, the study group held discussions to formulate Guidelines on Approaches to Hybrid-type Virtual Shareholders Meetings, while taking into consideration the public opinions that METI has received, and compiled the draft guidelines.
In response, METI hereby opens a call for public comments on the draft guidelines compiled by the study group.
2. How to submit public comments and provide related information
Please submit your comments on the details of the Draft Guidelines on Approaches to Hybrid-type Virtual Shareholders Meetings shown in Appendix 1.
- Closing date: 17:00, February 7 (Fri.), 2020
- How to submit: Please send your comments or related information via email or postal mail (for details, see Appendix 2).
The materials and the summary of the minutes of the meetings held by the Study Group on Ideal Approaches to Processes Involving Shareholders Meetings in the New Era will be released on the following METI website.
3. Future schedule
Based on the public comments and related information that METI has received as well as other information, METI will release the finalized guidelines by around the end of February 2020.
- Appendix1: Draft Guidelines on Approaches to Hybrid-type Virtual Shareholders Meetings (in Japanese)(PDF:1,180KB)
- Appendix2: How to submit public comments and provide related information (PDF:258KB)
Division in Charge
Corporate Accounting, Disclosure and CSR Policy Office, Economic and Industrial Policy Bureau