Institutional Investors Collective Engagement Forum was established to help institutional investors conduct sound and appropriate stewardship activities, especially in collective shareholder engagements in which multiple institutional investors work together in an aim to hold constructive dialogues with listed companies in Japan.
TThe Forum promotes/organizes Institutional Investors Collective Engagement Program, which is a venue for collective engagement events and activities with listed companies conducted by multiple institutional investors.
“Principles for Responsible Institutional Investors 〈Japan’s Stewardship Code〉 ” requires institutional investors to study and fully understand the target company, the situation it is under, conduct a constructive dialogue to share awareness of key issues with companies, and make efforts to solve problems in order to fulfill their stewardship responsibilities by promoting sustainable growth. Under the code revision in May 2017, Guidance 4-4 states that it would be of benefit to engage with target companies together with other institutional investors (“collective engagement”) as necessary.
Based on the revision of the code, the Forum was established in October 2017 to support collective engagement activities with listed companies by multiple institutional investors, with the primary function of preserving and coordinating various programs related to such engagement activities.
We show below the reports of our engagement activities.
Please click the PDF icons to see the documents.
We introduce case examples of our collective engagement dialogues with the approval of the dialogue partners.
We discuss below how collective engagement by multiple institutional investors works under Institutional Investors Collective Engagement Program.
The Forum promotes/organizes Institutional Investors Collective Engagement Program, which is a venue for multiple institutional investors to conduct collective engagement events and activities with listed companies. In this Program, the Forum serves as a coordinator/secretariat. Participating institutional investors discuss key issues of target companies, set common engagement agendas which are conducive to constructive dialogues, and then form shared views. For each agenda, the Forum, as coordinator/secretariat, supports constructive dialogues between companies and institutional investors in such a way as to send letters stating investors’ shared views, and set up and facilitate meetings (act as moderator, sort out discussion, etc.).
Institutional investors participating in the Program emphasize sustainable growth of corporate values and operate with a strong awareness of stewardship responsibility. All of them invest in a wide range of Japanese equities from long term viewpoints through passive investment and stable investment of long-term assets. Passive investment, in particular, is basically a very long-term, buy-and-hold investment strategy while the number of stocks held may fluctuate due to fund flows. As of October 2021, seven institutional investors are participating in the Program: The Dai-ichi Life Insurance Company, Limited, Meiji Yasuda Asset Management Company Ltd., Mitsubishi UFJ Trust and Banking Corporation, Pension Fund Association, Resona Asset Management Co., Ltd., Sumitomo Mitsui DS Asset Management Company, Limited and Sumitomo Mitsui Trust Asset Management Co., Ltd. (in alphabetical order).
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Collective engagement activities arranged by the Program do not aim to pursue short-term shareholder returns, but rather help companies achieve long-term corporate value expansion and sustainable growth so that the clients/beneficiaries of the participating institutional investors can enjoy higher mid- to long-term investment returns. Furthermore, the program does not intend to ask for significant changes in business activities nor does it intervene in the details of the management decision-making of investee companies. But rather the Program would like institutional investors and companies to share an understanding of challenges facing companies and thereby support the companies in executing its independent management policies and strategies.
We show below the Program’s general flow of collective engagement activities.
Institutional investors who are interested to conduct collective engagement via the Program consult with each other on engagement agendas before contacting the companies. They discuss issues and challenges facing the companies from various angles, and draw up engagement agendas for a constructive dialogue. Based on the discussions, investors form a consensus opinion (or common view) for each agenda.
The Forum sends letters that summarize the common views to targeted companies in the investors’ joint names who participated in the agendas. The letters describe common views deliberated in prior consultations, their context and the investors’ mindset. The letters are not intended to unilaterally impose investors’ thoughts but to share their awareness and understanding of the issues with companies. The Forum accommodates any inquiries and comments from companies.
In addition to sending out letters that convey the common views of the participating investors in their joint names, the investors and the Forum may ask companies to set up meetings for face-to-face discussions. Meetings are attended by two or more institutional investors who participate in the agendas. They explain their common views and the reasoning/logics behind them. Companies in turn provide their thoughts and policies. The Forum facilitates each meetings as a moderator so that meeting participants strive to share an understanding of the challenges and issues, and discuss differences and similarities in views/opinions between the two sides.
We discuss here the features of collective engagement activities via this program.
Institutional investors participating in the Program are long-term investors. The objective of collective engagement arranged via the Program is to enhance long-term corporate value creation and its sustainable growth, not to pursue short-term shareholder returns.
In addition, participating institutional investors are prohibited from: (a) proposing any significant change to, or putting significant impact on, the companies’ business activities (Act of Making Important Suggestion, etc., as prescribed in Article 27-26-(1) of Financial Instruments and Exchange Act), and (b) agreeing with other participating institutional investors to a joint acquisition or transfer of stocks, or to exercising voting rights (Agreement of Joint Holding as prescribed in Article 27-23-(5) of Financial Instruments and Exchange Act). Similar actions such as forcing disclosure of information on the planned voting rights execution, etc., are also prohibited.
Thus collective engagement activities via this Program are dialogues that aim to share challenges and issues between long-term investors and companies, and are not the ones that attempt to unilaterally impose investors’ views/opinions on the management backed by the combined voting power. They are dialogues that emphasize Win-Win relationships serving the interests of both companies and investors.
Investors are diverse, and there are various investment philosophies/processes. Opinions on corporate management are also different from investor to investor. In agenda setting discussions, institutional investors exchange various views and opinions and find differences and common grounds, set up engagement agendas for constructive dialogues with companies, and summarize their common views.
The agendas extracted from the processes can be considered as important issues for the companies. The same opinions may also be shared by other investors not participating in the Program. Thus presenting the common views to targeted companies in the Program carries benefits to many investors in the capital market. At the same time, it would benefit targeted companies to know the common views of institutional investors in an efficient manner through the Program.
Please see below an outline of Institutional Investors Collective Engagement Forum.
Institutional Investors Collective Engagement Forum
(A general incorporated association in Japan)
October 2, 2017
End of September
Representative Executive Director
Biography: Graduated from the Faculty of Commerce at Hitotsubashi University in 1973. Joined Nomura Research Institute in the same year. Mr. Kimura worked as a sell-side analyst at Corporate Research Department. After assuming various roles including Group Head of Corporate Research Team No. 4, President of Nomura Research Institute Hong Kong, Head of Emerging Companies Research Department, he transferred to Nomura Investment Trust Asset Management (now Nomura Asset Management) in 1996. He headed Corporate Research and Economic Research Departments, assumed Management Executive in charge of corporate governance, etc. From January 2008 to August 2010, he was Head of Corporate Governance at Pension Fund Association. From November 2010 to July 2014, he was Deputy Chief at Corporate Accounting and Disclosure Division of Planning Coordination Bureau, of Japan’s FSA. In 2014, he established Japan Stewardship Forum and became Representative Director.
Biography: Graduated from the Faculty of Economics of Yokohama National University in 1985. Joined Shiseido in the same year. Mr. Yamazaki worked in sales, product development and marketing, and from 1995 to 1997 studied in the master course of Keio University Graduate School of Media & Governance in Japan. After returning to the company in 1997, he covered corporate planning, new business development, information technology. From 2003 he was in charge of corporate governance, disclosure, and shareholder relation. As a group leader, he promoted Shiseido’s IR/SR initiatives, conducting intensive dialogues with institutional investors, proxy voting advisors, ESG researchers, pension funds, etc. He retired from Shiseido in 2014. In the same year, he established ESG Network of Shareholders & Companies, and became Representative Director. He was a discussion member of the Ito Review “Competitiveness and Incentives for Sustainable Growth: Building Favorable Relationships between Companies and Investors” Project of the Ministry of Economy, Trade and Industry, and also took part in the Ministry’s subcommittee for disclosure of corporate governance.
Biography: Graduated from the Faculty of Economics at the University of Tokyo in 1987. Joined Nomura Securities in the same year and was assigned to Institutional Research and Advisory Department. Subsequently, Mr. Ohori worked in sell-side analyst operations, including being sent on loan to Nomura Research Institute. He Joined JPMorgan in 1996 as a buy-side analyst in its asset management arm. After leading Research Department as Head of Research, he was appointed as Chief Investment Officer of JPM Investment Division (later RDP Investment Division) in 2009. He retired from JPMorgan in 2017. He was a discussion member of the Ito Review “Competitiveness and Incentives for Sustainable Growth: Building Favorable Relationships between Companies and Investors” Project of the Ministry of Economy, Trade and Industry. He is a member of the steering committee of the Forum of Investors Japan. He is an outside director of Maeda Road Construction Co.,Ltd.
Biography: Graduated from the Social Science Department at International Christian University in 1983. Joined Yamaichi Securities and worked in a branch office, subsidiary in the Nederland, and equity future trading desk. Mr. Kamata moved to their investment company (now Amundi Japan) in 1993 and invested in Japanese equities in the area of growth stocks, deeply under-valued stocks, large-caps, small-caps for various clients until 2020. His investment style was bottom-up research driven and worked hard to raise corporate values of the companies invested through dialogue with the management. He is a member of the steering committee of the Forum of Investors Japan and Japan Stewardship Forum.
Tokyo Entre Salon, Shinmaki-chou Building Annex 1, 2nd floor, 3-2-14, Nihonbashi, Chuo-ku, Tokyo 103-0027 JAPAN
The Forum will accept all the enquiries from institutional investors (application to the Program, general enquiries, etc.) and those from listed companies (general queries, comments, etc.), at the above e-mail address.