(The author is a Reuters Breakingviews columnist. The opinions
expressed are his own.)
By Hudson Lockett
HONG KONG, June 8 (Reuters Breakingviews) - Imagine if Apple
AAPL.O , Disney DIS.N , General Motors GM.N , JPMorgan
JPM.N and two-dozen other titans of corporate America
scheduled their yearly shareholder votes during the same week.
That’s the norm in Tokyo every June, when most of Japan Inc
holds annual general meetings. This AGM scramble is becoming
less tenable as Japan’s $8.6 trillion stock market grows in
global stature.
Such clustering was once rational. In the late 20th century,
mobster-adjacent corporate sleuths known as sōkaiya would
threaten to air a company’s dirty laundry during its AGM or
could, for the right price, ensure smooth proceedings in
management’s favour. In response, firms began scheduling votes
at the same time, lowering the overall odds of being targeted.
The trend reached its apogee in 1995, when 96% of AGMs scheduled
in June fell on a single day, per Japan Exchange Group surveys.
An epochal sōkaiya scandal two years later led to more stringent
policing and sentencing for related crimes. Racketeers have
since gone almost extinct but over half of all Tokyo-listed
firms today—including industrial giants like Toyota Motor
7203.T —have shareholder meets scheduled in June, of which 83%
will occur between June 22 and 26. Those include index
heavyweights like $266 billion memory-chip maker Kioxia 285A.T
and SoftBank Group 9984.T . And more than a dozen of Japan
Inc's top names will hold votes on the 26th alone, including
Nintendo 7974.T , Honda Motor 7267.T and Sumitomo Mitsui
Financial Group 8316.T , per LSEG data.
A mix of regulation and habit has kept the June rush going.
Japanese companies typically set the cut-off to determine which
shareholders are eligible for AGM voting to March 31 to align
with the national fiscal calendar. Since Japan’s Companies Act
requires an AGM be held within three months of that day, known
as the "record date", those firms’ deadline falls at the end of
June. Further complicating matters, most don’t release their
annual securities report until the day of the AGM or even after,
often without an English version. For investors, particularly
the foreign set, the result is a rush of voting based on limited
information.
The fix is straightforward: Japan's Financial Services Agency,
now digesting feedback on mooted tweaks to the country's
Governance Code, can expand revisions to strongly encourage
companies to set record dates later in the year—say in April or
May, allowing AGMs to be held in July or August. This move will
also provide more time both for investors to digest annual
securities reports and for firms to produce an English
translation, ideally well before the vote.
This can be phased in over multiple years, with larger firms
better equipped to handle such calendar recalibration placed at
the head of the line. But investors have been agitating for ages
and it’s well past time to act. Let Japan’s June AGM rush go the
way of its sōkaiya.
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CONTEXT NEWS
Figures from Japan Exchange Group show over 50% of
Tokyo-listed firms are slated to hold their annual general
meetings for this year in June. These include 45 out of the
country's 50 most valuable companies, such as SoftBank Group and
Toyota Motor, with thirteen slated to hold shareholder votes on
June 26 alone, including Nintendo, Honda Motor and Sumitomo
Mitsui Financial Group.
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About a third of Japan's June AGM rush arrives on a single day
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(Editing by Robyn Mak; Production by Aditya Srivastav)
((For previous columns by the author, Reuters customers can
click on LOCKETT/ mailto:hudson.lockett@thomsonreuters.com))