Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

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Japan's Governance: Articles About Zojirushi Corporation (7965)'s General Meeting of Shareholders

Japan's Governance: About the Article on Outside Directors (2)

Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

<ul>
<li>Zojirushi's low profitability and numerical targets are at the root of the problem with this shareholder proposal, which required disclosure of cost of capital to verify reasonableness of the targets.</li>
<li>To ensure transparency of BOD, it would have required individual disclosure of director compensation, divestment of policy shareholdings, and elimination of takeover defenses, which are issues of corporate governance practices.</li>
<li>When % foreign shareholders reaches 30% level, companies tend to eliminate takeover defense. Since Zojirushi's % foreign shareholders is 20%, the shareholder proposal will be very likely to be rejected.</li>
</ul>


Zojirushi's low profitability and numerical targets are at the root of the problem with this shareholder proposal, which required disclosure of cost of capital to verify reasonableness of the targets.
To ensure transparency of BOD, it would have required individual disclosure of director compensation, divestment of policy shareholdings, and elimination of takeover defenses, which are issues of corporate governance practices.
When % foreign shareholders reaches 30% level, companies tend to eliminate takeover defense. Since Zojirushi's % foreign shareholders is 20%, the shareholder proposal will be very likely to be rejected.


Unreasonable Company Opposition, but No Change in Outlook for Shareholder Proposals to Be Rejected