Proxy Voting Policy
1. Proxy Voting Policy
Nippon Value Investors KK exercises its voting rights as a shareholder of portfolio companies in accordance with its fiduciary responsibility as an investment company. We believe that voting is an important way to improve the corporate governance of portfolio companies and contribute to long-term growth in shareholder value.
As a result, we do our best to exercise our voting rights in the best possible manner from the standpoints of increasing shareholder value and preventing a decline in shareholder value.
2. Guidelines for exercising voting rights
Nippon Value Investors has established the Proxy Voting Policy in order to provide a policy for reaching decisions about how to vote. These guidelines allow us to reach voting decisions based on a prescribed set of standards.
The following is a list of major considerations contained in our Proxy Voting policy ;
・ Allocation of retained earnings
・ Composition of the board of directors
・ Selection of directors and corporate auditors
・ Compensation of directors and corporate auditors and payment of retirement
benefits to directors and corporate auditors
・ Mergers, sales, acquisitions and other organizational changes
・ Amendments to the articles of incorporation
・ Introduction of a takeover defense measure
We add items and review our standards for reaching decisions in order to make these guidelines an even more effective means of exercising our voting rights.
3. Decision-making process for exercising voting rights
Two or more investment managers hold a discussion in order to reach decisions concerning the exercise of voting rights. Discussions by these investment managers take into consideration the unique circumstances of each portfolio company in line with the Proxy Voting Policy. All shareholder resolutions are carefully examined. We approve resolutions that we believe present no problems from the standpoint of shareholder value and oppose resolutions that we have concluded are inconsistent with enhancing shareholder value. In some cases, we may abstain from voting or issue a blank proxy instead of approving or opposing a resolution.