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Japan shareholder proposal and AGM voting route

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Updated 2026-05-22
Review by 2026-11-22
Sources 5 Machine-translated Original (JA)
#finance#governance#AGM#shareholder-proposal#voting#Japan
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Overview

Japan shareholder proposal and AGM voting records connect Companies Act shareholder rights, convocation notice, reference documents, written voting, electronic voting, corporate-governance disclosure, proxy voting, stewardship disclosure, and post-meeting voting results. This page records public record fields for listed-company governance events.

This page belongs to finance domain and links to Japan activist investor playbook, large-shareholding disclosure, fair disclosure and insider trading controls, Japan MBO and squeeze-out process, Japan tender offer process, Tokyo Stock Exchange, and Japan Exchange Group.

Route Map

LayerPublic source routePublic record field
Shareholders meeting decisionCompanies Act Article 298Date, time, place, meeting purpose, written voting, electronic voting.
Convocation noticeCompanies Act Article 299Notice period and written notice route.
Written voting documentsCompanies Act Article 301Reference documents and voting forms.
Electronic voting documentsCompanies Act Article 302Reference documents and electronic voting-form information.
Shareholder proposal rightsCompanies Act Articles 303-305Agenda inclusion, meeting-stage proposals, proposal summary in notice.
Electronic vote effectCompanies Act Article 312Electronically exercised votes counted as votes of attending shareholders.
Listed-company governanceJPX corporate-governance code / reportsAGM facilitation and governance-disclosure fields.
Voting resultIssuer disclosure / TDnet / governance materialsApproval ratio, proposal result, director election results.

Companies Act Fields

ArticlePublic field
Article 298Directors decide meeting date / time / place, matters that are the purpose of the meeting, and whether written or electronic voting is allowed.
Article 299Notice of shareholders meeting must generally be sent no later than two weeks before the meeting.
Article 299One-week notice route applies for non-public companies in specified cases.
Article 299Written notice is required where written / electronic voting is adopted or where the company has a board.
Article 301If written voting is adopted, reference documents and voting forms are sent with the notice.
Article 302If electronic voting is adopted, reference documents are sent with the notice and voting-form information is provided electronically.
Article 303For a company with a board, shareholders with 1% of votes or 300 votes held for six months or more may demand inclusion of matters in meeting purposes.
Article 303The demand timing for board companies is no later than eight weeks before the meeting.
Article 304Shareholders may submit proposals at the meeting on matters already within meeting purposes, subject to statutory limits.
Article 305Qualifying shareholders may demand that a proposal summary be included in convocation materials.
Article 305The same 1% / 300 votes, six-month holding, and eight-week timing fields apply for board-company proposal-summary demands.
Article 312Electronic voting is possible with company approval and by Cabinet Order / Ministry of Justice Order route; electronically exercised votes count as votes of attending shareholders.

AGM Materials Route

Public materialRecord fields
Convocation noticeMeeting date, location / format, agenda, voting deadline, voting method.
Reference documentsCompany proposals, shareholder proposals, board position, director / auditor candidate information.
Voting formWritten voting route and proposal-by-proposal selection.
Electronic voting pageElectronic voting method, authentication route, voting deadline.
Corporate governance reportBoard structure, committee structure, independent directors, governance-code explanations.
Voting results disclosureApproval ratio, voting result by proposal, director election result, shareholder-proposal outcome.

JPX Governance Report Fields

JPX timely disclosure guidebook materials identify listed-company AGM / voting facilitation fields in the corporate-governance report route. The source pack recorded the following public disclosure items:

JPX governance-report itemPublic field
Early posting of noticeTiming and method of convocation notice publication.
Non-peak-day schedulingAGM date concentration / scheduling field.
Electronic exercise of voting rightsElectronic voting adoption field.
Institutional voting platformParticipation in an institutional platform such as ICJ.
English notice / summaryEnglish-language notice or summary field.
Other facilitation measuresAdditional issuer-disclosed AGM facilitation items.

Public Record Fields

FieldSource route
Meeting dateConvocation notice, issuer IR page, TDnet.
Meeting formatConvocation notice and issuer disclosure.
Agenda itemConvocation notice / reference documents.
Company proposalBoard proposal section.
Shareholder proposalProposal text, proposer name where disclosed, board position.
Proposal-right thresholdCompanies Act Articles 303 and 305.
Proposal deadlineEight-week route for board companies under Companies Act Articles 303 and 305.
Voting methodWritten voting, electronic voting, in-person voting, institutional platform field where public.
Voting resultIssuer voting-results disclosure.
Governance code disclosureJPX corporate-governance report.
Large holder contextEDINET large-shareholding report where relevant.

Activism Connection

Japan activist investor playbook records governance campaigns, shareholder proposals, AGM voting, public letters, and control-transaction adjacency. Large-shareholding disclosure records 5% reporting, joint holders, purpose of holding, and change reports that may accompany proposal activity.

JapanFG Relevance

Listed JapanFG pages can link AGM / shareholder-proposal records when public filings or issuer materials support the connection. Relevant listed groups include mufg, smfg, mizuho-fg, nomura-hd, daiwa-sg, sbi-hd, monex-group, wealthnavi, and listed regional-bank holding companies.

Sources

  • e-Gov: Companies Act official PDF.
  • Japanese Law Translation: Companies Act.
  • JPX: timely disclosure guidebook.
  • JPX: corporate-governance public pages.
  • JPX: timely disclosure overview.

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