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Heiwa Real Estate

heiwa-net.co.jp

Founded Year

1947

Stage

IPO | IPO

Date of IPO

5/16/1949

About Heiwa Real Estate

Heiwa Real Estate (TYO: 8803) focuses on the development, leasing, administration, and management of stock exchange buildings, office buildings, commercial facilities, and residential buildings.

Headquarters Location

1-10, Nihonbashi Kabutocho, Chuo-ku

Tokyo, 103-8222,

Japan

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Heiwa Real Estate Patents

Heiwa Real Estate has filed 1 patent.

patents chart

Application Date

Grant Date

Title

Related Topics

Status

1/30/2014

10/11/2016

Electric power conversion, Capacitors, Electrical engineering, CPU sockets, Analog circuits

Grant

Application Date

1/30/2014

Grant Date

10/11/2016

Title

Related Topics

Electric power conversion, Capacitors, Electrical engineering, CPU sockets, Analog circuits

Status

Grant

Latest Heiwa Real Estate News

Shareholders' General Meetings: The trend of shareholders' viewing ESG as important is steadily increasing

Nov 17, 2021

To embed, copy and paste the code into your website or blog: <iframe frameborder="1" height="620" scrolling="auto" src="//www.jdsupra.com/post/contentViewerEmbed.aspx?fid=a8c4d7df-59ed-4579-b91d-4b1d97f914b0" style="border: 2px solid #ccc; overflow-x:hidden !important; overflow:hidden;" width="100%"></iframe> Forty-eight Japanese companies received shareholder proposals in the June 2021 general meetings (162 proposals in total). This represents a modest decrease compared to last year, when 55 companies received shareholder proposals (the most on record). As 54 companies received proposals in 2019, this year still represents the third largest number of shareholder proposals in the last 10 years1. According to The Asahi Shimbun, this year there were 182 listed companies that activist shareholders made proposals to, which, while representing a slight decrease from the 23 listed companies that activists made proposals to last year, shows no signs of slowing down. Our analysis is that in the ordinary general meeting of shareholders for the current year ending in the traditional June AGM season, out of the 15 companies that received proposals from activist shareholders (33 proposals in total3), 13 received approval from over 20% of shareholders, and four received the support of over 30% of shareholders. Coupled with an overall decrease in the number of shareholder proposals, this year's shareholder proposals have not reached the amount of support received at last year's June general meetings (where 30 proposals obtained the support of over 20% of shareholders and 14 proposals obtained the support of over 30% of shareholders4). However, having said that, the fact that more than one-third of the shareholder proposals this year were supported by over 20% of shareholders could be seen as an indication that shareholders are taking a proactive stance towards participation in company governance. In particular, ESG related proposals (including corporate governance) attracted attention this year.5 Companies have continued to work on corporate governance as the corporate governance and stewardship codes have continued to take root. As cross-shareholdings have decreased, it has not been uncommon for shareholders to make proposals concerning corporate governance structure even to companies that have displayed strong financial results. Further, in the context of company ESG policies, following the shareholder proposal made to Mizuho Bank, Ltd. Financial Group in 2020 by Kiko Network, which garnered the support of over 30% of shareholders, three companies outside of the electricity industry received shareholder proposals concerning climate change this year.6 Due to the structure of the Japanese legal system, only the matters to be resolved at the general meeting of shareholders may be the subject of shareholder proposals, and thus climate change-related proposals tend to take the form of proposals to amend the articles of incorporation of the company. Around two-thirds (108 proposals) of the shareholder proposals this year consisted of proposals to amend a company's articles of incorporation. There were only 17 shareholder proposals that were to return profits to shareholders by distributing surplus capital.7 Naturally, the general consensus is that the approval of two-thirds of shareholders required to effect changes to a company's articles of incorporation represents a significant hurdle. Additionally, according to an article by The Nihon Keizai Shimbun, the approval rate of shareholder proposals at the June general shareholders' meetings this year as to amendments to articles of incorporation was 14.8% (as at July 2, 2021). The reason for the decrease from 18.1% of approval for similar proposals in 2020 is said to be based on opposition recommendations by voting advisory companies and a general stance of risk aversion by institutional investors.8 This reflects that sometimes not only management, but also other shareholders, feel the need to be wary of altering the articles of incorporation, which reflect the basic principles of the company, to reflect the will of shareholders.9 Based on the current state of affairs in Japan where there is a growing number of shareholders who are seeking fundamental changes to the ways in which companies operate, amidst the shareholder proposal system which makes it difficult to achieve such change, some experts recommend the active use of advisory proposals that allows companies to respond flexibly as a means to encourage companies to reflect the wishes of shareholders in management and for both parties to engage in constructive dialogue.10 We would like to pay attention to whether the use of shareholder proposals as a means of promoting dialogue and cooperation between shareholders and management (which may not necessarily be in conflict) will continue to increase, and whether such a change in the attitudes can take place outside of the legal system. With the strengthening of the corporate governance code, shareholders' interest in management's attitude toward corporate governance has been increasing in recent years. At the general shareholders' meeting of Heiwa Real Estate (which owns the Tokyo Stock Exchange Building and the Osaka Stock Exchange Building) this financial year, an investment company in Hong Kong proposed an amendment to the articles of incorporation to prevent appointment of board members who have worked forthe Japan Exchange Group (which owns the Tokyo Stock Exchange and the Osaka Stock Exchange) for more than five years.11 The historical CEOs of Heiwa Real Estate are from the Tokyo Stock Exchange, and out of the nine current directors approved at the general meeting of shareholders in June, three, including President Kiyoyuki Tsuchimoto, were from the Tokyo Stock Exchange. LIM Advisors, who made the shareholder proposal, pointed out that the rent of the Tokyo Stock Exchange Building, which is the company's largest rental property, is set at a lower price than the properties in the surrounding area, and that to have as a tenant the Tokyo Stock Exchange, while accepting executive officers from such tenant, caused the company's profits to be undermined by the "unhealthy" relationship between the two companies, as a result of a conflict of interest on the part of the executive directors of Heiwa Real Estate.12 In response, Heiwa Real Estate did not acknowledge that an "amakudari" was taking place and asserted that there was not any causal connection between "amakudari" at the Tokyo Stock Exchange and rent prices.13 Although this shareholder proposal was ultimately rejected, it attracted 19.5% support from shareholders. Additionally, on March 25, at the general shareholders' meeting of RaQualia, Yuichi Kakinuma, an individual investor and lawyer owning over 10% of the shares in RaQualia, submitted a proposal to appoint three new directors (including himself). This proposal received overwhelming support from shareholders and was ultimately approved. At this meeting, Mr. Kakinuma, after company management explained its proposals, successfully submitted an emergency motion to elect Mr. Nakanishi, also a lawyer, as chair of the meeting. After the change of chair under these unusual circumstances, existing directors of RaQualia and the new candidates for director held a Q&A session to answer questions from shareholders about management policy. As a result, the parties engaged in meaningful debate, which can be said to be rare at general shareholders' meetings.14 However, one cannot deny that the new management team, which was appointed with the support of individual shareholders, has faced challenges from the beginning. Mr. Kakinuma, as an outside director, will supervise and be involved with management, who will be responsible for securing medium and short-term profit for the company and implementing a growth strategy for the company. Being a manager requires responding to the expectations of the individual shareholders who have contributed significantly to the change of management as well as obtaining the support of the employees. The composition of the management team may reflect internal power dynamics, and the desires of management may not necessarily be uniform. According to one view, the focus will be on the cooperation or lack thereof between RaQualia's R & D leader Shuzo Watanabe, who is part of internal management and who opposed the shareholder proposals, and Hirobumi Takeuchi, the new president, who is a former employee of RaQualia.15 It goes without saying that shareholders are seeking corporate governance improvements of not just upper management but also, more generally, the company and its group companies. LIM Advisors, mentioned above, proposed the incorporation of provisions relating to the management of listed companies in the articles of incorporation at the general shareholders' meeting of Digital HD in response to the trend in recent years of publicly listing subsidiary companies. The employees of one of Digital HD's listed subsidiary companies, Sold Out, were arrested last year on suspicion of involvement in illegal advertisements related to the efficacy of health foods. As a result, a shareholder proposal was made requesting Digital HD to pursue supervisory responsibility of Sold Out as its parent company, as the group's governance was dysfunctional.16 In response, Digital HD proposed taking measures to strengthen its corporate governance, such as increasing the number of executive officers, improving the risk management systems in place, increasing the number of outside directors in place at Sold Out, and clarifying the supervisory functions relevant to overseeing business, etc. Further, Digital HD opposed the shareholder proposal, arguing that maintaining a listed subsidiary company that operates in a different industry was justified on the basis that the strategy of the group's overall business portfolio is to transition from a marketing business to a digital related business, and as such it is important to focus on the long-term growth strategy for Sold Out.17 In this situation, the above-mentioned shareholder proposal garnered support from over 20% of shareholders, and once again indicated the harsh view shareholders take towards the public listing of subsidiary companies. While it is true that shareholder proposals purely concerned with profits are less prominent than before, proposals concerned with improving the efficient allocation of capital as a part of an emphasis on corporate governance have certainly not disappeared.18 Asset Value Investors (AVI), a British asset management company, stated that the interests of minority shareholders were being damaged at three companies with shareholders that hold over 50% of voting rights and proposed the return of surplus to shareholders at each company: NS Solutions, which has a parent company; Tokyo Radiator Manufacturing Co., Ltd., an automobile parts manufacturer; and SK Kaken Co., Ltd., a building painting company.19 AVI's CEO stated "we are continuing to oppose the strategy of management that continues to ignore the interests of minority shareholders over the long term, under the influence of controlling shareholders. "20 The CEO requested support for a shareholder proposal on the basis that management has been unable to analyze essential business/financial targets in a sophisticated or disciplined way, which was attributable to the influence of controlling shareholders, whose interests are not aligned with the interests of minority shareholders on management culture21 (both proposals were rejected).22 In 2020, Kiko Network Japan, an environmental NGO/NPO, made its first shareholder proposal in Japan concerning climate change to Mizuho Financial Group. This trend is continuing in 2021, and ESG activists' shareholder proposals to companies seeking better mechanisms to address climate change risk continue to attract attention. Four environmental non-governmental organizations (NGOs) that are individual shareholders, including Kiko Network, Market Force, Rainforest Action Network, and 350.org Japan submitted shareholder proposals to Mitsubishi UFJ Financial Group. The shareholder proposals called for amendments to the articles of incorporation to formulate and disclose management strategies, including investment targets and indicators made in accordance with the purpose of the Paris Accord, an international framework for climate change goals. In response, Mitsubishi UFJ Financial Group announced a specific policy ("MUFG Carbon Neutral Declaration") for dealing with climate issues.23 Additionally, as part of the same declaration, Mitsubishi UFJ Financial Group announced that it will be the first Japanese company to participate in the "Net-Zero Banking Alliance" (NZBA) founded in April this year by the United Nations Environment Program Finance Initiative (UNEP FI).24 However, the environmental NGOs proclaimed that Mitsubishi UFJ Financial Group had not announced any concrete steps that were in conformance with the Paris Accord, and continued calling for Mitsubishi UFJ Financial Group to take a range of specific actions to strengthen its response to climate issues.25 While the proposal failed, it did attract a significant 23% supporting vote from shareholders. Additionally, Market Force, an NPO that works with investors and companies in the area of environmental finance, made a shareholder proposal to Sumitomo Corporation.26 As with the example of Mitsubishi UFJ Financial Group, this shareholder proposal requested the formulation and disclosure of a business strategy that was consistent with the goal of the Paris Accords of reducing emissions to below 1.5°C. In response, Sumitomo Corporation27 announced a plan for its withdrawal from coal-fired generation, which included not working on any new coal-fired generation related businesses, aiming to end all coal-fired generation businesses by the latter half of 2040, and not working on new power plant construction projects. However, the environmental NGOs did not withdraw their shareholder proposal on the basis that there were large gaps in Sumitomo Corporation's plans. The activists specifically noted that Sumitomo's plan to completely withdraw from coal-fired generation businesses was only from the latter half of 2040, and it did not change its policy that allowed it to continue receiving new orders for some new power plant construction projects.28 Although this proposal was voted down, 20% of shareholders supported it. This result has been analyzed as showing a split in shareholder opinion, as Institutional Shareholder Services (ISS) recommended voting in favor of the proposal while Glass Lewis recommended voting against it.29 As described above, due to the fact that amending articles of incorporation requires the approval of more than two-thirds of attending shareholders with voting rights, passing a shareholder's proposal is usually difficult. Despite this, shareholder proposals can serve as the impetus for companies to voluntarily strengthen their own initiatives, as shown in 2020 with Mizuho Financial Group, and in 2021 with Mitsubishi UFJ Financial Group and Sumitomo Corporation. It is increasingly being said that the most significant aspect of shareholder proposals seeking these kinds of amendments to articles of incorporation is not the implementation of the proposed amendment itself, but rather the fact that they can serve as a catalyst for companies to voluntary change their own policies, and this has been seen to be true with respect to proposals relating to environmental protection.30 June 2021 saw an additional revision of the corporate governance codes and increased demands for the strengthening of ESG-related initiatives. Shareholders are increasingly requesting listed companies to disclose their sustainability initiatives and for directors to formulate basic policies relating to sustainability. Such trend is expected to continue.31 In an environment where interest in corporate governance and environmental issues is increasing in both institutional investors and individual investors, it remains to be seen whether shareholder proposals will continue to be used in the form of advisory proposals. Amid the growing number of conventional activists, who focus on economic profit, and a new breed of activists focused on ESG, including within Japan, it will be necessary to closely watch how this affects the system overall, as well as the content of and trends in shareholder proposals going forward. List of Shareholder Proposals by Activist Investors at the June 2021 Shareholders' General Meetings 32

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Heiwa Real Estate Frequently Asked Questions (FAQ)

  • When was Heiwa Real Estate founded?

    Heiwa Real Estate was founded in 1947.

  • Where is Heiwa Real Estate's headquarters?

    Heiwa Real Estate's headquarters is located at 1-10, Nihonbashi Kabutocho, Chuo-ku, Tokyo.

  • What is Heiwa Real Estate's latest funding round?

    Heiwa Real Estate's latest funding round is IPO.

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