・Procedures in Place to Avoid Conflicts of Interest
1) Establishment of the Stewardship Committee
The aim of the Stewardship Committee is to verify the sufficiency and legality of our engagement and exercise of voting rights in the asset management business to maximize our clients' benefit. For the purpose of securing its independence and neutrality, the Committee is set under the board and the committee members are appointed by the board. The Committee is comprised of an independent outside director as a chairman, an outside expert and the Managing Director of compliance.
Based on the monitoring results by the compliance division, the Committee verifies the adequacy of the policy and rules regarding proxy voting and reviews voting results. The results by the Committee are reported to the board and the Committee advises improvements to the board if necessary.
2) Elimination of the influence on the asset management business unit
The process of exercising voting rights is closed within the Trust Assets Business Unit. Proxy voting proposals are discussed by the Proxy Voting Committee, which is established within the asset management unit, and final voting decisions are signed off by the Managing Director in charge of the unit. We also set following rules.
(a) Restriction of personnel exchanges
Staff who belonged to corporate sales divisions and directory communicated with corporate clients in the past five years cannot be transferred to the asset management business unit.
(b) Rules on information blocking
Staff in the asset management business unit cannot contact with staff in other business units.
(c) Enhancement of monitoring process
After the compliance section in the Trust Assets Business Unit monitors whether staff observe rules regarding asset management business, an independent compliance division checks whether there is an influence from business status in our banking/finance business.
・Disclosure of the Results of Exercised Voting Rights
In addition to the aggregate results, we make individual disclosure of exercised voting rights (voting for or against each proposal and the reason) to show that voting rights were appropriately exercised and there were no influence from our banking/finance business. We also disclose our proxy voting policy which includes quantitative and qualitative voting criteria to enhance transparency of the proxy voting process.
・Our Management Team's Effort to Avoid Conflicts of Interest
The management team acknowledges its important responsibility to strengthen corporate governance and conflicts of interest system and implements policies, and they promote further efforts.