Corporate Governance and Internal Control System
Sekisui House Ltd. (the Company) considers corporate governance as one of the major management priorities in the sense of enhancing the trust of stakeholders. To ensure management transparency and provide for timely and appropriate checking and monitoring, five outside directors and three outside audit & supervisory board members are in place. With the aim of clarifying operational responsibilities and ensuring flexible business execution, the Company has introduced executive officer system.
Regarding the internal control system, the Company is thoroughly implementing and strengthening the operation of the system based on the Basic Policy Concerning the Development of an Internal Control System.
The J-SOX Group within the Accounting Department is responsible for thorough compliance of the group-wide internal controls based on the Financial Instruments and Exchange Act (J-SOX).
Corporate Governance Structure
Sekisui House, Ltd. Basic Policy on Corporate Governance
The Sekisui House Group publish and disclose the concept and frameworks of corporate governance to stakeholders and strive to continuously improve the system.
Corporate Governance Report
Dialogue with Shareholders and Investors
In accordance with the Basic Policy on Corporate Governance, Sekisui House creates opportunities for periodic engagement with shareholders and investors with agendas covering such topics as financial results, management plans, ESG management and the status of Group businesses. Through investor relations (IR) activities in and outside Japan, senior management, including representative directors, and staff from the Investor Relations Department, proactively hold meetings with institutional shareholders and investors as well as analysts and conduct briefings for individual shareholders and investors. Furthermore, the Company strives to provide ample direct communication outside of individual meetings by such means as quarterly financial results briefing sessions and semiannual management plan briefing sessions, as well as tours of factories and other facilities. Beginning in FY2023, the Company also holds small meetings of the Outside Directors of the Board with institutional shareholders on such topics as the business execution performance of the current management team and reinforcing governance. These meetings serve as valuable opportunities for active discussion with institutional shareholders and mutually providing input in the form of opinions and other information.
Main Results of Shareholder and Investor Engagement in FY2022
■ Events for Institutional Shareholders and Investors and Analysts
|IR Event||Number of events held||Description|
|Financial results briefing sessions||4||Held quarterly financial results briefing sessions, attended by the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG) and the Head of the Investor Relations Department|
|Management plan briefing sessions||2||Held management plan briefing sessions alongside the financial results briefing sessions for the second and fourth quarters, attended by the Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG), a Director of the Board and Senior Managing Officer (in charge of Division of Development Business) and the Head of the Investor Relations Department|
|ESG-related briefings||1||Held briefings on ESG initiatives, mainly focusing on Value Report 2023, attended by the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG), the Head of the Investor Relations Department, the Head of the Environment Improving Department and the Head of the Diversity and Inclusion Promotion Department|
|Business overview briefings||1||Held a briefing on the Overseas business, attended by a Director of the Board and Senior Managing Officer (in charge of Division of Development Business) and the Head of the Investor Relations Department|
|Small meetings with securities analysts*||2||Participated in small meetings held by securities firms analysts, attended by a Director of the Board and Senior Managing Officer (in charge of the Division of Development Business) and the Head of the Investor Relations Department|
|Overseas IR events*||3||The Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of the Division of Finance and ESG) and the Head of the Investor Relations Department visited North America and Europe to meet with overseas institutional investors|
|Conferences sponsored by securities firms*||11||Took part in conferences for overseas institutional investors sponsored by securities firms, mainly with participation from the Investor Relations Department|
|Tours of Company facilities*||2||Held tours of Company facilities, mainly organized by the Investor Relations Department|
|Individual SR interviews||23||Held regular interviews mainly with institutional investors’ officers in charge of exercising voting rights as part of shareholder relations (SR) activities, attended by the Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of the Division of Finance and ESG)|
Individual IR interviews
(Of which, interviews with institutional investors / analysts in Japan)
(Of which, interviews with institutional investors overseas)
Held individual interviews, mainly with the staff of the Investor Relations Department
* Includes interviews with institutional investors at IR events
Of the total number of individual IR interviews, interviews focused specifically on ESG topics: 12
■ Events for Individual Shareholders and Investors
|IR Event||Number of events held||Description|
|Factory tours||1||Held an online tour of the Company’s Kanto Factory for individual shareholders|
|Briefings organized by securities firms||2||Participated in in-person and online briefings for individual investors organized by securities firms|
Topics of Interest to Shareholders and Investors and the Use of Input from Dialogues
As described above, Sekisui House engages in proactive discussion through direct dialogue with analysts and the fund managers, ESG officers and officers in charge of exercising voting rights of institutional shareholders and investors based in Japan and overseas. The main topics of interest to shareholders and investors in these dialogues include such business-related subjects as the Company’s performance, domestic and overseas business market environments, the Company’s competitive advantages, the Company’s future outlook and policies for the mid-term management plan, including those related to shareholder returns and capital measures. Furthermore, with regard to ESG-related topics, the Company receives numerous opinions related to ESG management and its integration into business strategy, the value creation process and its approach to human capital, among other topics.
The opinions and concerns of shareholders and investors, along with insights gleaned from these dialogues, are fed back as appropriate to the Board of Directors and management team via the Investor Relations Department. The Company references such input when making management decisions and reflects them in future dialogues. Furthermore, following discussions at the Management Meetings and the Board of Directors, the Company has reflected such input in the Sixth Mid-Term Management Plan, announced in March 2023 (specifically, in capital measures and ROE management reinforcement) and applied it to enhance disclosure materials, such as Value Report 2023.