Reo@ Voting Report
SEI Japan Equity Fund Votes Against Management Report
VOTING RECORDS FROM:01/04/2014 TO: 30/06/2014
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Aeon Hokkaido Corp
Meeting Date: 05/23/2014 Country: Japan Meeting Type: Annual Ticker: 7512
Primary ISIN: JP3860270002 Primary SEDOL: 6544751
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Tenhiro, Toshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Takegaki, Yoshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Shimizu, Nobuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Hashimoto, Masaru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yamada, Shigemichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Yamaguchi, Soichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Ahresty Corp.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 5852
Primary ISIN: JP3100600000 Primary SEDOL: 6357807
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Ishimaru, Hiroshi Mgmt For Against
Page 1 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Ahresty Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Nonaka, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Gamo, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Hara, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Furuya, Shigeru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Amend Deep Discount Stock Option Plan Mgmt For Against Approved at 2006 AGM Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Aichi Electric Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6623
Primary ISIN: JP3104000009 Primary SEDOL: 6010081
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Takagi, Isao Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Aichi Steel Corp.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 5482
Primary ISIN: JP3103600007 Primary SEDOL: 6010207
Page 2 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Aichi Steel Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Yasukawa, Shokichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Fujioka, Takahiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Asano, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ukai, Masao Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shinohara, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Suzuki, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Chino, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nakano, Shoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Appoint Statutory Auditor Funo, Yukitoshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 3 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Alfresa Holdings Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 2784
Primary ISIN: JP3126340003 Primary SEDOL: 6687214
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Takita, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kanome, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Takahashi, Hidetomi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Hasebe, Shozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Shinohara, Tsuneo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kubo, Taizo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Miyake, Shunichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Izumi, Yasuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Kimura, Kazuko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 4 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Alpha Systems Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4719
Primary ISIN: JP3126330004 Primary SEDOL: 6149985
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Ishikawa, Hidetomo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Takada, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Tokura, Katsumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kawana, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Saito, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Akazaki, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Takada, Toshifumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Kawahara, Yosaku Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Yamauchi, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 5 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Alpha Systems Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.12 Elect Director Yanagiya, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Asaoka, Sakae Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Alpine Electronics Inc.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 6816
Primary ISIN: JP3126200009 Primary SEDOL: 6021481
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kajiwara, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kataoka, Masataka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kobayashi, Toshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Endo, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ikeuchi, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 6 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Alps Logistics Co. Ltd
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 9055
Primary ISIN: JP3126450000 Primary SEDOL: 6050764
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles To Authorize Share Buybacks at Mgmt For Against Board's Discretion - Reduce Directors' Term Voter Rationale: Allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Anritsu Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6754
Primary ISIN: JP3128800004 Primary SEDOL: 6044109
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
6 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Aozora Bank, Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8304
Primary ISIN: JP3711200000 Primary SEDOL: B1G1854
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Tanabe, Masaki Mgmt For Against
Page 7 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Aozora Bank, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Takeda, Shunsuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Mizuta, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Saito, Takeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
7 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Arakawa Chemical Industries
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 4968
Primary ISIN: JP3125000004 Primary SEDOL: 6185837
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Manabe, Yoshiteru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Une, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Suemura, Nagahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 8 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Arakawa Chemical Industries
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Nobuhiro, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tatsumi, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nishikawa, Manabu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Sano, Tetsuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Miyashita, Yasutomo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Arakawa, Toshimasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
ARATA CORP.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 2733
Primary ISIN: JP3125100002 Primary SEDOL: 6517515
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Hatanaka, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 9 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
ARATA CORP.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Shimawaki, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Suzuki, Yoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hatanaka, Seinosuke Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Motoyama, Saburo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kobayashi, Fumiaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ito, Mikihisa Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kataoka, Haruki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Special Payments in Connection with Mgmt For Against Abolition of Retirement Bonus System Voter Rationale: A vote AGAINST this proposal is warranted because the bonus amounts are not disclosed.
5 Approve Performance-Based Equity Mgmt For Against Compensation Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 10 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Arcs Co., Ltd.
Meeting Date: 05/27/2014 Country: Japan Meeting Type: Annual Ticker: 9948
Primary ISIN: JP3968600001 Primary SEDOL: 6721930
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Fukuhara, Tomoharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Furukawa, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Moriya, Sumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Muguruma, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kogarimai, Hideki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Fukuhara, Ikuharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Inoue, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Endo, Sumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 11 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Arcs Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Arrk Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 7873
Primary ISIN: JP3100050008 Primary SEDOL: 6041649
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Tsujino, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Nakagiri, Satoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Nakanishi, Masaya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Takahashi, Kazushige Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Sakurada, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kamiya, Tatsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Yoshida, Masaaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 12 of 283
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Asahi Broadcasting
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9405
Primary ISIN: JP3116800008 Primary SEDOL: 6054454
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Wada, Shoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Okinaka, Susumu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamamoto, Shinya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Matsuda, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sakai, Shinya Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ozaki, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kobayashi, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Mochida, Shuuzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Yoshida, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 13 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Asahi Broadcasting
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.12 Elect Director Kanazawa, Hajime Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Chihara, Kuniyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Umeda, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.15 Elect Director Ogata, Ken Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
ASKA Pharmaceutical Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4514
Primary ISIN: JP3541200006 Primary SEDOL: 6880820
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Bando Chemical Industries Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 5195
Primary ISIN: JP3779000003 Primary SEDOL: 6075068
Page 14 of 283
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Bando Chemical Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kashiwada, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Tamagaki, Yoshihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nakamura, Kyosuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Matsusaka, Takahiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Bank of Yokohama Ltd.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 8332
Primary ISIN: JP3955400001 Primary SEDOL: 6986449
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Okubo, Chiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Takano, Kengo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Mochizuki, Atsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 15 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Bank of Yokohama Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Koshida, Susumu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Oya, Yasuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kawamura, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Shibuya, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Morio, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Ishida, Osamu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Belluna Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9997
Primary ISIN: JP3835650007 Primary SEDOL: 6070353
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Yasuno, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Yasuno, Yuuichiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 16 of 283
The SEI Japan Equity Fund Votes Against Management Report
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Belluna Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Shishido, Junko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Shimano, Takeo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Oikawa, Masakazu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Shimokawa, Hideshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Bunka Shutter Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 5930
Primary ISIN: JP3831600006 Primary SEDOL: 6152466
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Page 17 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Capcom Co. Ltd.
Meeting Date: 06/16/2014 Country: Japan Meeting Type: Annual Ticker: 9697
Primary ISIN: JP3218900003 Primary SEDOL: 6173694
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Carlit Holdings Co., Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4275
Primary ISIN: JP3205320009 Primary SEDOL: BDD24X4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles To Amend Business Lines Mgmt For Against
Voter Rationale: It is not in shareholders' interest to effectively give the board carte blanche to engage in any lawful business activities.
3.2 Elect Director Tomizawa, Mitsuru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Hirohashi, Kenichi Mgmt For Against
3.4 Elect Director Yamamoto, Hideo Mgmt For Against
4 Appoint Alternate Statutory Auditor Yamamoto, Mgmt For Against Mitsusuke Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control. The outside statutory auditor nominee's affiliation with the company could compromise independence.
Central Japan Railway Co.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 9022
Primary ISIN: JP3566800003 Primary SEDOL: 6183552
Page 18 of 283
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Central Japan Railway Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kasai, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kaneko, Shin Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yoshikawa, Naotoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Osada, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Miyazawa, Katsumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Tanaka, Kimiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Shoji, Hideyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Suyama, Yoshiki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Igarashi, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Cho, Fujio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 19 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Chiba Bank Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8331
Primary ISIN: JP3511800009 Primary SEDOL: 6190563
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Hanashima, Kyoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kimura, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Morimoto, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Nomura, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Taniguchi, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Owaku, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sawai, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Chubu Electric Power Co. Inc.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9502
Primary ISIN: JP3526600006 Primary SEDOL: 6195609
Page 20 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Chubu Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Iwata, Yoshifumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ono, Tomohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Katsuno, Satoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kurata, Chiyoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sakaguchi, Masatoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ban, Kozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Matsuura, Masanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Matsubara, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Watanabe, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 21 of 283
The SEI Japan Equity Fund Votes Against Management Report
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Chuetsu Pulp & Paper Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 3877
Primary ISIN: JP3513400006 Primary SEDOL: 6195706
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kato, Akiyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ubashima, Fumio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Uematsu, Hisashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Furuta, Kiyotaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takagishi, Shin Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kusuhara, Shouichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
CKD Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6407
Primary ISIN: JP3346800000 Primary SEDOL: 6160050
Page 22 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
CKD Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Nozawa, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Tokuda, Shigetomo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Uchinaga, Kyoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Nishio, Tatsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Cleanup Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7955
Primary ISIN: JP3270200003 Primary SEDOL: 6203513
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Inoue, Kyoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kato, Ryoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kojima, Teruo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 23 of 283
The SEI Japan Equity Fund Votes Against Management Report
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Cleanup Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Komatsu, Yuuko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sato, Shigeru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fujimoto, Shinichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Shimazaki, Norio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Daibiru Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8806
Primary ISIN: JP3497200000 Primary SEDOL: 6661672
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Yada, Takeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Nishiguchi, Yoshihiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 24 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daifuku Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6383
Primary ISIN: JP3497400006 Primary SEDOL: 6250025
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kobayashi, Fumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Inohara, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tanaka, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Moriya, Susumu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Honda, shuuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Inoue, Masayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Hiramoto, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Iwamoto, Hidenori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Ozawa, Yoshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 25 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daifuku Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Kimura, Yoshihisa Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Daihatsu Diesel Mfg
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6023
Primary ISIN: JP3497000004 Primary SEDOL: 6250337
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Furukawa, Yoshiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Harada, Takeshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Iwabe, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Nakajima, Ryotaro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Goda, Osamu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamashita, Masafumi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 26 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daihatsu Diesel Mfg
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Kinoshita, Shigeki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Okauchi, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sato, Kazutoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Uemura, Yuuichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Nakano, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Fujita, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Yamada, Hideki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Morita, Kunihiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Fujiwara, Ryuzo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.4 Appoint Statutory Auditor Narano, Ryuichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 27 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daihatsu Diesel Mfg
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Daiichi Kensetsu Corp
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1799
Primary ISIN: JP3474610007 Primary SEDOL: 6255019
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Banzai, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Watabe, kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Nagai, Tsuneo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Anami, Tetsuhiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
DAIICHI KIGENSO KAGAKU-KOGYO CO LTD
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 4082
Primary ISIN: JP3474350000 Primary SEDOL: B03KX18
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Ouchi, Kimio Mgmt For Against
Page 28 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
DAIICHI KIGENSO KAGAKU-KOGYO CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Terada, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Horiuchi, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Dai-ichi Life Insurance Co., Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8750
Primary ISIN: JP3476480003 Primary SEDOL: B601QS4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Tsuyuki, Shigeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishii, Kazuma Mgmt For Against
2.5 Elect Director Asano, Tomoyasu Mgmt For Against
2.6 Elect Director Teramoto, Hideo Mgmt For Against
2.7 Elect Director Sakurai, Kenji Mgmt For Against
2.8 Elect Director Nagahama, Morinobu Mgmt For Against
2.9 Elect Director Funabashi, Haruo Mgmt For Against
3.1 Appoint Statutory Auditor Nagayama, Atushi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Wachi, Takashi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 29 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daiichi Sankyo Co. Ltd.
Meeting Date: 06/23/2014 Country: Japan Meeting Type: Annual Ticker: 4568
Primary ISIN: JP3475350009 Primary SEDOL: B0J7D91
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sato, Yuuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Sakai, Manabu Mgmt For Against
2.4 Elect Director Ogita, Takeshi Mgmt For Against
2.5 Elect Director Hirokawa, Kazunori Mgmt For Against
2.6 Elect Director Hirabayashi, Hiroshi Mgmt For Against
2.7 Elect Director Ishihara, Kunio Mgmt For Against
2.8 Elect Director Manabe, Sunao Mgmt For Against
2.10 Elect Director Toda, Hiroshi Mgmt For Against
Daikin Industries Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6367
Primary ISIN: JP3481800005 Primary SEDOL: 6250724
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Kawamura, Guntaro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tayano, Ken Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Minaka, Masatsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 30 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daikin Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Tomita, Jiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Matsuzaki, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Takahashi, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Frans Hoorelbeke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director David Swift Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Daikoku Denki Co., Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6430
Primary ISIN: JP3483100008 Primary SEDOL: 6548656
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kayamori, Ken Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Nemoto, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Sato, Shingo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 31 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daikoku Denki Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Oue, Seiichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kayamori, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Dainichiseika Colour & Chem Mfg. Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4116
Primary ISIN: JP3492200005 Primary SEDOL: 6250962
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yoshida, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakajo, Kengo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nakamura, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Hanada, Kazuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sannan, Takanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 32 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Dainichiseika Colour & Chem Mfg. Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Hattori, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Sakakibara, Toshiya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Alternate Statutory Auditor Ito, Kimio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
7 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
DaiNippon Screen Mfg. Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7735
Primary ISIN: JP3494600004 Primary SEDOL: 6251028
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Appoint Statutory Auditor Nishikawa, Kenzaburo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
6 Appoint Alternate Statutory Auditor Toyobe, Mgmt For Against Katsuyuki Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
7 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Page 33 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daito Trust Construction Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 1878
Primary ISIN: JP3486800000 Primary SEDOL: 6250508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Uchida, Kanitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Takeuchi, Kei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Daiwa House Industry Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1925
Primary ISIN: JP3505000004 Primary SEDOL: 6251363
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ogawa, Tetsuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishibashi, Tamio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nishimura, Tatsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawai, Katsutomo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 34 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daiwa House Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Ishibashi, Takuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Numata, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Fujitani, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Hama, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Tsuchida, Kazuto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Yamamoto, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Hori, Fukujiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Kosokabe, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Yoshii, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.16 Elect Director Kiguchi, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.17 Elect Director Kamikawa, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 35 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Daiwa House Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.18 Elect Director Kimura, Kazuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.19 Elect Director Shigemori, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Matsumoto, Kuniaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Daiwa Securities Group Inc.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8601
Primary ISIN: JP3502200003 Primary SEDOL: 6251448
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Stock Option Plan and Deep Discount Mgmt For Against Stock Option Plan Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Denso Corp.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 6902
Primary ISIN: JP3551500006 Primary SEDOL: 6640381
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Statutory Auditor Shimmura, Atsuhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Dentsu Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4324
Primary ISIN: JP3551520004 Primary SEDOL: 6416281
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nakamoto, Shoichi Mgmt For Against
2.3 Elect Director Kato, Yuzuru Mgmt For Against
2.4 Elect Director Timothy Andree Mgmt For Against
2.5 Elect Director Sugimoto, Akira Mgmt For Against
2.6 Elect Director Matsushima, Kunihiro Mgmt For Against
2.7 Elect Director Takada, Yoshio Mgmt For Against
2.8 Elect Director Tonouchi, Akira Mgmt For Against
2.9 Elect Director Hattori, Kazufumi Mgmt For Against
2.10 Elect Director Yamamoto, Toshihiro Mgmt For Against
2.11 Elect Director Nishizawa, Yutaka Mgmt For Against
2.12 Elect Director Fukuyama, Masaki Mgmt For Against
Denyo Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6517
Primary ISIN: JP3551600004 Primary SEDOL: 6263777
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Masui, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Shiratori, Shoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Denyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Eto, Yoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yashiro, Teruo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Mizuno, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Sugiyama, Masaru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
DMG Mori Seiki Co. Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6141
Primary ISIN: JP3924800000 Primary SEDOL: 6602563
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Mori, Masahiko Mgmt For Against
Voter Rationale: F&C votes against all directors at the company as this board consists only of insiders. The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
2.2 Elect Director Kondo, Tatsuo Mgmt For Against
2.3 Elect Director Tamai, Hiroaki Mgmt For Against
2.4 Elect Director Takayama, Naoshi Mgmt For Against
2.5 Elect Director Oishi, Kenji Mgmt For Against
3.1 Appoint Statutory Auditor Sato, Hisao Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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DTS Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 9682
Primary ISIN: JP3548500002 Primary SEDOL: 6255699
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Yokoo, Isao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Sakata, Shunichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
East Japan Railway Co.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 9020
Primary ISIN: JP3783600004 Primary SEDOL: 6298542
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ogata, Masaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company in May 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting. The board also should be no larger than 15 directors to enable effective communication.
2.4 Elect Director Fukasawa, Yuuji Mgmt For Against
2.5 Elect Director Yagishita, Naomichi Mgmt For Against
2.6 Elect Director Morimoto, Yuuji Mgmt For Against
2.7 Elect Director Haraguchi, Tsukasa Mgmt For Against
2.8 Elect Director Kawanobe, Osamu Mgmt For Against
2.9 Elect Director Ichinose, Toshiro Mgmt For Against
2.10 Elect Director Sawamoto, Takashi Mgmt For Against
2.11 Elect Director Nakai, Masahiko Mgmt For Against
2.12 Elect Director Umehara, Yasuyoshi Mgmt For Against
Page 39 of 283
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East Japan Railway Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Takahashi, Makoto Mgmt For Against
2.14 Elect Director Fukuda, Yasushi Mgmt For Against
2.15 Elect Director Nishiyama, Takao Mgmt For Against
2.16 Elect Director Eto, Takashi Mgmt For Against
2.17 Elect Director Sasaki, Takeshi Mgmt For Against
2.18 Elect Director Hamaguchi, Tomokazu Mgmt For Against
8 Amend Articles to Require Disclosure of Top SH Against For Five Individual Director Compensation in Proxy Materials Voter Rationale: The amendment may enhance the company's overall reputation for transparency and accountability.
9 Amend Articles to Require At Least Three SH Against For Outsiders on Board of Directors Voter Rationale: This would be a step, albeit a fairly modest one, toward viable, independent board oversight.
Eidai Co., Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7822
Primary ISIN: JP3160840009 Primary SEDOL: B1P9X54
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Yoshikawa, Yasunaga Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kimura, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kumazawa, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Shien, Nobuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 40 of 283
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Eidai Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Uemura, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tabe, Tadamitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ishii, Naoki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Mikami, Keiji Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Electric Power Development Co. (J-Power)
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9513
Primary ISIN: JP3551200003 Primary SEDOL: B02Q328
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Sakanashi, Yoshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Hino, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Watanabe, Toshifumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 41 of 283
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Electric Power Development Co. (J-Power)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Mizunuma, Seigo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takemata, Kuniharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nagashima, Junji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Murayama, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Uchiyama, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Fukuda, Naori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Exedy Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7278
Primary ISIN: JP3161160001 Primary SEDOL: 6250412
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hisakawa, Hidehito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Masaoka, Hisayasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 42 of 283
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Exedy Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Matsuda, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Toyohara, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nakahara, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kojima, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fujimori, Fumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Fukumura, Kagenori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
F T COMMUNICATIONS CO LTD
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 2763
Primary ISIN: JP3166940001 Primary SEDOL: 6589268
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Shimizu, Naoya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishida, Makoto Mgmt For Against
2.5 Elect Director Shigekawa, Haruhiko Mgmt For Against
2.6 Elect Director Yamamoto, Hiroyuki Mgmt For Against
Page 43 of 283
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F T COMMUNICATIONS CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Sasaki, Tsuyoshi Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
FALCO SD HOLDINGS Co Ltd
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 4671
Primary ISIN: JP3802650006 Primary SEDOL: 6354853
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Fanuc Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6954
Primary ISIN: JP3802400006 Primary SEDOL: 6356934
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Yamaguchi, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in May 2014 urging a reform of board independence and to move to a third-independence by 2017 annual shareholders meeting.
3.3 Elect Director Uchida, Hiroyuki Mgmt For Against
3.4 Elect Director Gonda, Yoshihiro Mgmt For Against
3.5 Elect Director Inaba, Kiyonori Mgmt For Against
3.6 Elect Director Matsubara, Shunsuke Mgmt For Against
3.7 Elect Director Noda, Hiroshi Mgmt For Against
Page 44 of 283
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Fanuc Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Kohari, Katsuo Mgmt For Against
3.9 Elect Director Okada, Toshiya Mgmt For Against
3.10 Elect Director Richard E. Schneider Mgmt For Against
3.11 Elect Director Olaf C. Gehrels Mgmt For Against
3.12 Elect Director Ono, Masato Mgmt For Against
Foster Electric Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 6794
Primary ISIN: JP3802800007 Primary SEDOL: 6349008
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Shirakawa, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fudo Tetra Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 1813
Primary ISIN: JP3825600004 Primary SEDOL: 6355005
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Matsuoka, Michio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Okuda, Shinya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 45 of 283
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Fudo Tetra Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Yamashita, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shirakawa, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fuji Electric Co., Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 6504
Primary ISIN: JP3820000002 Primary SEDOL: 6356365
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Okuno, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Abe, Michio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Matsumoto, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Sugai, Kenzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Eguchi, Naoya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kurokawa, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Fuji Electric Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.9 Elect Director Sako, Mareto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Shinozaki, Toshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Fuji Heavy Industries Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7270
Primary ISIN: JP3814800003 Primary SEDOL: 6356406
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kondo, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. As we have written to the company in May 2014, we urge Japanese companies to establish one-third independence on the board by the 2017 AGM.
3.3 Elect Director Mabuchi, Akira Mgmt For Against
3.4 Elect Director Muto, Naoto Mgmt For Against
3.5 Elect Director Takahashi, Mitsuru Mgmt For Against
3.6 Elect Director Tachimori, Takeshi Mgmt For Against
Fuji Kiko Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 7260
Primary ISIN: JP3809600004 Primary SEDOL: 6356503
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Takahashi, Noboru Mgmt For Against
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Fuji Kiko Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Yamazaki, Kiyohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Aozawa, Shigetaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sugimoto, Naoyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takayanagi, Moritaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Itsuki, Noriyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kuwaki, Hajime Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Fuji Machine Mfg. Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6134
Primary ISIN: JP3809200003 Primary SEDOL: 6356592
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Suhara, Shinsuke Mgmt For Against
Page 48 of 283
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Fuji Machine Mfg. Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Takeuchi, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kodama, Seigo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kawai, Takayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tatsumi, Mitsuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
FUJIFILM Holdings Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4901
Primary ISIN: JP3814000000 Primary SEDOL: 6356525
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Tamai, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We have written to the company on this issue in May 2014. By 2017, we urge Japanese companies to establish one-third independence on the board.
2.4 Elect Director Toda, Yuuzo Mgmt For Against
2.5 Elect Director Ishikawa, Takatoshi Mgmt For Against
2.6 Elect Director Sukeno, Kenji Mgmt For Against
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FUJIFILM Holdings Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Furuya, Kazuhiko Mgmt For Against
2.8 Elect Director Asami, Masahiro Mgmt For Against
2.9 Elect Director Yamamoto, Tadahito Mgmt For Against
2.10 Elect Director Kitayama, Teisuke Mgmt For Against
2.11 Elect Director Takahashi, Toru Mgmt For Against
Fujikura Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5803
Primary ISIN: JP3811000003 Primary SEDOL: 6356707
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sato, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Naruse, Hideo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sugo, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Miyagi, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nomura, Yoshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Shiwa, Hideo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Fujikura Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Wada, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Abe, Kenichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Koike, Masato Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Fujitec Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6406
Primary ISIN: JP3818800009 Primary SEDOL: 6356826
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sekiguchi, Iwataro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Narayanapillai Sugumaran Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okada, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shigekane, Hisao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Saeki, Terumichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 51 of 283
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Fujitec Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Ishikawa, Kenichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Fujitsu Frontech Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6945
Primary ISIN: JP3818200002 Primary SEDOL: 6357261
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Matsumori, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Kawakami, Hiromu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Imamura, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Ishioka, Tatsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fujitsu General Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6755
Primary ISIN: JP3818400008 Primary SEDOL: 6364283
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Watanabe, Nobuyuki Mgmt For Against
Page 52 of 283
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Fujitsu General Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Kato, Kazuhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Murashima, Mgmt For Against Toshihiro Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Fujitsu Ltd.
Meeting Date: 06/23/2014 Country: Japan Meeting Type: Annual Ticker: 6702
Primary ISIN: JP3818000006 Primary SEDOL: 6356945
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Mazuka, Michiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Fujita, Masami Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Urakawa, Chikafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Ito, Haruo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Okimoto, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 53 of 283
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Fujitsu Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Furukawa, Tatsuzumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Suda, Miyako Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Kudo, Yoshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Taniguchi, Norihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fukoku Co., Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5185
Primary ISIN: JP3807000009 Primary SEDOL: 6354626
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kawamoto, Taro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kawamoto, Jiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Inohara, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 54 of 283
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Fukoku Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Nakazawa, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Machida, Shoji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fukuda Denshi (Electronics)
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6960
Primary ISIN: JP3806000000 Primary SEDOL: 6357012
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Fukuda, Kotaro Mgmt For Against
Voter Rationale: We welcome the company's decision to appoint an external director to the board for the first time in its history. This is an issue that we have communicated to the company over the years and we value the company implementing our recommendations on corporate governance reform. As a next step, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. By 2017, we urge Japanese companies to establish one-third independence on the board. However, we vote against this nominee for the company's continued failure to put its poison pill renewal to a vote.
1.2 Elect Director Shirai, Daijiro Mgmt For Against
Voter Rationale: The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
Furukawa Electric Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 5801
Primary ISIN: JP3827200001 Primary SEDOL: 6357562
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Furukawa Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Soma, Nobuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tsukamoto, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sato, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Otake, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yasunaga, Tetsuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Amano, Nozomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kozuka, Takamitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Kimura, Takahide Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Ogiwara, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Sakura, Hideo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 56 of 283
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Furukawa Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Appoint Statutory Auditor Koroyasu, Kenji Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
G-7 HOLDINGS Inc
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7508
Primary ISIN: JP3172450003 Primary SEDOL: 6034188
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kinoshita, Norio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kishimoto, Yasumasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Matsuda, Yukitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Okumoto, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Gamecard-Joyco Holdings Inc
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6249
Primary ISIN: JP3282270002 Primary SEDOL: B3NNBT2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Yanagi, Kango Mgmt For Against
Page 57 of 283
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Gamecard-Joyco Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
GRANDY HOUSE CORP
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8999
Primary ISIN: JP3274030000 Primary SEDOL: B0NSG91
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kikuchi, Toshio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Murata, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Hayashi, Yasuro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Saito, Atsuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Sayama, Yasushi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Tani, Hideki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 58 of 283
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GRANDY HOUSE CORP
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Ishikawa, Masayasu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Hayashi, Kazuhisa Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Koiso, Yutaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
GS YUASA CORP.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6674
Primary ISIN: JP3385820000 Primary SEDOL: 6744250
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Yoda, Makoto Mgmt For Against
Voter Rationale: F&C votes against all directors at the company as this board consists only of insiders. The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
2.2 Elect Director Shiina, Koichi Mgmt For Against
2.3 Elect Director Yoshimura, Hideaki Mgmt For Against
2.4 Elect Director Nishida, Kei Mgmt For Against
2.5 Elect Director Kuragaki, Masahide Mgmt For Against
2.6 Elect Director Tatsumi, Shinji Mgmt For Against
2.7 Elect Director Sawada, Masaru Mgmt For Against
Page 59 of 283
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GS YUASA CORP.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Nakagawa, Toshiyuki Mgmt For Against
2.9 Elect Director Bomoto, Toru Mgmt For Against
2.10 Elect Director Konishi, Hirosuke Mgmt For Against
2.11 Elect Director Murao, Osamu Mgmt For Against
Gunma Bank Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8334
Primary ISIN: JP3276400003 Primary SEDOL: 6398088
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kibe, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takai, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Tsunoda, Hisao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kimura, Takaya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tsukui, Isamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kurihara, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 60 of 283
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Gunma Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Horie, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Fukai, Akihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Minami, Shigeyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Hirasawa, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Kanai, Yuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Hagiwara, Yoshihiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Fukushima, Kaneo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
H2O Retailing Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8242
Primary ISIN: JP3774600005 Primary SEDOL: 6408705
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Araki, Naoya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 61 of 283
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H2O Retailing Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Shijo, Haruya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sumi, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Senno, Kazutoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Uchiyama, Keiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Wada, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Mori, Tadatsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Hayashi, Katsuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Kuromatsu, Hiroyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hachijuni Bank Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 8359
Primary ISIN: JP3769000005 Primary SEDOL: 6400626
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hachijuni Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hamamura, Kunio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Appoint Statutory Auditor Miyashita, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hamakyorex
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 9037
Primary ISIN: JP3771150004 Primary SEDOL: 6051444
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yamazaki, Hiroyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Uchiyama, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakane, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hibino, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Sugiyama, Toshiaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Fujita, Mgmt For Against Masaharu Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 63 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hamakyorex
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Happinet Corp.
Meeting Date: 06/21/2014 Country: Japan Meeting Type: Annual Ticker: 7552
Primary ISIN: JP3770300006 Primary SEDOL: 6042675
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kawashima, Haruo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ishikawa, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Asatsu, Hideo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Enomoto, Seiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Suzuki, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takahashi, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 64 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Haruyama Trading Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7416
Primary ISIN: JP3773600006 Primary SEDOL: 6419815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Haruyama, Masashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ito, Taku Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Okabe, Katsuyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Elect Alternate Director Kishida, Takeshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Haseko Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1808
Primary ISIN: JP3768600003 Primary SEDOL: 6414401
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Nishino, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 65 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Haseko Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shimada, Morio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Yoshida, Ryuichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kitamura, Kinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Tani, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tsunematsu, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hirano, Fujio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hazama Ando Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1719
Primary ISIN: JP3767810009 Primary SEDOL: 6687991
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Ono, Toshio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 66 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hazama Ando Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Nomura, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Higo, Mitsuaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kaneko, Haruyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ueno, Hisanori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yamazaki, Hikari Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kojima, Hidekazu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kinoshita, Hisayoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Sugimoto, Fumio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Fukunishi, Kiyoka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 67 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hazama Ando Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Baba, Yoshihiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hino Motors Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 7205
Primary ISIN: JP3792600003 Primary SEDOL: 6428305
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Ichikawa, Masakazu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Ichihashi, Yasuhiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Wagu, Kenji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Ojima, Koichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kokaji, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Suzuki, Kenji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 68 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hino Motors Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Kajikawa, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Mita, Susumu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hirose Electric Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6806
Primary ISIN: JP3799000009 Primary SEDOL: 6428725
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Hisamitsu Pharmaceutical Co. Inc.
Meeting Date: 05/22/2014 Country: Japan Meeting Type: Annual Ticker: 4530
Primary ISIN: JP3784600003 Primary SEDOL: 6428907
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Nakatomi, Hirotaka Mgmt For Against
Voter Rationale: F&C votes against all directors at the company as this board consists only of insiders. The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
Page 69 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hisamitsu Pharmaceutical Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nakatomi, Kazuhide Mgmt For Against
2.3 Elect Director Akiyama, Tetsuo Mgmt For Against
2.4 Elect Director Sugiyama, Kosuke Mgmt For Against
2.5 Elect Director Tsuruta, Toshiaki Mgmt For Against
2.6 Elect Director Higo, Naruhito Mgmt For Against
2.7 Elect Director Kabashima, Mitsumasa Mgmt For Against
2.8 Elect Director Takao, Shinichiro Mgmt For Against
2.9 Elect Director Saito, Kyu Mgmt For Against
2.10 Elect Director Tsutsumi, Nobuo Mgmt For Against
2.11 Elect Director Murayama, Shinichi Mgmt For Against
3 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Hitachi Koki Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 6581
Primary ISIN: JP3787400005 Primary SEDOL: 6429182
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Yoshimizu, Chikai Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Tanaka, Yoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 70 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hitachi Koki Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Yoshida, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yoshinari, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Fukui, Yasushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Sakuma, Shoichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Hitachi Zosen Fukui Corp
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 6163
Primary ISIN: JP3160830000 Primary SEDOL: B1G61K5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Soda, Seiichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Hatanaka, Norio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 71 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hitachi Zosen Fukui Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kakimoto, Seiichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Hata, Tsutae Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Miyagawa, Tetsuro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Azuma, Mitsunobu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ito, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hokkan Holdings Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5902
Primary ISIN: JP3846600009 Primary SEDOL: 6431109
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kudo, Tsunenobu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 72 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Hokkan Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yamazaki, Setsumasa Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ikeda, Kosuke Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kubota, Hirokazu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Fujimoto, Ryoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Koike, Akio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takeda, Takuya Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Ando, Nobuhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Hokuhoku Financial Group Inc.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8377
Primary ISIN: JP3842400008 Primary SEDOL: 6683591
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Hokuhoku Financial Group Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Mugino, Hidenori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sasahara, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakano, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Morita, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nikaido, Hirotaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Oshima, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hokuriku Electrical Construction Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1930
Primary ISIN: JP3845000003 Primary SEDOL: 6433279
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Ikeda, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Hokuriku Electrical Construction Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Onishi, Mitsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Okamoto, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Taniguchi, Shigenobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Tamura, Toshitaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tsuji, Shozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tsurutani, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Haguro, Toshioi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hongo, Hironao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Minabe, Mitsuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Muranishi, Kinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Morimoto, Seiichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Hokuriku Electrical Construction Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Honda Motor Co. Ltd.
Meeting Date: 06/13/2014 Country: Japan Meeting Type: Annual Ticker: 7267
Primary ISIN: JP3854600008 Primary SEDOL: 6435145
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Iwamura, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. We urge the company to have one-third (33%) of board members to be independent directors by the 2017 AGM. We communicated our views in a joint-investor letter in May to the company.
2.4 Elect Director Yamamoto, Takashi Mgmt For Against
2.5 Elect Director Yamamoto, Yoshiharu Mgmt For Against
2.6 Elect Director Nonaka, Toshihiko Mgmt For Against
2.7 Elect Director Yoshida, Masahiro Mgmt For Against
2.8 Elect Director Kuroyanagi, Nobuo Mgmt For Against
2.10 Elect Director Shiga, Yuuji Mgmt For Against
2.11 Elect Director Takeuchi, Kohei Mgmt For Against
2.12 Elect Director Aoyama, Shinji Mgmt For Against
2.13 Elect Director Kaihara, Noriya Mgmt For Against
Idemitsu Kosan Co., Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 5019
Primary ISIN: JP3142500002 Primary SEDOL: B1FF8P7
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Idemitsu Kosan Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Kuniyasu, Takanori Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
IHI Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7013
Primary ISIN: JP3134800006 Primary SEDOL: 6466985
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nakamura, Fusayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Degawa, Sadao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sekido, Toshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sakamoto, Joji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Terai, Ichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Iwamoto, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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IHI Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Hamamura, Hiromitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Yoshida, Eiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Okamura, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Mitsuoka, Tsugio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Otani, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Abe, Akinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Inabata & Co., Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8098
Primary ISIN: JP3146000009 Primary SEDOL: 6461601
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Otsuki, Nobuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Nishimura, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Inabata & Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Suganuma, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Akao, Toyohiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yokota, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Sato, Tomohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Fukubayashi, Kenjiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Inabata, Katsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Information Service International - Dentsu, Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 4812
Primary ISIN: JP3551530003 Primary SEDOL: 6295974
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Fukuyama, Akihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ichikawa, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Information Service International - Dentsu, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Uehara, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Umezawa, Konosuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshimoto, Atsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kobayashi, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Horisawa, Shin Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Toya, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Tani, Atsushi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Nagano, Mgmt For Against Mitsuru Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Innotech Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 9880
Primary ISIN: JP3147800001 Primary SEDOL: 6462530
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kaburagi, Yosuke Mgmt For Against
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Innotech Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takahashi, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Otsuka, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tanahashi, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mabuchi, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kawashima, Ryoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Murase, Mitsumasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Inui Steamship Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9113
Primary ISIN: JP3146400001 Primary SEDOL: 6465863
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Abe, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Inui Steamship Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Maeda, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Alternate Statutory Auditor Kiyota, Mgmt For Against Masahiro Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
IT Holdings Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 3626
Primary ISIN: JP3104890003 Primary SEDOL: B2Q4CR0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kuwano, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Morita, Shigeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takizawa, koju Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawasaki, Kazunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kato, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Itochu Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 8001
Primary ISIN: JP3143600009 Primary SEDOL: 6467803
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kobayashi, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Seki, Tadayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Aoki, Yoshihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takayanagi, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yoshida, Tomofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Okamoto, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Shiomi, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Fukuda, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Yonekura, Eiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Itochu Techno-Solutions Corp.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 4739
Primary ISIN: JP3143900003 Primary SEDOL: 6200194
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ikeda, Shuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Matsushima, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Matsuzawa, Masaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takatori, Shigemitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Susaki, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Shirota, Katsuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Okubo, Tadataka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Noda, Shunsuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Itoham Foods Inc.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 2284
Primary ISIN: JP3144400003 Primary SEDOL: 6467900
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Ishii, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Ikeuchi, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Shibayama, Ikuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Ito, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Ichida, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Misono, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
J. Front Retailing Co. Ltd.
Meeting Date: 05/22/2014 Country: Japan Meeting Type: Annual Ticker: 3086
Primary ISIN: JP3386380004 Primary SEDOL: B23TC12
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yoshimoto, Tatsuya Mgmt For Against
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J. Front Retailing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Makiyama, Kozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kobayashi, Yasuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Hayashi, Toshiyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Fujino, Haruyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Japan AirLines Co. Ltd.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 9201
Primary ISIN: JP3705200008 Primary SEDOL: B8BRV46
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Sato, Nobuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kamikawa, Hirohide Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Okawa, Junko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Japan AirLines Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Fujita, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Saito, Norikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Japan Petroleum Exploration Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 1662
Primary ISIN: JP3421100003 Primary SEDOL: 6711696
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Hyodo, Motofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Nakajima, Norio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Japan Tobacco Inc
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 2914
Primary ISIN: JP3726800000 Primary SEDOL: 6474535
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Japan Tobacco Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Shingai, Yasushi Mgmt For Against
3.4 Elect Director Okubo, Noriaki Mgmt For Against
3.5 Elect Director Saeki, Akira Mgmt For Against
3.6 Elect Director Miyazaki, Hideki Mgmt For Against
6 Authorize Share Repurchase of Up To 200 SH Against For Million Shares in the Coming Year Voter Rationale: A vote FOR this proposal is recommended because the proposed authorization would not bind Japan Tobacco to actually repurchase any shares, and therefore, there are no viable reasons why the request would be disadvantageous to shareholders.
7 Amend Articles to Allow Binding Shareholder SH Against For Meeting Resolutions on Cancellation of Treasury Shares Voter Rationale: A vote FOR this proposal is recommended because the shareholder proposal would increase shareholder say in the company's capital management.
8 Cancel the Company's Treasury Shares SH Against For
Voter Rationale: A vote FOR this proposal is recommended because cancellation of shares should not negatively impact JT's equity financing ability for strategic options, the company fails to present any specific plans to use its treasury shares, and cancellation of treasury shares will generally reduce shareholder concern about dilution.
JCR Pharmaceuticals Co., Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 4552
Primary ISIN: JP3701000006 Primary SEDOL: 6467591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Nishino, Katsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Tachibana, Katsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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JCR Pharmaceuticals Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Suzuki, Tatsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yoshimoto, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Philippe Fauchet Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Sugimoto, Shunjiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
JFE Holdings, Inc.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 5411
Primary ISIN: JP3386030005 Primary SEDOL: 6543792
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Hayashida, Eiji Mgmt For Against
Voter Rationale: The board should recruit independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company in May 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting..
3.3 Elect Director Okada, Shinichi Mgmt For Against
3.4 Elect Director Ashida, Akimitsu Mgmt For Against
3.5 Elect Director Maeda, Masafumi Mgmt For Against
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JGC Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1963
Primary ISIN: JP3667600005 Primary SEDOL: 6473468
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ishizuka, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamazaki, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Akabane, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Miura, Hideaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sato, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Miyoshi, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Suzuki, Masanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
JK Holdings Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9896
Primary ISIN: JP3389570007 Primary SEDOL: 6570187
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JK Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yoshida, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ogawa, Akinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kuroiwa, Kota Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Watanabe, Shoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Narita, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Azuma, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Justsystems Corp
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 4686
Primary ISIN: JP3388450003 Primary SEDOL: 6079792
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Fukura, Tomoaki Mgmt For Against
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Justsystems Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Naito, Okito Mgmt For Against
1.3 Elect Director Ideno, Tomohide Mgmt For Against
1.4 Elect Director Miki, Masayuki Mgmt For Against
1.5 Elect Director Sekinada, Kyotaro Mgmt For Against
JVC Kenwood Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6632
Primary ISIN: JP3386410009 Primary SEDOL: B3CY5L6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Eguchi, Shoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Aigami, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kurihara, Naokazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Tamura, Seiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Kaga Electronics
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8154
Primary ISIN: JP3206200002 Primary SEDOL: 6480758
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Kaga Electronics
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Tanaka, Yuuichiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kajima Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1812
Primary ISIN: JP3210200006 Primary SEDOL: 6481320
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Nakamura, Mitsuyoshi Mgmt For Against
Voter Rationale: F&C votes against all directors at the company as this board consists only of insiders. The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
2.2 Elect Director Kaneko, Hiroshi Mgmt For Against
2.3 Elect Director Hinago, Takashi Mgmt For Against
2.4 Elect Director Ishikawa, Hiroshi Mgmt For Against
2.5 Elect Director Takano, Hironobu Mgmt For Against
2.6 Elect Director Hiraizumi, Nobuyuki Mgmt For Against
2.7 Elect Director Kajima, Shoichi Mgmt For Against
2.8 Elect Director Kayano, Masayasu Mgmt For Against
3.1 Appoint Statutory Auditor Nakamura, Kinro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Kakaku.com Inc
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 2371
Primary ISIN: JP3206000006 Primary SEDOL: 6689533
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Hata, Shonosuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Ieuji, Taizo Mgmt For Against
3.5 Elect Director Fujiwara, Kenji Mgmt For Against
3.6 Elect Director Uemura, Hajime Mgmt For Against
3.7 Elect Director Yuuki, Shingo Mgmt For Against
3.8 Elect Director Murakami, Atsuhiro Mgmt For Against
3.9 Elect Director Matsumoto, Oki Mgmt For Against
3.11 Elect Director Akiyama, Ryuuhei Mgmt For Against
Kamei Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8037
Primary ISIN: JP3219400003 Primary SEDOL: 6482550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Takahashi, Kiyomitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Omachi, Masafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kamigumi Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9364
Primary ISIN: JP3219000001 Primary SEDOL: 6482668
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Makita, Hideo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Hirase, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Saeki, Kuniharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tahara, Norihito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Horiuchi, Toshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ichihara, Yoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Murakami, Katsumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Kandenko Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 1942
Primary ISIN: JP3230600003 Primary SEDOL: 6483586
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Kandenko Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Abe, Hideto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Arai, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kitayama, Shinichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kinoshita, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Goto, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Serizawa, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Terauchi, Haruhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nagayama, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Nomura, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Hasegawa, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kandenko Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Morito, Yoshimi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Nakamura, Kenichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Yamaguti, Takehiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kanematsu Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8020
Primary ISIN: JP3217100001 Primary SEDOL: 6483467
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hasegawa, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Murao, Tetsuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Gunji, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sakuyama, Nobuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Ito, Michishiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Kansai Electric Power Co. Inc.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9503
Primary ISIN: JP3228600007 Primary SEDOL: 6483489
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Ikoma, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Toyomatsu, Hideki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kagawa, Jiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Iwane, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Hashimoto, Noriaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Mukae, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Doi, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Iwatani, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Yashima, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kansai Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.12 Elect Director Sugimoto, Yasushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Shirai, Ryohei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.16 Elect Director Okihara, Takamune Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
19 Amend Articles to Require Individual Breakdown SH Against For in Disclosure of Director Pay Voter Rationale: A vote FOR this shareholder proposal is recommended because the amendment may enhance the company's overall reputation for transparency and accountability.
Kawasaki Heavy Industries, Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7012
Primary ISIN: JP3224200000 Primary SEDOL: 6484620
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Matsuoka, Kyohei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Takata, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Iki, Joji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Inoue, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kawasaki Heavy Industries, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kanehana, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Makimura, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Murakami, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Ishikawa, Munenori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Hida, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Kiyama, Shigehiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Tomida, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Shibahara, Takafumi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kawasaki Kisen Kaisha Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 9107
Primary ISIN: JP3223800008 Primary SEDOL: 6484686
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Kawasaki Kisen Kaisha Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Murakami, Eizo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Torizumi, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Aoki, Hiromichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamauchi, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Toriyama, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nakagawa, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Tsutsumi, Norio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
KDDI Corporation
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 9433
Primary ISIN: JP3496400007 Primary SEDOL: 6248990
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KDDI Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Morozumi, Hirofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. We wrote to the company in May 2014 urging Japanese companies to establish one-third independence on the board by 2017 AGM.
2.4 Elect Director Takahashi, Makoto Mgmt For Against
2.5 Elect Director Ishikawa, Yuuzo Mgmt For Against
2.6 Elect Director Inoue, Masahiro Mgmt For Against
2.7 Elect Director Yuasa, Hideo Mgmt For Against
2.8 Elect Director Fukuzaki, Tsutomu Mgmt For Against
2.9 Elect Director Tajima, Hidehiko Mgmt For Against
2.10 Elect Director Uchida, Yoshiaki Mgmt For Against
2.11 Elect Director Kuba, Tetsuo Mgmt For Against
2.12 Elect Director Kodaira, Nobuyori Mgmt For Against
3 Appoint Statutory Auditor Kobayashi, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Keyence Corp.
Meeting Date: 06/12/2014 Country: Japan Meeting Type: Annual Ticker: 6861
Primary ISIN: JP3236200006 Primary SEDOL: 6490995
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For Against Dividend of JPY 30 Voter Rationale: The proposed dividend is too low. The board should ensure cash is utilised efficiently to maximise returns for shareholders. The payout ratio has been consistently low for many years, and the company has never provided a satisfactory explanation.
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Kinden Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 1944
Primary ISIN: JP3263000006 Primary SEDOL: 6492924
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Fujita, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kawaguchi, Mitsunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kawagoe, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Urashima, Sumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Maeda, Hidetaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ishida, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Onishi, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kobayashi, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Matsuo, Shiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kinden Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Statutory Auditor Satake, Ikuzo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kintetsu World Express, Inc.
Meeting Date: 06/17/2014 Country: Japan Meeting Type: Annual Ticker: 9375
Primary ISIN: JP3262900008 Primary SEDOL: 6282211
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ueno, Hirohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tomiyama, Joji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hoshiai, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Watarai, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mori, Kazuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Aikawa, Shinya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Mitsuhashi, Yoshinobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kintetsu World Express, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.10 Elect Director Kase, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Torii, Nobutoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Hirata, Keisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Takahashi, Katsufumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Kobayashi, Tetsuya Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Alternate Statutory Auditor Okazaki, Mgmt For Against Hiroyuki Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kissei Pharmaceutical Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4547
Primary ISIN: JP3240600001 Primary SEDOL: 6494061
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Akahane, Masuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Sato, Hiroe Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kissei Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Isaji, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Fukushima, Keiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Furihata, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Asakawa, Takuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Hashimoto, Kaname Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Takehana, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director So, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Kanai, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Takayama, Tetsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Shimizu, Shigetaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Komatsu Ltd.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 6301
Primary ISIN: JP3304200003 Primary SEDOL: 6496584
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Fujitsuka, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takamura, Fujitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shinozuka, Hisashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kuromoto, Kazunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mori, Masanao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Oku, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Komori Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6349
Primary ISIN: JP3305800009 Primary SEDOL: 6496658
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Komori Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles To Transfer Authority to Preside Mgmt For Against over Board Meetings from President to Chairman - Authorize Board to Determine Income Allocation Voter Rationale: It is not in shareholders' interest to allow the company to determine income allocation at the board's discretion.
4.2 Elect Director Mochida, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.3 Elect Director Saito, Kazunori Mgmt For Against
4.4 Elect Director Kondo, Makoto Mgmt For Against
4.5 Elect Director Kajita, Eiji Mgmt For Against
4.6 Elect Director Matsuno, Koichi Mgmt For Against
4.7 Elect Director Yoshikawa, Masamitsu Mgmt For Against
Konoike Transport Co., Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 9025
Primary ISIN: JP3288970001 Primary SEDOL: B99HH03
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Fujiwara, Kazumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Shimizu, Tadayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Mizutani, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Konoike Transport Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Aiba, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kawashima, Toshikata Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Nakayama, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
4 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Krosaki Harima Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5352
Primary ISIN: JP3272400007 Primary SEDOL: 6498007
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hamamoto, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Tsuneoka, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Krosaki Harima Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Kuroda, Kotaro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ishimaru, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tanaka, Yasuto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takata, Shuzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Tanaka, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Kubota Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6326
Primary ISIN: JP3266400005 Primary SEDOL: 6497509
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Kimata, Masatoshi Mgmt For Against
Voter Rationale: The board should include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
1.3 Elect Director Kubo, Toshihiro Mgmt For Against
1.4 Elect Director Kimura, Shigeru Mgmt For Against
1.5 Elect Director Ogawa, Kenshiro Mgmt For Against
1.6 Elect Director Kitao, Yuuichi Mgmt For Against
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Kubota Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Appoint Statutory Auditor Sakamoto, Satoru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Fukuyama, Toshikazu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kyodo Printing Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7914
Primary ISIN: JP3252800002 Primary SEDOL: 6498308
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Inagi, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Fujimori, Yoshiaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Miyoshi, Mikio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Shimizu, Ichiji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Osawa, Haruo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kyodo Printing Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Hitomi, Minoru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ido, Kazuyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Okubo, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Saito, Fumitaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Imamura, Toshio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kajiyama, Masayoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Watanabe, Hidenori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Satomura, Kenji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Kumii, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 112 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Kyodo Printing Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Ogasawara, Makoto Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Ito, Tetsuro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kyowa Leather Cloth Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 3553
Primary ISIN: JP3256400007 Primary SEDOL: 6499505
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Yamazaki, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Suga, Tamaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Horie, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Hirao, Sadayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sezaki, Shoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Fujisaka, Kazuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 113 of 283
The SEI Japan Equity Fund Votes Against Management Report
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Kyowa Leather Cloth Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Masuda, Yoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kawabata, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Sawane, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Oishi, Nobuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Nakamura, Naoyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Amano, Toshiki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yokohori, Yoichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Kyudenko Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 1959
Primary ISIN: JP3247050002 Primary SEDOL: 6499969
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Araki, Toshihiro Mgmt For Against
Page 114 of 283
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Kyudenko Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ino, Seiki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kakimoto, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ueda, Saiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Higaki, Hironori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamashita, Yukiharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Takei, Hideki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Ishibashi, Kazuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kitamura, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Hashida, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Watanabe, Akiyoshi Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Page 115 of 283
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Kyushu Electric Power Co. Inc.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9508
Primary ISIN: JP3246400000 Primary SEDOL: 6499806
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.3 Elect Director Yamamoto, Haruyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Chinzei, Masanao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Yoshizako, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Sato, Naofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.7 Elect Director Aramaki, Tomoyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.8 Elect Director Hirata, Sojuu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.9 Elect Director Oshima, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.10 Elect Director Izaki, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.11 Elect Director Yakushinji, Hideomi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 116 of 283
The SEI Japan Equity Fund Votes Against Management Report
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Kyushu Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.12 Elect Director Sasaki, Yuzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Leopalace21 Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8848
Primary ISIN: JP3167500002 Primary SEDOL: 6598424
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Miyama, Tadahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Sekiya, Yuzuru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Tajiri, Kazuto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Miike, Yoshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kimura, Ko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Harada, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Taya, Tetsuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 117 of 283
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Maeda Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 1824
Primary ISIN: JP3861200008 Primary SEDOL: 6554705
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ejiri, Masayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Fukuta, Kojiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kakinuma, Akihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Maeda, Soji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nagao, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hayasaka, Yoshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sekimoto, Shogo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Shoji, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Kawanobe, Masakazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 118 of 283
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Maeda Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.11 Elect Director Adachi, Hiromi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Watanabe, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Maezawa Kasei Industries Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7925
Primary ISIN: JP3860250004 Primary SEDOL: 6559476
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kubota, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Yashiro, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sumitomo, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kubo, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ito, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 119 of 283
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Maezawa Kyuso Industries Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6485
Primary ISIN: JP3860300007 Primary SEDOL: 6554415
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Sato, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Yamamoto, Haruki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hori, Toshiya Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Murata, Hideaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Taniai, Yuuichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Marubeni Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 8002
Primary ISIN: JP3877600001 Primary SEDOL: 6569464
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Marubeni Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Ota, Michihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Akiyoshi, Mitsuru Mgmt For Against
1.5 Elect Director Yamazoe, Shigeru Mgmt For Against
1.6 Elect Director Kawai, Shinji Mgmt For Against
1.7 Elect Director Tanaka, Kazuaki Mgmt For Against
1.8 Elect Director Matsumura, Yukihiko Mgmt For Against
1.9 Elect Director Terakawa, Akira Mgmt For Against
1.10 Elect Director Takahara, Ichiro Mgmt For Against
1.11 Elect Director Kitabata, Takao Mgmt For Against
Voter Rationale: In the absence of a persuasive rationale for Kitabata's presence on the board, on balance, his appointment would not be in the interests of shareholders.
Marubun Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7537
Primary ISIN: JP3877500003 Primary SEDOL: 6526500
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Iwamoto, Kazuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Aihara, Shuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Watanabe, Yasuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 121 of 283
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Marubun Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Marui Group Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8252
Primary ISIN: JP3870400003 Primary SEDOL: 6569527
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sato, Motohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakamura, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Wakashima, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ishii, Tomo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Takimoto, Toshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Fuse, Nariaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Sasaki, Hajime Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 122 of 283
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Marui Group Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Maruichi Steel Tube Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 5463
Primary ISIN: JP3871200006 Primary SEDOL: 6569505
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Horikawa, Daiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Shozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Meguro, Yoshitaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takasago, Yoshifumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nakano, Kenjiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mazda Motor Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7261
Primary ISIN: JP3868400007 Primary SEDOL: 6900308
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Mazda Motor Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.3 Elect Director Marumoto, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Appoint Statutory Auditor Kawamura, Hirofumi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Medipal Holdings Corp
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 7459
Primary ISIN: JP3268950007 Primary SEDOL: 6782090
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Yoda, Toshihide Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Sakon, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Chofuku, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Hasegawa, Takuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Watanabe, Shinjiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Medipal Holdings Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.8 Elect Director Orime, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Meidensha Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6508
Primary ISIN: JP3919800007 Primary SEDOL: 6575900
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Ando, Toshihiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Appoint Alternate Statutory Auditor Uzawa, Mgmt For Against Akiomi Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Meiji Holdings Co Ltd
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 2269
Primary ISIN: JP3918000005 Primary SEDOL: B60DQV3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Hirahara, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Meiji Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Saza, Michiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Furuta, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Iwashita, Shuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kawamura, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kobayashi, Daikichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Minebea Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6479
Primary ISIN: JP3906000009 Primary SEDOL: 6642406
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Ministop Co. Ltd.
Meeting Date: 05/22/2014 Country: Japan Meeting Type: Annual Ticker: 9946
Primary ISIN: JP3905950006 Primary SEDOL: 6583851
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Ministop Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Miyashita, Naoyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Maeda, Akihiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Ozeki, Satoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Hotta, Masashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Oike, Manabu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Shimizu, Takato Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Misawa Homes Co Ltd
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1722
Primary ISIN: JP3885010003 Primary SEDOL: 6652676
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Tachibana, Teiji Mgmt For Against
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Misawa Homes Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Isogai, Masashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hirata, Toshitsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tanaka, Hiroomi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yokota, Sumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sakuo, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tokai, Takeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Goto, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mitani
Meeting Date: 06/13/2014 Country: Japan Meeting Type: Annual Ticker: 8066
Primary ISIN: JP3886800006 Primary SEDOL: 6596473
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Yamamoto, Yoshitaka Mgmt For Against
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Mitani
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yamamoto, Katsunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Sugahara, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sano, Toshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yamazaki, Yukio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Mitsubishi Gas Chemical Co. Inc.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 4182
Primary ISIN: JP3896800004 Primary SEDOL: 6596923
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Watanabe, Takayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Sakai, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsubishi Gas Chemical Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Sugita, Katsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yamane, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kawa, Kunio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Hayashi, Katsushige Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Jono, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Inamasa, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Nihei, Yoshimasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Hata, Jin Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Kimura, Takashi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsubishi Heavy Industries, Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7011
Primary ISIN: JP3900000005 Primary SEDOL: 6597067
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Mitsubishi Heavy Industries, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Maekawa, Atsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kujirai, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mizutani, Hisakazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nojima, Tatsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Funato, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kodama, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kimura, Kazuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Kojima, Yorihiko Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mitsubishi Motors Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 7211
Primary ISIN: JP3899800001 Primary SEDOL: 6598446
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Mitsubishi Motors Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Harunari, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakao, Ryuugo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Uesugi, Gayuu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Aoto, Shuuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Hattori, Toshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Izumisawa, Seiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Sasaki, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Tabata, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Ando, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Miyanaga, Shunichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsubishi Motors Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.14 Elect Director Niinami, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Nagayasu, Katsunori Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonuses and Special Mgmt For Against Payments in Connection with Abolition of Retirement Bonus System Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
6 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Mitsubishi Tanabe Pharma Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 4508
Primary ISIN: JP3469000008 Primary SEDOL: 6870984
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Mitsuka, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakamura, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kobayashi, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ishizaki, Yoshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsubishi Tanabe Pharma Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kosakai, Kenkichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hattori, Shigehiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Yanagisawa, Kenichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsubishi UFJ Financial Group
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8306
Primary ISIN: JP3902900004 Primary SEDOL: 6335171
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Wakabayashi, Tatsuo Mgmt For Against
Voter Rationale: While we recognise the steps taken to improve board independence, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in May 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
2.4 Elect Director Tanaka, Masaaki Mgmt For Against
2.5 Elect Director Yuuki, Taihei Mgmt For Against
2.6 Elect Director Kagawa, Akihiko Mgmt For Against
2.7 Elect Director Kuroda, Tadashi Mgmt For Against
2.8 Elect Director Nagaoka, Takashi Mgmt For Against
2.9 Elect Director Okamoto, Junichi Mgmt For Against
2.10 Elect Director Noguchi, Hiroyuki Mgmt For Against
2.12 Elect Director Araki, Ryuuji Mgmt For Against
Voter Rationale: .
2.13 Elect Director Okamoto, Kunie Mgmt For Against
2.14 Elect Director Kawamoto, Yuuko Mgmt For Against
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Mitsubishi UFJ Financial Group
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Sato, Yukihiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsui & Co.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 8031
Primary ISIN: JP3893600001 Primary SEDOL: 6597302
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 Amend Articles to Delete Provision that SH Against For Authorizes Share Buybacks at Board's Discretion
Voter Rationale: A vote FOR this proposal is recommended because this change is proposed in connection with the proposed share repurchase authority, effective during the year following this meeting, which merits shareholder support.
13 Authorize Share Repurchase of up to 120 Million SH Against For Shares in the Coming Year Voter Rationale: A vote FOR this proposal is recommended because the proposed authorization would not bind Mitsui & Co. to actually repurchase any shares, and therefore, there are no viable reasons why the request would be disadvantageous to shareholders.
Mitsui Chemicals Inc.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 4183
Primary ISIN: JP3888300005 Primary SEDOL: 6597368
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Omura, Yasuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Koshibe, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsui Chemicals Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Kubo, Masaharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Isayama, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Ayukawa, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ueki, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Koga, Yoshinori Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsui Engineering & Shipbuilding Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7003
Primary ISIN: JP3891600003 Primary SEDOL: 6597380
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Okada, Masafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamamoto, Takaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Komine, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsui Engineering & Shipbuilding Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Minoda, Shinsuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Fukuda, Norihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Hiraiwa, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Doi, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Nishihata, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Tsubokawa, Takehiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Nakamura, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Kishimoto, Yasuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Nippo, Shinsuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Tokuhisa, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsui High-tec Inc.
Meeting Date: 04/17/2014 Country: Japan Meeting Type: Annual Ticker: 6966
Primary ISIN: JP3892400007 Primary SEDOL: 6597432
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Maruoka, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Tsujimoto, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kobayashi, Katsuichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kuriyama, Masanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ishimatsu, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Shirakawa, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sakaue, Takanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Suzuki, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 138 of 283
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Mitsui Sugar Co. Ltd
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 2109
Primary ISIN: JP3890400009 Primary SEDOL: 6597562
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tako, Yuutaro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nomura, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Mikayama, Hideyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shoji, Hidehiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Maeda, Kaoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hattori, Haruyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Hayashi, Yoichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Iijima, Ichiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Miura Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6005
Primary ISIN: JP3880800002 Primary SEDOL: 6597777
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Miura Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Takahashi, Yuuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Seriguchi, Yoshihisa Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Noguchi, Akihiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Hosokawa, Kimiaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ochi, Yasuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fukushima, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tange, Seigo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nishihara, Masakatsu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 140 of 283
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Miura Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Miyauchi, Daisuke Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Morimatsu, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kojima, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mizuho Financial Group Inc.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8411
Primary ISIN: JP3885780001 Primary SEDOL: 6591014
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For Against Dividend of JPY 3.5 Voter Rationale: The alternative proposal on dividends in Item 5 by Yamanaka and his allies merits support.
5 Approve Alternate Income Allocation, with a SH Against For Final Dividend of JPY 5 Voter Rationale: The JPY 5 alternative dividend does not appear so excessive that it would harm the company's long-term financial health.
7 Amend Articles to Require Company to Urge SH Against For Subsidiaries Owning Shares in Allied Firms to Vote Shares Appropriately Voter Rationale: Constructive, well-considered voting serves the interests of both the shareholder and the portfolio company. We believe this is appropriate considering the new Japan Stewardship Code which urges Japanese institutional investors to play an active shareholder role.
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Mochida Pharmaceutical Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4534
Primary ISIN: JP3922800002 Primary SEDOL: 6598004
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Aoki, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Isomura, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kono, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sagisaka, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sakata, Chuu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hirata, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nakamura, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sakaki, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Ogawa, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Murata Manufacturing Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6981
Primary ISIN: JP3914400001 Primary SEDOL: 6610403
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Fujita, Yoshitaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nabtesco Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6268
Primary ISIN: JP3651210001 Primary SEDOL: 6687571
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Mishiro, Yosuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Sakamoto, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Aoi, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Osada, Nobutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nakamura, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nabtesco Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Sakai, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yoshikawa, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Fujiwara, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
NAFCO CO. LTD.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 2790
Primary ISIN: JP3651160008 Primary SEDOL: 6712815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Fukumoto, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kimura, Moriyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Suematsu, Yasuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
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Nakayo Telecommunications
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6715
Primary ISIN: JP3646800007 Primary SEDOL: 6620877
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Hagane, Yasufumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Mayuzumi, Yoshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kiyoku, Haruyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ishikawa, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kita, Toshiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Namura Shipbuilding Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7014
Primary ISIN: JP3651400008 Primary SEDOL: 6621063
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Elect Director Yoshioka, Shuuzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Namura Shipbuilding Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director Kayakiri, Fumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.1 Appoint Statutory Auditor Iwakiri, Tatsumi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5.2 Appoint Statutory Auditor Yamashita, Kimiou Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
7 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
NATORI CO LTD
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 2922
Primary ISIN: JP3651060000 Primary SEDOL: 6182054
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Natori, Yuuichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Dejima, Nobuomi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kobayashi, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamagata, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NATORI CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Kitami, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Nakao, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
NGK Spark Plug Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5334
Primary ISIN: JP3738600000 Primary SEDOL: 6619604
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Oshima, Takafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Shibagaki, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kawajiri, Shogo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Nakagawa, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Koiso, Hideyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Okawa, Teppei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NGK Spark Plug Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.9 Elect Director Yasui, Kanemaru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nichicon Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6996
Primary ISIN: JP3661800007 Primary SEDOL: 6638546
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Alternate Statutory Auditor Uematsu, Mgmt For Against Katsuhiko Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nichi-Iko Pharmaceutical Co. Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 4541
Primary ISIN: JP3687200000 Primary SEDOL: 6639903
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kongoji, Toshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Urayama, Shuuko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Akane, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nichi-Iko Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Kawakami, Taizan Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yoshikawa, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Inasaka, Noboru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Takagi, Shigeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
6 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Nichireki Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5011
Primary ISIN: JP3665600007 Primary SEDOL: 6638687
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Yamauchi, Yukio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kudo, Shunji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 149 of 283
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Nichireki Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Takahashi, Yasumori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kawaguchi, Yuuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Obata, Manabu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hanyuu, Akiyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nihon Eslead
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8877
Primary ISIN: JP3688350002 Primary SEDOL: 6175849
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Otsuki, Sadami Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Osawa, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Inoue, Yuuzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 150 of 283
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Nihon Eslead
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Arai, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yamada, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Oba, Takeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Komatsu, Hirokuni Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Yamoto, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Maeda, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Handa, Tomoyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippo Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 1881
Primary ISIN: JP3750200002 Primary SEDOL: 6640789
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Mizushima, Kazunori Mgmt For Against
Page 151 of 283
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Nippo Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C wrote to the company in April 2014 urging board reform.
3.2 Elect Director Yamagata, Yukio Mgmt For Against
3.3 Elect Director Uesaka, Mitsuo Mgmt For Against
3.4 Elect Director Yokoyama, Shigeru Mgmt For Against
3.5 Elect Director Ishikawa, Koichi Mgmt For Against
3.6 Elect Director Terabun, Junichi Mgmt For Against
3.7 Elect Director Iwata, Hiromi Mgmt For Against
3.8 Elect Director Takahashi, Akitsugu Mgmt For Against
3.9 Elect Director Kimura, Yasushi Mgmt For Against
4 Appoint Statutory Auditor Seki, Toshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Express Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9062
Primary ISIN: JP3729400006 Primary SEDOL: 6642127
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Wada, Takashi Mgmt For Against
Voter Rationale: : The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nippon Konpo Unyu Soko Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9072
Primary ISIN: JP3709600005 Primary SEDOL: 6642202
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Nippon Konpo Unyu Soko Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kuroiwa, Keita Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Nagaoka, Toshimi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kurisu, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sano, Yasuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kawaguchi, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Matsuda, Yasunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippon Meat Packers Inc.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 2282
Primary ISIN: JP3743000006 Primary SEDOL: 6640767
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Okoso, Hiroji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 153 of 283
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Nippon Meat Packers Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Uchida, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Suezawa, Juichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hata, Yoshihide Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kawamura, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Shinohara, Takahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nippon Pillar Packing
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6490
Primary ISIN: JP3747800005 Primary SEDOL: 6641135
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Oiwa, Teruo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Katsumi, Ryoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 154 of 283
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Nippon Pillar Packing
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Iwanami, Yoshinobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Osaki, shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shukunami, Katsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nakagawa, Takeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nippon Rietec Co Ltd
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1938
Primary ISIN: JP3510600004 Primary SEDOL: 6191373
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Numazaki, Ryohei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Teramura, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Egusa, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 155 of 283
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Nippon Rietec Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Saito, Susumu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Alternate Statutory Auditor Ikeda, Mgmt For Against Akihiko Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Nippon Road Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1884
Primary ISIN: JP3740200005 Primary SEDOL: 6642462
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Hisamatsu, Hiromi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Hidaka, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamato, Hideaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Suzuki, Tatsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Hatakeyama, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 156 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Nippon Road Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Kurihara, Toshiaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Seisen Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5659
Primary ISIN: JP3721800005 Primary SEDOL: 6642547
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Akita, Yasuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Ukita, Masahide Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Asai, Hiromi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
6 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Nippon Sharyo Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7102
Primary ISIN: JP3713600009 Primary SEDOL: 6642503
Page 157 of 283
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Nippon Sharyo Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nagata, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishizu, Kazumasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ishikawa, Masayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Morimura, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Umemura, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Tsuge, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Ito, Tatsuro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Steel & Sumikin Bussan
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9810
Primary ISIN: JP3681000000 Primary SEDOL: 6646884
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Miyasaka, Ichiro Mgmt For Against
Page 158 of 283
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Nippon Steel & Sumikin Bussan
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Okada, Mitsunori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hiwatari, Kenji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Eguchi, Tsuneaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Tamagawa, Akio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shimotori, Etsuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kurita, Keiji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Takeda, Masaharu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Uemura, Akio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 159 of 283
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Nippon Steel & Sumikin Bussan
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.10 Elect Director Kazusa, Satoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Nomura, Yuichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippon Steel & Sumitomo Metal Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 5401
Primary ISIN: JP3381000003 Primary SEDOL: 6642569
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Muneoka, Shoji Mgmt For Against
Voter Rationale: We welcome the company's decision to appoint external directors to the board for the first time in its history. This is an issue that we have communicated to the company over the years and we value the company implementing our recommendations on corporate governance reform. As a next step, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. By 2017, we urge Japanese companies to establish one-third independence on the board. Despite these positives, we vote against the nominee as he should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
3.3 Elect Director Shindo, Kosei Mgmt For Against
Voter Rationale: The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
Nippon Telegraph & Telephone Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9432
Primary ISIN: JP3735400008 Primary SEDOL: 6641373
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Nippon Telegraph & Telephone Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Shinohara, Hiromichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sawada, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kobayashi, Mitsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shimada, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tsujigami, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Okuno, Tsunehisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kuriyama, Hiroki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Shirai, Katsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Sakakibara, Sadayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Ide, Akiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Nippon Yusen K.K.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 9101
Primary ISIN: JP3753000003 Primary SEDOL: 6643960
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Naito, Tadaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tazawa, Naoya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mizushima, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nagasawa, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Chikaraishi, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Maruyama, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Samitsu, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Oshika, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Ogasawara, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nishikawa Rubber
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5161
Primary ISIN: JP3657550004 Primary SEDOL: 6646862
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nishi-Nippon City Bank Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8327
Primary ISIN: JP3658000009 Primary SEDOL: 6639721
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Isoyama, Seiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kawamoto, Soichi Mgmt For Against
2.5 Elect Director Urayama, Shigeru Mgmt For Against
2.6 Elect Director Takata, Kiyota Mgmt For Against
2.7 Elect Director Ishida, Yasuyuki Mgmt For Against
2.8 Elect Director Irie, Hiroyuki Mgmt For Against
2.9 Elect Director Kitazaki, Michiharu Mgmt For Against
2.10 Elect Director Hirota, Shinya Mgmt For Against
2.11 Elect Director Murakami, Hideyuki Mgmt For Against
2.12 Elect Director Sadano, Toshihiko Mgmt For Against
2.13 Elect Director Uriu, Michiaki Mgmt For Against
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Nissan Motor Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7201
Primary ISIN: JP3672400003 Primary SEDOL: 6642860
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Sakamoto, Hideyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Matsumoto, Fumiaki Mgmt For Against
2.3 Elect Director Bernard Rey Mgmt For Against
3.1 Appoint Statutory Auditor Imazu, Hidetoshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Nagai, Motoo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nissan Tokyo Sales Holdings Co., Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 8291
Primary ISIN: JP3587800008 Primary SEDOL: 6895749
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tanaka, Toshiharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Togawa, Takahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Hayasaka, Masakatsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nissan Tokyo Sales Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Nishimura, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Terada, Shigeto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Fukuoka, Kiyoyuki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nisshin Fudosan Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8881
Primary ISIN: JP3677900007 Primary SEDOL: 6259345
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kamiyama, Kazuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Sato, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Tsutsumi, Yukiyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Onuki, Yasukazu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nisshin Fudosan Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Sekine, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kuroiwa, Hideki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Morioka, Homare Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sato, Toshiya Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
NISSHIN OILLIO GROUP LTD
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 2602
Primary ISIN: JP3677200002 Primary SEDOL: 6641049
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Seto, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ishigami, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NISSHIN OILLIO GROUP LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Fujii, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ogami, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshida, Nobuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kuno, Takahisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Otara, Takeshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
6 Approve Retirement Bonuses and Special Mgmt For Against Payments in Connection with Abolition of Retirement Bonus System Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Nitto Denko Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6988
Primary ISIN: JP3684000007 Primary SEDOL: 6641801
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Sakuma, Yoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nitto Denko Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Omote, Toshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Takeuchi, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Nitto Kogyo Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6651
Primary ISIN: JP3682400001 Primary SEDOL: 6643283
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Matsushita, Takayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Ito, Kunihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kurono, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ochiai, Motoo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nakajima, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nittoc Construction Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1929
Primary ISIN: JP3684800000 Primary SEDOL: 6643175
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Okumiya, Yasunobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Sakoda, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Anda, Sumiteru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nagai, Norihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamada, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Aso, Iwao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
NOJIMA CO., LTD.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 7419
Primary ISIN: JP3761600000 Primary SEDOL: 6616876
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Hoshina, Mitsuo Mgmt For Against
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NOJIMA CO., LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time. Furthermore, this plan could lead to excessive dilution.
Nomura Real Estate Holdings, Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 3231
Primary ISIN: JP3762900003 Primary SEDOL: B1CWJM5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kutsukake, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Miyajima, Seiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Seki, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kimura, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shinohara, Satoko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Orihara, Takao Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Nomura Research Institute Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 4307
Primary ISIN: JP3762800005 Primary SEDOL: 6390921
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Maruyama, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Muroi, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Sawada, Mitsuru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Itano, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ishibashi, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Aoki, Minoru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
North Pacific Bank Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8524
Primary ISIN: JP3843400007 Primary SEDOL: B7VKZP7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Shibata, Ryu Mgmt For Against
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North Pacific Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sekikawa, Mineki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakamura, Eisaku Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Arai, Satoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Fujii, Fumiyo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Toyooka, Takaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Omi, Hidehiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Higashihara, Sachio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Nagano, minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Yasuda, Mitsuharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Soga, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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NSK Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 6471
Primary ISIN: JP3720800006 Primary SEDOL: 6641544
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
NTT Data Corp.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 9613
Primary ISIN: JP3165700000 Primary SEDOL: 6125639
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Homma, Yo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Okamoto, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
NTT DoCoMo Inc.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 9437
Primary ISIN: JP3165650007 Primary SEDOL: 6129277
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kato, Kaoru Mgmt For Against
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NTT DoCoMo Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: Top management is responsible for the board composition at this controlled company which does not include at least two independent outsiders.
2.2 Elect Director Yoshizawa, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. By 2017, we urge Japanese companies to establish one-third independence on the board. F&C communicated this in a letter to the company in May 2014.
2.3 Elect Director Sakai, Yoshikiyo Mgmt For Against
2.4 Elect Director Terasaki, Akira Mgmt For Against
2.5 Elect Director Onoe, Seizo Mgmt For Against
2.6 Elect Director Sato, Hirotaka Mgmt For Against
2.7 Elect Director Takagi, Kazuhiro Mgmt For Against
2.8 Elect Director Asami, Hiroyasu Mgmt For Against
2.9 Elect Director Suto, Shoji Mgmt For Against
2.10 Elect Director Omatsuzawa, Kiyohiro Mgmt For Against
2.11 Elect Director Nakayama, Toshiki Mgmt For Against
2.12 Elect Director Kii, Hajime Mgmt For Against
2.13 Elect Director Tani, Makoto Mgmt For Against
2.15 Elect Director Nakamura, Takashi Mgmt For Against
3.1 Appoint Statutory Auditor Kobayashi, Toru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Okihara, Toshimune Mgmt For Against
Voter Rationale: The outside statutory auditor nominee's affiliation with the company could compromise his independence. The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Obayashi Road Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 1896
Primary ISIN: JP3190400006 Primary SEDOL: 6656441
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Hasegawa, Hitoshi Mgmt For Against
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Obayashi Road Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Aonuma, Haruo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Ito, Hisashige Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hamada, Michihiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tsubochi, Takuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yamauchi, Yorimichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Hashimoto, Shigeru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Ohashi Technica
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7628
Primary ISIN: JP3173100003 Primary SEDOL: 6207957
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shibasaki, Mamoru Mgmt For Against
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Ohashi Technica
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kobayashi, Shoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Toyoda, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Oita Bank Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8392
Primary ISIN: JP3175200009 Primary SEDOL: 6657541
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Miura, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Suzuki, Takayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Watanabe, Tomohiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kuwano, Izumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Omron Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6645
Primary ISIN: JP3197800000 Primary SEDOL: 6659428
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Suzuki, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sakumiya, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nitto, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Onoken Co., Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7414
Primary ISIN: JP3196700003 Primary SEDOL: 6659194
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ono, Ken Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Ono, Takeshi Mgmt For Against
1.3 Elect Director Ono, Tetsuji Mgmt For Against
1.4 Elect Director Matsuo, Shunro Mgmt For Against
1.5 Elect Director Ono, Akira Mgmt For Against
1.6 Elect Director Ono, Shinsuke Mgmt For Against
1.7 Elect Director Okubo, Takayasu Mgmt For Against
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Onoken Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.8 Elect Director Takamure, Atsushi Mgmt For Against
1.9 Elect Director Abe, Toshiyuki Mgmt For Against
2 Approve Adjustment to Aggregate Mgmt For Against Compensation Ceiling for Directors Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Onward Holdings Co Ltd
Meeting Date: 05/22/2014 Country: Japan Meeting Type: Annual Ticker: 8016
Primary ISIN: JP3203500008 Primary SEDOL: 6483821
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yoshizawa, Masaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Baba, Akinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamada, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yasumoto, Michinobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
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Organo Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6368
Primary ISIN: JP3201600008 Primary SEDOL: 6470522
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Urai, Norihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Okuzono, Shuuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Watanabe, Daisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Toyoda, Masahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hori, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Furuuchi, Chikara Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Nagai, Motoo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.1 Appoint Alternate Statutory Auditor Kogure, Mgmt For Against Shigeru Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Alternate Statutory Auditor Iwabuchi, Mgmt For Against Setsuo Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Otsuka Holdings Co Ltd
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4578
Primary ISIN: JP3188220002 Primary SEDOL: B5LTM93
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Otsuka, Ichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in May 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
2.4 Elect Director Makise, Atsumasa Mgmt For Against
2.5 Elect Director Matsuo, Yoshiro Mgmt For Against
2.6 Elect Director Tobe, Sadanobu Mgmt For Against
2.7 Elect Director Watanabe, Tatsuro Mgmt For Against
2.8 Elect Director Hirotomi, Yasuyuki Mgmt For Against
2.10 Elect Director Konose, Tadaaki Mgmt For Against
3.1 Appoint Statutory Auditor Imai, Takaharu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Nakai, Akihito Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.4 Appoint Statutory Auditor Sugawara, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Paltac Corp
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8283
Primary ISIN: JP3782200004 Primary SEDOL: B61BG94
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Orime, Koji Mgmt For Against
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Paltac Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Morinaga, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Ninomiya, Kunio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Miyai, Yoshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Yasuda, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Toyota, Kazunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Tashiro, Masahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Kasutani, Seiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Noma, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Panasonic Corp
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 6752
Primary ISIN: JP3866800000 Primary SEDOL: 6572707
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Panasonic Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Matsushita, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in May 2014 urging a reform of board independence and a move to a third-independence by 2017 annual shareholders meeting.
1.4 Elect Director Yamada, Yoshihiko Mgmt For Against
1.5 Elect Director Takami, Kazunori Mgmt For Against
1.6 Elect Director Kawai, Hideaki Mgmt For Against
1.7 Elect Director Miyabe, Yoshiyuki Mgmt For Against
1.8 Elect Director Yoshioka, Tamio Mgmt For Against
1.9 Elect Director Toyama, Takashi Mgmt For Against
1.10 Elect Director Yoshida, Mamoru Mgmt For Against
1.11 Elect Director Nomura, Tsuyoshi Mgmt For Against
1.12 Elect Director Uno, Ikuo Mgmt For Against
Voter Rationale: There is a concern about the nominee's attendance at board meetings.
1.13 Elect Director Oku, Masayuki Mgmt For Against
1.14 Elect Director Ota, Hiroko Mgmt For Against
1.15 Elect Director Ito, Yoshio Mgmt For Against
1.16 Elect Director Ishii, Jun Mgmt For Against
1.17 Elect Director Sato, Mototsugu Mgmt For Against
2.1 Appoint Statutory Auditor Sato, Yoshio Mgmt For Against
Voter Rationale: The outside statutory auditor nominee's affiliation with the company could compromise his independence.
3 Approve Deep Discount Stock Option Plan Mgmt For Against
Panasonic Information Systems Co., Ltd
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 4283
Primary ISIN: JP3867800009 Primary SEDOL: 6368768
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Panasonic Information Systems Co., Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Okajima, Maki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Hisano, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kurono, Hisashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yoshikawa, Tatsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Onishi, Hajime Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Maeda, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Nakagawa, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Furuta, Hidenori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Iwahashi, Makoto Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Plenus Co. Ltd.
Meeting Date: 05/28/2014 Country: Japan Meeting Type: Annual Ticker: 9945
Primary ISIN: JP3833700002 Primary SEDOL: 6692702
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Motokawa, Yoshifumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Shioi, Takaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Suzuki, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Okusu, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Tabuchi, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Tachibana, Hidenobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Fuyama, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Kaneko, Shiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Prima Meat Packers Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 2281
Primary ISIN: JP3833200003 Primary SEDOL: 6703400
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Omori, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Maeda, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yano, Masahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tsuji, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Uchiyama, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Relo Holdings Inc.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8876
Primary ISIN: JP3755200007 Primary SEDOL: 6173906
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Sasada, Masanori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Relo Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Nakamura, Kenichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Kadota, Yasushi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Iwao, Eiji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Koshinaga, Kenji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Shimizu, Yasuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Koyama, Katsuhiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Ricoh Co. Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 7752
Primary ISIN: JP3973400009 Primary SEDOL: 6738220
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Inaba, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Ricoh Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Matsuura, Yozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yamashita, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sato, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Umeda, Mochio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Rinnai Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5947
Primary ISIN: JP3977400005 Primary SEDOL: 6740582
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Rohto Pharmaceutical Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 4527
Primary ISIN: JP3982400008 Primary SEDOL: 6747367
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Rohto Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Yoshida, Akiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Lekh Raj Juneja Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Nishikawa, Mitsuru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kimura, Masanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kambara, Yoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kunisaki, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Masumoto, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Saito, Masaya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Yamada, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Kanai, Toshihiro Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
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Round One Corp.
Meeting Date: 06/28/2014 Country: Japan Meeting Type: Annual Ticker: 4680
Primary ISIN: JP3966800009 Primary SEDOL: 6248365
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Director Kawaguchi, Hidetsugu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Adjustment to Aggregate Mgmt For Against Compensation Ceiling for Directors Voter Rationale: Financial and stock performance does not imply that the company has conducted business in the shareholders' interest.
Ryohin Keikaku Co. Ltd.
Meeting Date: 05/21/2014 Country: Japan Meeting Type: Annual Ticker: 7453
Primary ISIN: JP3976300008 Primary SEDOL: 6758455
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Suzuki, Kei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Ito, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sakai Moving Service Co., Ltd.
Meeting Date: 06/21/2014 Country: Japan Meeting Type: Annual Ticker: 9039
Primary ISIN: JP3314200001 Primary SEDOL: 6768432
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Sakai Moving Service Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Tajima, Kenichiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Tajima, Tetsuyasu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Nakano, Akiyo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Tajima, Michitoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Yamano, Mikio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Igura, Yoshifumi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Namba, Tetsuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Masuda, Tsuneo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sakai Moving Service Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Manabe, Teruhiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Iizuka, Kenichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
San-Ai Oil Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8097
Primary ISIN: JP3323600001 Primary SEDOL: 6772808
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Yamashita, Tomonobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Mizutani, Tomohiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Sanki Engineering Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 1961
Primary ISIN: JP3325600009 Primary SEDOL: 6774826
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Sanki Engineering Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hasegawa, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Usui, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Shimma, Mamoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kumura, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fujii, Hidemi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yamamoto, Yukiteru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nishio, Hiroki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Komura, Masato Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sankyo Co. Ltd. (6417)
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6417
Primary ISIN: JP3326410002 Primary SEDOL: 6775432
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Sankyo Co. Ltd. (6417)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Busujima, Hideyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Tsutsui, Kimihisa Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ishihara, Akihiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tomiyama, Ichiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Special Payments for Directors in Mgmt For Against Connection with Abolition of Retirement Bonus System Voter Rationale: A vote AGAINST this proposal is warranted because the bonus amounts are not disclosed.
4 Approve Special Payments for Statutory Mgmt For Against Auditors in Connection with Abolition of Retirement Bonus System Voter Rationale: A vote AGAINST this proposal is warranted because the bonus amounts are not disclosed and the payment of bonuses to outsiders is a highly inappropriate practice.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Sanrio Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8136
Primary ISIN: JP3343200006 Primary SEDOL: 6776349
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Sanrio Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Emori, Susumu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Fukushima, Kazuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Hatoyama, Rehito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Nakaya, Takahide Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Miyauchi, Saburo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Sakiyama, Yuuko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Furuhashi, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Nomura, Kosho Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Shimomura, Yoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Kishimura, Jiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sanrio Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.12 Elect Director Kitamura, Norio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.15 Elect Director Satomi, Haruki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Sasebo Heavy Industries Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 7007
Primary ISIN: JP3319200006 Primary SEDOL: 6777405
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nishimura, Michiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Mori, Mitsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Matsuse, Shigeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Iijima, Atsushi Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Iwata, Shuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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SCSK Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9719
Primary ISIN: JP3400400002 Primary SEDOL: 6858474
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kamata, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kurimoto, Shigeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Suzuki, Masahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Suzuki, Hisakazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Furunuma, Masanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kumazaki, Tatsuyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Tanihara, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Toriyama, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Ichino, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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SCSK Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.12 Elect Director Fukunaga, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.13 Elect Director Yamazaki, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.14 Elect Director Endo, Masatoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.15 Elect Director Naito, Tatsujiro Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.16 Elect Director Mashimo, Naoaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Secom Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 9735
Primary ISIN: JP3421800008 Primary SEDOL: 6791591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Iida, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakayama, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Anzai, Kazuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Secom Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Nakayama, Junzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Furukawa, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yoshida, Yasuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Fuse, Tatsuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sega Sammy Holdings Inc.
Meeting Date: 06/18/2014 Country: Japan Meeting Type: Annual Ticker: 6460
Primary ISIN: JP3419050004 Primary SEDOL: B02RK08
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tsurumi, Naoya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Sugano, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Satomi, Haruki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Aoki, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sega Sammy Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Okamura, Hideki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Oguchi, Hisao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Seibu Electric Industrial
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 1937
Primary ISIN: JP3417000001 Primary SEDOL: 6792679
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Tachiwada, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Wakasugi, Kazunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Motoda, Teruyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sugawa, Masashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Seibu Electric Industrial
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Masuda, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sugita, Kazuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kato, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Honda, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Watanabe, Kozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Saruwatari, Tokuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Matsumoto, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Seikitokyu Kogyo Co. Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1898
Primary ISIN: JP3414600001 Primary SEDOL: 6793359
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve 5 into 1 Reverse Stock Split Mgmt For Against
Voter Rationale: A vote AGAINST this proposal is warranted because the change cannot be regarded as routine, as the authorized capital and trading unit will not be reduced in proportion to the reverse stock split in the next item.
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Seikitokyu Kogyo Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Amend Articles To Remove Provisions on Class Mgmt For Against A Preferred Shares to Reflect Cancellation - Carry out Effective Increase in Authorized Capital - Reduce Share Trading Unit
Voter Rationale: A vote AGAINST this proposal is warranted because the proposed effective increase in authorized capital is excessive.
4.2 Elect Director Saito, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.3 Elect Director Furukawa, Tsukasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Sasaki, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Hiramoto, Kimio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Iizuka, Tsuneo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.7 Elect Director Hamana, Setsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Appoint Statutory Auditor Suzuki, Takashi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Seiko Epson Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 6724
Primary ISIN: JP3414750004 Primary SEDOL: 6616508
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Seiko Epson Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hama, Noriyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Inoue, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fukushima, Yoneharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kubota, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Okumura, Motonori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Watanabe, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kawana, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Kubota, Kenji Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Hirano, Seiichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
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Seino Holdings Co Ltd
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9076
Primary ISIN: JP3415400005 Primary SEDOL: 6793423
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Taguchi, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Otsuka, Shizutoshi Mgmt For Against
2.5 Elect Director Maruta, Hidemi Mgmt For Against
2.6 Elect Director Furuhashi, Harumi Mgmt For Against
3 Amend Articles To Create Class 1 Preferred Mgmt For Against Shares Voter Rationale: The performance of non-voting preferred shares has been unfavorable at the first Japanese company to issue such shares.* Seino Holdings fails to present a convincing rationale to issue the preferred shares.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Sekisui Chemical Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 4204
Primary ISIN: JP3419400001 Primary SEDOL: 6793821
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Koge, Teiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Takami, Kozo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sekisui Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Kubo, Hajime Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Uenoyama, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sekiguchi, Shunichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kato, Keita Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Sekisui House Ltd.
Meeting Date: 04/23/2014 Country: Japan Meeting Type: Annual Ticker: 1928
Primary ISIN: JP3420600003 Primary SEDOL: 6793906
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Wada, Sumio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Inagaki, Shiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sekisui House Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Hirabayashi, Fumiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Iku, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Uchida, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Suguro, Fumiyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Nishida, Kumpei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Yoshida, Kengo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Seven & i Holdings Co Ltd
Meeting Date: 05/22/2014 Country: Japan Meeting Type: Annual Ticker: 3382
Primary ISIN: JP3422950000 Primary SEDOL: B0FS5D6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
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Shidax Corp. (4837)
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4837
Primary ISIN: JP3351650001 Primary SEDOL: 6338114
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shida, Tsutomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawamoto, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Wakasa, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shirata, Toyohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Shimadzu Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7701
Primary ISIN: JP3357200009 Primary SEDOL: 6804369
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kowaki, Ichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Shimadzu Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Suzuki, Satoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ueda, Teruhisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fujino, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Miura, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Shimamura Co. Ltd.
Meeting Date: 05/16/2014 Country: Japan Meeting Type: Annual Ticker: 8227
Primary ISIN: JP3358200008 Primary SEDOL: 6804035
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Seki, Shintaro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Shinagawa Refractories Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5351
Primary ISIN: JP3353200003 Primary SEDOL: 6804466
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Shinagawa Refractories Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Aikawa, Mitsugu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ota, Takaaki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Shindengen Electric Mfg. Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6844
Primary ISIN: JP3377800002 Primary SEDOL: 6804541
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ogasawara, Masanori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Arahata, Yoshimitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Suzuki, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Shindengen Electric Mfg. Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Negishi, Yasumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Horiguchi, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sasaki, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yamada, Ichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yokose, Yoshihide Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Kubota, Mgmt For Against Tokitaka Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shinko Shoji Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8141
Primary ISIN: JP3374200008 Primary SEDOL: 6804972
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kitai, Akio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Ogawa, Tatsuya Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Shinko Shoji Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Maeno, Toshihiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Sasaki, Takamichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Masaki, Teru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Inaba, Junichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Yuge, Fumitaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Hosono, Katsuhiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
ShinMaywa Industries Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 7224
Primary ISIN: JP3384600007 Primary SEDOL: 6804488
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kato, Mikiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 210 of 283
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ShinMaywa Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Endo, Keisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishimaru, Kanji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sano, Hiroichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kanaida, Shoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yamamoto, Nobutane Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Mizuta, Masao Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shinsho Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8075
Primary ISIN: JP3374000002 Primary SEDOL: 6804983
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Sasakawa, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Matsumoto, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 211 of 283
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Shinsho Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kobayashi, Kiyofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okamoto, Toshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Watanabe, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hirono, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Alternate Statutory Auditor Umeda, Mgmt For Against Hiroshi Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Ship Healthcare Holdings Inc
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 3360
Primary ISIN: JP3274150006 Primary SEDOL: B05MTR0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ohashi, Futoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okimoto, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kobayashi, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 212 of 283
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Ship Healthcare Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Masuda, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yamamoto, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yokoyama, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hosokawa, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Wada, Yoshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Ouchi, Yoichiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shiseido Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 4911
Primary ISIN: JP3351600006 Primary SEDOL: 6805265
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Carsten Fischer Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Iwai, Tsunehiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 213 of 283
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Shiseido Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Okazawa, Yu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sakai, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Iwata, Shoichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Showa Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7274
Primary ISIN: JP3360300002 Primary SEDOL: 6805629
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Hojo, Yoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kadoya, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hirata, Hajime Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 214 of 283
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Showa Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Nagao, Takeshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sugiyama, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ono, Kenichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sobue, Masaharu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Matsumura, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Showa Sangyo Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 2004
Primary ISIN: JP3366400004 Primary SEDOL: 6805607
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Okada, Shigeru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 215 of 283
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Showa Sangyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Sakuma, Jun Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Niitsuma, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakamura, Keisuke Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Hinokuma, Keiichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tsuchiya, Nobuhito Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tamai, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Kasai, Toshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Ishiguro, Tatsuro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Takahashi, Mgmt For Against Yoshiki Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
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SKY Perfect JSAT Holdings Inc
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 9412
Primary ISIN: JP3396350005 Primary SEDOL: B1TK234
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Nito, Masao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Tanaka, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Koyama, koki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Iijima, Kazunobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Hirata, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Fujita, tetsuya Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Soda Nikka Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 8158
Primary ISIN: JP3431400005 Primary SEDOL: 6818810
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Shimada, Kenichiro Mgmt For Against
Page 217 of 283
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Soda Nikka Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Kawanabe, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Mori, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Hayashi, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Miyamoto, Takahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sojitz Corporation
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 2768
Primary ISIN: JP3663900003 Primary SEDOL: 6594143
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hara, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Dantani, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mogi, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 218 of 283
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Sony Corporation
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 6758
Primary ISIN: JP3435000009 Primary SEDOL: 6821506
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
SRA HOLDINGS INC
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 3817
Primary ISIN: JP3161450006 Primary SEDOL: B1D3PK7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Yamazaki, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Nishikawa, Yasunori Mgmt For Against
1.5 Elect Director Okuma, Katsumi Mgmt For Against
Sumitomo Bakelite Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4203
Primary ISIN: JP3409400003 Primary SEDOL: 6858504
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yahata, Tamotsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 219 of 283
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Sumitomo Bakelite Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nakae, Kiyohiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Terasawa, Tsuneo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Muto, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamawaki, Noboru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Fujiwara, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sumitomo Chemical Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 4005
Primary ISIN: JP3401400001 Primary SEDOL: 6858560
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Takao, Yoshimasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Deguchi, Toshihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Okamoto, Yoshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 220 of 283
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Sumitomo Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Nishimoto, Rei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ono, Tomohisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Nozaki, Kunio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Yokoyama, Shinichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Corp.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 8053
Primary ISIN: JP3404600003 Primary SEDOL: 6858946
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Sasaki, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kawahara, Takuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Togashi, Kazuhisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Abe, Yasuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sumitomo Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Hidaka, Naoki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Inohara, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kanegae, Michihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Fujita, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sumitomo Densetsu Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 1949
Primary ISIN: JP3407800006 Primary SEDOL: 6858689
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Suganuma, Yoshimichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Isobe, Masato Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Shioyama, Yukio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sumitomo Densetsu Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Kojima, Wataru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sakazaki, Masao Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Abe, Masanori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Noguchi, Toru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.2 Appoint Statutory Auditor Inoue, Masakiyo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Inayama, Hideaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Sumitomo Electric Industries Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 5802
Primary ISIN: JP3407400005 Primary SEDOL: 6858708
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Takenaka, Hiroyuki Mgmt For Against
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Sumitomo Electric Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in May 2014 urging a reform of board independence and to move to a third-independence by 2017 annual shareholders meeting.
3.3 Elect Director Uchioke, Fumikiyo Mgmt For Against
3.4 Elect Director Nishida, Mitsuo Mgmt For Against
3.5 Elect Director Tanaka, Shigeru Mgmt For Against
3.6 Elect Director Nakajima, Makoto Mgmt For Against
3.7 Elect Director Yano, Atsushi Mgmt For Against
3.8 Elect Director Kawai, Fumiyoshi Mgmt For Against
3.9 Elect Director Ushijima, Nozomi Mgmt For Against
3.10 Elect Director Hiramatsu, Kazuo Mgmt For Against
3.11 Elect Director Saito, Shigeo Mgmt For Against
3.12 Elect Director Ito, Junji Mgmt For Against
3.13 Elect Director Tani, Makoto Mgmt For Against
3.14 Elect Director Kasui, Yoshitomo Mgmt For Against
4.1 Appoint Statutory Auditor Inayama, Hideaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Hayashi, Kan Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Forestry Co. Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 1911
Primary ISIN: JP3409800004 Primary SEDOL: 6858861
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Kamiyama, Hideyuki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Sumitomo Forestry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Appoint Statutory Auditor Teramoto, Satoshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Mitsui Financial Group, Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8316
Primary ISIN: JP3890350006 Primary SEDOL: 6563024
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kurumatani, Nobuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. We have written to the company on this issue in May 2014. By 2017, we urge Japanese companies to establish one-third independence on the board.
2.3 Elect Director Inoue, Atsuhiko Mgmt For Against
2.4 Elect Director Ota, Jun Mgmt For Against
3 Appoint Statutory Auditor Nakao, Kazuhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Mitsui Trust Holdings, Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8309
Primary ISIN: JP3892100003 Primary SEDOL: 6431897
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Otsuka, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sumitomo Mitsui Trust Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Iwasaki, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Okubo, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hashimoto, Masaru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Okuno, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Mukohara, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Sugita, Teruhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Sumitomo Osaka Cement Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5232
Primary ISIN: JP3400900001 Primary SEDOL: 6858548
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nakao, Masafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Sumitomo Osaka Cement Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Fujisue, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Mukai, Katsuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Suga, Yuushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshitomi, Isao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Sumitomo Real Estate Sales Co.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8870
Primary ISIN: JP3409200007 Primary SEDOL: 6119449
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Appoint Statutory Auditor Iwamoto, Masayuki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.3 Appoint Statutory Auditor Jobo, Isamu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.4 Appoint Statutory Auditor Suzuki, Masami Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 227 of 283
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Sumitomo Real Estate Sales Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Suzuken Co Ltd
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 9987
Primary ISIN: JP3398000004 Primary SEDOL: 6865560
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Ito, Takahito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Suzuki, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamashita, Harutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Miyata, Hiromi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Yoza, Keiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Ueda, Keisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Suzuki Motor Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7269
Primary ISIN: JP3397200001 Primary SEDOL: 6865504
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tamura, Minoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Honda, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Toshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Harayama, Yasuhito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Aizawa, Naoki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mochizuki, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Sysmex Corp
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 6869
Primary ISIN: JP3351100007 Primary SEDOL: 6883807
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Sysmex Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Asano, Kaoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Tachibana, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
T & K Toka Co., Ltd.
Meeting Date: 06/20/2014 Country: Japan Meeting Type: Annual Ticker: 4636
Primary ISIN: JP3538570007 Primary SEDOL: 6038469
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Kurimoto, Ryuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
T&D HOLDINGS INC.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 8795
Primary ISIN: JP3539220008 Primary SEDOL: 6744294
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Usui, Sonosuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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T&D HOLDINGS INC.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Matsumoto, Tamiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Seike, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tachibana Eletech Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8159
Primary ISIN: JP3466600008 Primary SEDOL: 6869777
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Shimada, Norio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Shimoyoshi, Hideyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Sumitani, Masashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Nishimura, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Tsujikawa, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Taiheiyo Cement Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5233
Primary ISIN: JP3449020001 Primary SEDOL: 6660204
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Appoint External Audit Firm Mgmt For Against
Voter Rationale: The company is proposing to switch to a different audit firm immediately after being forced to file a restatement due to a disagreement with the previous audit firm, and has provided no explanation of the process by which the change is being made.
Taiko Pharmaceutical Co., Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 4574
Primary ISIN: JP3442200006 Primary SEDOL: B55K3G6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Shibata, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Shibata, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Yoshikawa, Tomosada Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kato, Atsunori Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Taiko Pharmaceutical Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Inagaki, Hideo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Moroi, Masami Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Taiyo Yuden Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6976
Primary ISIN: JP3452000007 Primary SEDOL: 6870564
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tosaka, Shoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakano, Katsushige Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tsutsumi, Seiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takahashi, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Masuyama, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Takaoka Toko Co., Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6617
Primary ISIN: JP3591600006 Primary SEDOL: B8P15C0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Inoue, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Odagiri, Shiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kuriyama, Futoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Dofutsu, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Harada, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamaguchi, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Naito, Yoshihiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Tsuchida, Mgmt For Against Masahiko Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Takiron Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 4215
Primary ISIN: JP3462200001 Primary SEDOL: 6870887
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Takiron Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Minamitani, Yosuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kanao, Masayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Murata, Mitsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Umeda, Tomomi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Iwasaki, Hideharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Torimoto, Masatoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Iwamoto, Mune Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Alternate Statutory Auditor Otomura, Mgmt For Against Takatoshi Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Takuma Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6013
Primary ISIN: JP3462600002 Primary SEDOL: 6870768
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Takuma Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Shibakawa, Shigehiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Numata, Kengo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ayukawa, Daisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Goto, Masashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nakagawa, Masafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Izumi, Masahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Satake, Hiromichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Alternate Statutory Auditor Enomoto, Mgmt For Against Yasushi Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
TBK Co. Ltd.
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 7277
Primary ISIN: JP3588200000 Primary SEDOL: 6894100
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TBK Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Katayama, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Nimiya, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamada, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Takahashi, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Matsumoto, Mitsunori Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Appoint Alternate Statutory Auditor Tago, Mgmt For Against Shigeharu Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
TDK Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6762
Primary ISIN: JP3538800008 Primary SEDOL: 6869302
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kobayashi, Atsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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TDK Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Uemura, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yoneyama, Junji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yanase, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tenma Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7958
Primary ISIN: JP3547800007 Primary SEDOL: 6884231
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kaneda, Yasuichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Fujisaku, Yuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hori, Takayoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fujino, Kaneto Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tenma Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Inoue, Jun Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Terumo Corp.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 4543
Primary ISIN: JP3546800008 Primary SEDOL: 6885074
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
THK Co. Ltd.
Meeting Date: 06/21/2014 Country: Japan Meeting Type: Annual Ticker: 6481
Primary ISIN: JP3539250005 Primary SEDOL: 6869131
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Teramachi, Toshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Imano, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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THK Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Okubo, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sakai, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Teramachi, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toa Corp. (#1885)
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1885
Primary ISIN: JP3556000002 Primary SEDOL: 6894508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Akiyama, Masaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hyakutake, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kanezaki, Michio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Suetomi, Ryo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ikeda, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toa Corp. (#1885)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Okamura, Masahiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toa Road Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1882
Primary ISIN: JP3558000000 Primary SEDOL: 6894586
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Yoshihara, Kenichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Maruo, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawauchi, Tadashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Morishita, Kyoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakamura, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shinya, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tobu Railway Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9001
Primary ISIN: JP3597800006 Primary SEDOL: 6895169
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tsunoda, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Takeda, Zengo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Makino, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hirata, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Inomori, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Suzuki, Michiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Miwa, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Okatsu, Noritaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Ojiro, Akihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tobu Railway Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.11 Elect Director Iwase, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Koshimura, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Sakamaki, Nobuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Okuma, Yasuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toei Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9605
Primary ISIN: JP3560000006 Primary SEDOL: 6895181
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Kodama, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Suzuki, Takeyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tanaka, Seiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yasuda, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toei Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Shiina, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Hotta, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Muramatsu, Hidenobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Yoda, Naoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Tezuka, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Shirakura, Shinichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Hayakawa, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Shinohara, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.15 Elect Director Nomoto, Hirofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
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Toenec Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 1946
Primary ISIN: JP3552230009 Primary SEDOL: 6895620
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Ito, Yasutaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Okumura, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kume, Yuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sumida, Terutomo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takagi, Isao Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Mitsuishi, Takuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yasui, Yoshitaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamauchi, Tadashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toenec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Watanabe, Yutaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toho Holdings Co Ltd
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8129
Primary ISIN: JP3602600003 Primary SEDOL: 6895556
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Kono, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Homma, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Matsutani, Takeo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Morikubo, Mitsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Ogino, Mamoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kato, Katsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Matsutani, Takaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toho Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Takeda, Kazuo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Tokai Rika Co. Ltd.
Meeting Date: 06/12/2014 Country: Japan Meeting Type: Annual Ticker: 6995
Primary ISIN: JP3566600007 Primary SEDOL: 6894025
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Miura, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Obayashi, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishida, Shoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hamamoto, Tadanao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawaguchi, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Wakiya, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nakamura, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tokai Rika Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Tanino, Masaharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Buma, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Mori, Mikihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Sato, Koki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Tanaka, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Noguchi, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Yamamoto, Toshimasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.16 Elect Director Shirasaki, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Goto, Masakazu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
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Tokai Tokyo Financial Holdings Inc
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8616
Primary ISIN: JP3577600004 Primary SEDOL: 6894876
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Maemura, Yoshimi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Iizumi, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Ikuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Setta, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Kinoshita, Eiichiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Tokio Marine Holdings, Inc.
Meeting Date: 06/23/2014 Country: Japan Meeting Type: Annual Ticker: 8766
Primary ISIN: JP3910660004 Primary SEDOL: 6513126
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Oba, Masashi Mgmt For Against
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Tokio Marine Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fujita, Hirokazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ito, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sasaki, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Fujii, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Hirose, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tokushu Tokai Paper Co Ltd
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 3708
Primary ISIN: JP3624900001 Primary SEDOL: B1TK212
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Miyake, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kurebayashi, Masami Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tokushu Tokai Paper Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Sekine, Tsuneo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Oshima, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ochiai, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Matsuda, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Watanabe, Katsuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Mori, Toyohisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tokyo Energy & Systems Inc.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1945
Primary ISIN: JP3585400009 Primary SEDOL: 6896043
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Fukazawa, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Suzuki, Yasuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tokyo Energy & Systems Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Shinohara, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ishii, Mototsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kobayashi, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Aoki, Keiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tomari, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Saruwatari, Noboru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Takamasu, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Tokyo Gas Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9531
Primary ISIN: JP3573000001 Primary SEDOL: 6895448
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Muraki, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tokyo Gas Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Hataba, Matsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kunigo, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshino, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mikami, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kobayashi, Hiroaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sato, Yukio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Tomizawa, Ryuuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Nakagaki, Yoshihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tokyo Ohka Kogyo Co. Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 4186
Primary ISIN: JP3571800006 Primary SEDOL: 6894898
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Tokyo Ohka Kogyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Iwasaki, Kobun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Komano, Hiroji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sato, Harutoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Iwasa, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Mizuki, Kunio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tokyo Tekko Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5445
Primary ISIN: JP3584600005 Primary SEDOL: 6895062
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Ota, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Ami, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tokyo Tekko Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Tsurumi, Takeharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sakurai, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Matsumoto, Konomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ishikawara, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Shibata, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Ohashi, Shigenobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tokyu Fudosan Holdings Corporation
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 3289
Primary ISIN: JP3569200003 Primary SEDOL: BDC6LT2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nakajima, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okamoto, Ushio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tokyu Fudosan Holdings Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Saegusa, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Okuma, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nomoto, Hirofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Iki, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sakaki, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Nakajima, Kazuto Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Imamura, Toshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Tomoku Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 3946
Primary ISIN: JP3554000004 Primary SEDOL: 6896311
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Okada, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tomoku Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Uchino, Mitsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakahashi, Mitsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Hirose, Shoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kurihara, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Arai, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Murai, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Ariga, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Miyasaka, Tomozumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Okamoto, Yoshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Topcon Corp.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7732
Primary ISIN: JP3630400004 Primary SEDOL: 6894241
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Topcon Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Ogawa, Takayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Sawaguchi, Shigeyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Iwasaki, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Fukuma, Yasufumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Iwasaki, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Sudo, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tosoh Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4042
Primary ISIN: JP3595200001 Primary SEDOL: 6900289
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Teramoto, Tetsuya Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 258 of 283
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Tosoh Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.1 Appoint Alternate Statutory Auditor Iwabuchi, Mgmt For Against Setsuo Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5.2 Appoint Alternate Statutory Auditor Matsuoka, Mgmt For Against Tsutomu Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toto Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 5332
Primary ISIN: JP3596200000 Primary SEDOL: 6897466
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Saruwatari, Tatsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Furube, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamada, Shunji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kiyota, Noriaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ebisumoto, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Morimura, Nozomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 259 of 283
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Toto Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.9 Elect Director Abe, Soichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Narukiyo, Yuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Miyazaki, Satoshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Oniki, Motohiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toyo Construction Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1890
Primary ISIN: JP3609800002 Primary SEDOL: 6900063
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Maeda, Masataka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Oe, Hidetsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hamabe, Shuuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Moriyama, Etsuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 260 of 283
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Toyo Construction Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Miyawaki, Kiyofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Hirata, Hiromi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kawase, Nobuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Gunjishima, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kawasaki, Toshitsugu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Akasaki, Kanehito Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Makise, Mitsunori Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toyo Kohan Co. Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 5453
Primary ISIN: JP3610200002 Primary SEDOL: 6900160
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yoshitake, Junichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toyo Kohan Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Miyaji, Masafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamagata, Fujio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toyota Motor Corp.
Meeting Date: 06/17/2014 Country: Japan Meeting Type: Annual Ticker: 7203
Primary ISIN: JP3633400001 Primary SEDOL: 6900643
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ozawa, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. We urge the company to establish one-third independence by the 2017 AGM - as international investors led by F&C have encouraged the company to do in a letter in May 2014.
2.4 Elect Director Kodaira, Nobuyori Mgmt For Against
2.5 Elect Director Kato, Mitsuhisa Mgmt For Against
2.6 Elect Director Maekawa, Masamoto Mgmt For Against
2.7 Elect Director Ihara, Yasumori Mgmt For Against
2.8 Elect Director Sudo, Seiichi Mgmt For Against
2.9 Elect Director Saga, Koei Mgmt For Against
2.10 Elect Director Fukuichi, Tokuo Mgmt For Against
2.11 Elect Director Terashi, Shigeki Mgmt For Against
2.12 Elect Director Ishii, Yoshimasa Mgmt For Against
2.13 Elect Director Uno, Ikuo Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2.15 Elect Director Mark T. Hogan Mgmt For Against
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Toyota Motor Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Nakatsugawa, Masaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Kitayama, Teisuke Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control. transcosmos inc.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 9715
Primary ISIN: JP3635700002 Primary SEDOL: 6900955
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Okuda, Koki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Iwami, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Mukai, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Moriyama, Masakatsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nagakura, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Muta, Masaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014 transcosmos inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Kono, Masatoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Honda, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Shiraishi, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Natsuno, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Takinami, Jutaro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Yoshida, Nozomu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.15 Elect Director Uda, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Tsubakimoto Chain Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6371
Primary ISIN: JP3535400000 Primary SEDOL: 6906704
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Fujiwara, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tsubakimoto Chain Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Suzuki, Tadasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamamoto, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Haruna, Hideaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Matsuura, Tetsufumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ohara, Yasushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yajima, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Ube Industries Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4208
Primary ISIN: JP3158800007 Primary SEDOL: 6910705
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yamamoto, Yuzuru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Izumihara, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 265 of 283
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Ube Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Kubota, Takanobu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Motoda, Michitaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kusama, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Unicharm Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8113
Primary ISIN: JP3951600000 Primary SEDOL: 6911485
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Takahara, Keiichiro Mgmt For Against
Voter Rationale: F&C votes against all directors at the company as this board consists only of insiders. The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.
2.2 Elect Director Takahara, Takahisa Mgmt For Against
2.3 Elect Director Futagami, Gumpei Mgmt For Against
2.4 Elect Director Ishikawa, Eiji Mgmt For Against
2.5 Elect Director Mori, Shinji Mgmt For Against
2.6 Elect Director Nakano, Kennosuke Mgmt For Against
2.7 Elect Director Ando, Yoshiro Mgmt For Against
2.8 Elect Director Takai, Masakatsu Mgmt For Against
2.9 Elect Director Miyabayashi, Yoshihiro Mgmt For Against
2.10 Elect Director Sakaguchi, Katsuhiko Mgmt For Against
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Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Unicharm Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.11 Elect Director Moriyama, Shigeo Mgmt For Against
V Technology Co., Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7717
Primary ISIN: JP3829900004 Primary SEDOL: 6301989
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Sugimoto, Shigeto Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Kajiyama, Koichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Wada, Tadashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Katsuhara, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
VITAL KSK HOLDINGS CO LTD
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 3151
Primary ISIN: JP3778280002 Primary SEDOL: B60DQY6
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VITAL KSK HOLDINGS CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Murai, Taisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Chihara, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Hattori, Tamotsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Ichijo, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ichijo, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kobayashi, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Okuni, Junji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Tsugoshi, Masaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Manabe, Masaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Yoshimura, Yasuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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WACOM CO LTD
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 6727
Primary ISIN: JP3993400005 Primary SEDOL: 6603920
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Komiyama, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Hasegawa, Wataru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Yamamoto, Sadao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Watabe Wedding Corporation
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4696
Primary ISIN: JP3993850001 Primary SEDOL: 6096092
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kaji, Akihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Suzuki, Katsuaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Wood One Co., Ltd.
Meeting Date: 06/26/2014 Country: Japan Meeting Type: Annual Ticker: 7898
Primary ISIN: JP3390600009 Primary SEDOL: 6479875
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Authorize Internet Disclosure Mgmt For Against of Shareholder Meeting Materials - Amend Provisions on Takeover Defense Voter Rationale: The company's takeover defense does not warrant shareholder support.
3.1 Elect Director Takeda, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Takahashi, Yuuji Mgmt For Against
3.3 Elect Director Kawado, Hiroyuki Mgmt For Against
3.4 Elect Director Sako, Katsunori Mgmt For Against
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
7 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
8 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Xebio Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 8281
Primary ISIN: JP3428800001 Primary SEDOL: 6984948
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Xebio Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kitazawa, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yashiro, Masatake Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Yamada, Junji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Yachiyo Industry Co. Ltd.
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 7298
Primary ISIN: JP3933000006 Primary SEDOL: 6984711
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Itai, Kazuyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Namiki, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Motoori, Tsugio Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yachiyo Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Ota, Yasushi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Asabuki, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sasamoto, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yahagi Construction Co. Ltd.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 1870
Primary ISIN: JP3933200002 Primary SEDOL: 6985037
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Osawa, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Haneda, Tatsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Muto, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Furumoto, Yuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yahagi Construction Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Sawada, Mitsuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Takayanagi, Mitsuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Nawa, Shuuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Yamashita, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Oda, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Kono, Hideo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Ishihara, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Takeo, Kazuhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Yahoo Japan Corporation
Meeting Date: 06/19/2014 Country: Japan Meeting Type: Annual Ticker: 4689
Primary ISIN: JP3933800009 Primary SEDOL: 6084848
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Yahoo Japan Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kawabe, Kentaro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Oya, Toshiki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Miyauchi, Ken Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Imai, Yasuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kenneth Goldman Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yamada Denki Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 9831
Primary ISIN: JP3939000000 Primary SEDOL: 6985026
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ichimiya, Tadao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Iizuka, Hiroyasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yamada Denki Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Okamoto, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Karasawa, Ginji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kurihara, Masaaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kuwano, Mitsumasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Higuchi, Haruhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kobayashi, Tatsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Samata, Shinichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Fukui, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Yamada, Shigeaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Yamada, Masaru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Koyano, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yamada Denki Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.15 Elect Director Orita, Shoji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Igarashi, Makoto Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Yamato Holdings Co Ltd
Meeting Date: 06/24/2014 Country: Japan Meeting Type: Annual Ticker: 9064
Primary ISIN: JP3940000007 Primary SEDOL: 6985565
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kanda, Haruo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Minaki, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamauchi, Masaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yamazen Corp.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 8051
Primary ISIN: JP3936800006 Primary SEDOL: 6985587
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yoshii, Toru Mgmt For Against
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Yamazen Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Nakata, Meguru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Yamamoto, Masami Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Terasaka, Mitsuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kakegawa, Takashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Fukuda, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Sekiya, Nobuo Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Aso, Taichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Nagao, Yuuji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yellow Hat Ltd.
Meeting Date: 06/25/2014 Country: Japan Meeting Type: Annual Ticker: 9882
Primary ISIN: JP3131350005 Primary SEDOL: 6753591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shiraishi, Tadasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nagasawa, Ryuuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kimura, Yoshimi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sato, Kazuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yutaka Giken Co.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 7229
Primary ISIN: JP3948900000 Primary SEDOL: 6079952
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Okamoto, Minoru Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Yoshino, Toshihiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yutaka Giken Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Tsurumi, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sasaki, Jiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ichiyanagi, Tadashi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kurokawa, Katsuhiro Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Toyama, Keiji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Okamoto, Katsumi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Miyamoto, Toshitaka Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Shiraishi, Naoki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Shibayama, Hayato Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yutaka Giken Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.12 Elect Director Kitajima, Akira Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Tanemo, Akihisa Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Zenrin Co. Ltd.
Meeting Date: 06/17/2014 Country: Japan Meeting Type: Annual Ticker: 9474
Primary ISIN: JP3430400006 Primary SEDOL: 6991120
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Amita, Junya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kashiwagi, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Osako, Masuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shimizu, Tatsuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Inaba, Kazuhiko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Zeon Corp.
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4205
Primary ISIN: JP3725400000 Primary SEDOL: 6644015
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Fushimi, Yoshimasa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Oshima, Masayoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Minami, Tadayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takegami, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mitsuhira, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Hirakawa, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Ito, Kei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
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The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Zeria Pharmaceutical
Meeting Date: 06/27/2014 Country: Japan Meeting Type: Annual Ticker: 4559
Primary ISIN: JP3428850006 Primary SEDOL: 6137731
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Endo, Hirokazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Furuhata, Shigeya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kan, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Moriyama, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ono, Akira Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kishimoto, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hayashi, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Hiraga, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Ishii, Katsuyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 282 of 283
The SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014
Zeria Pharmaceutical
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.12 Elect Director Kato, Hiroki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Yokote, Hidekazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Fukahori, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Kawagoe, Toshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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