Daiwa House Group

Daiwa House Group

Investor Relations

Status to the Corporate Governance Code

Last updated: July. 15, 2021

In accordance with listing regulations, listed companies are required to "comply or explain" (either to comply with the principles or, if not complying, explain the reason why not to do so) with regard to the Corporate Governance Code*.

Daiwa House Industry (the Company), in its efforts to ensure sustainable growth and increases in corporate value over the medium to long term, has duly considered the basis and spirit of the Corporate Governance Code. The Company "complies" with each of the principles and "explains" with regard to certain principles. The Company provides explanations with regard to items that are required to disclose and explanations of principles that are not implemented, as follows.

Items that are required to disclose

The Company discloses the following information in order to contribute to constructive dialogue with its shareholders.

Principles Items Disclosed
1.3 Basic Strategy for Capital Policy
Basic Policy on Shareholder Returns
1.4 Policy on Cross-Shareholdings
Standards for Exercising Voting Rights on Cross-Shareholdings
1.7 Procedures for Related Party Transactions
3.1.i Management Philosophy, etc., Business Strategy and Business Plans
3.1.ii Basic Guidelines on Corporate Governance
3.1.iii Policies and Procedures in Determining the Remuneration
3.1.iv Policies and Procedures for the Appointment
3.1.v Explanations for the Individual Appointments,Dismissals and Nominations of Candidates for Directors and Audit & Supervisory Board Members
4.1.1 Issues for Resolution and Scope of Delegation by the Board of Directors
4.8 Views on the Number of Outside Directors
4.9 Independence Standards for Outside Executives
4.11.1 Views on the Appropriate Balance, Diversity and size, etc. of the Board of Directors as a Whole
4.11.2 Concurrent Positions of Directors and Audit & Supervisory Board Members
4.11.3 Summary Results of the Evaluation on the Board of Directors
4.14.2 Training Policy for Directors and Audit & Supervisory Board Members
5.1 Policy on Promoting Constructive Dialogue with Shareholders

Explanations of principles that are not implemented

[Supplementary Principle 1.2.3]
The determination of the date of the General Meeting of Shareholder and any associated dates should be made in consideration of facilitating sufficient constructive dialogue with shareholders and ensuring the accuracy of information necessary for such dialogue.

The Company recognizes that the General Meeting of Shareholders is an important place for holding constructive dialogue with its shareholders and works to determine suitable schedules, such as by providing early notification of convocation. However the Company holds its General Meeting of Shareholders each year on a day on which many other companies hold shareholders meetings for the following two reasons.

  1. 1. Relation to the fiscal closing date
    The Company determines its fiscal closing dates from the viewpoint of securing sufficient time for appropriate financial reporting and high quality audits. Accordingly, under the current system, it could prove difficult to bring forward the dates, including the date of the General Meeting of Shareholders, due to the consideration of the time required for the account closing tasks.
  2. 2. Venue issues
    To enable many shareholders to attend the General Meeting of Shareholders, the Company convenes these meetings in venues that have good traffic access and have ample seating capacity. During the General Meeting of Shareholders season, the same venue may also be used by other companies. To avoid scheduling overlaps, the Company sets its meeting date in coordination with other companies. As dates for convening meetings have grown more diverse, it has become difficult to secure other venues of the same scale in the same area and offering the same easy access. For this reason, the Company plans to continue holding its meetings in the current location.

Considering the above issues, it is most likely that at this present time, the Company will continue to set its date of General Meeting of Shareholders on a day on which many other companies hold theirs. However, from the point of view of holding constructive dialogue with its shareholders, the Company will make efforts to resolve the reasons stated above in the medium to long term.

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