Chubu Electric Power Company, Incorporated | Disclosure of supervisory committee's financial risk audit at Chubu Electric Power Company, Incorporated

Status
10.00% votes in favour
AGM date
Previous AGM date
Proposal number
12
Resolution details
Company ticker
9502
Lead filer
Undisclosed filer
Resolution ask
Conduct due diligence, audit or risk/impact assessment
ESG theme
  • Environment
  • Governance
ESG sub-theme
  • Climate change
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
Japan
Resolved clause
To add the following Article to the Articles of Incorporation: Chapter V. Audit and Supervisory Committee (Disclosure of Audit and Supervisory Committee's Financial Risk Audit) Article X. In light of the acute and systemic financial risks arising from fraud, climate change and other serious issues, as well as the responsibility of the Audit and Supervisory Committee to audit the appropriateness of the Directors' performance of their duties, the Audit and Supervisory Committee shall disclose the following matters in the audit report in order to enhance the long-term corporate value of the Company. ① The Audit and Supervisory Committee's Assessment of the adequacy of the Company's strategies, policies, and processes to mitigate financial risks related to material issues identified by the Company (including an assessment of the adequacy of the procedures and results of the review of the financial risks that the Company may face in the event that risk management is adequately implemented or insufficient), and the basis for such assessment. ② The criteria and other frameworks for auditing whether the Company's risk management system related to material issues identified by the Company is appropriately supervised. Such disclosure shall be made to the extent costs therefor does not exceed reasonable range and shall exclude any information that constitutes trade secrets
Supporting statement
This proposal requires disclosure in the audit report of information necessary for shareholders to determine whether risk monitoring by the Company's Directors is being conducted appropriately. Currently,shareholders cannot assess whether the Company's Board of Directors adequately supervises, through its checking processes, risk management by the Company's management. In light of recent domestic scandals, shareholders have legitimate concerns about the supervisory system of the Company's Board of Directors, and the same applies to the effectiveness of the supervisory system for other material risks (such as climate-related financial risks). For example, the 2023 audit report does not point out any issues in supervision of the Directors, but the basis for this conclusion is unclear. In accordance with the Companies Act and the Corporate Governance Code, the Company should fulfill its accountability to shareholders. The disclosure required by this proposal will strengthen the Company's governance, promote the enhancement of corporate value in the medium to long term, and benefit all shareholders, including those without opportunities for dialogue with management.

How other organisations have declared their voting intentions

Organisation nameDeclared voting intentionsRationale
Allianz Global InvestorsForAllianzGI supports this proposal, as we believe that enhancing top-down oversight through rigorous evaluation and improved transparency by the committee is essential in an evolving regulatory landscape.

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