Nippon Steel Corporation | Amendment to the Articles of Incorporation Regarding the Establishment of the Strategic Review Committee for Listed Subsidiaries at Nippon Steel Corporation

Status
AGM passed
AGM date
Proposal number
4
Resolution details
Company ticker
5401
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Other
Filer type
Shareholder
Company sector
Materials
Company HQ country
Japan
Resolved clause
With regard to the proposal in 1. below (the “Proposal to Amend Articles of Incorporation”), if any formal adjustments (including but not limited to renumbering of clauses) to any chapters or clauses of the Company's Articles of Incorporation referred to in the Proposal to Amend Articles of Incorporation are required due to approval or disapproval of other proposals (including those related to any of the Company’s proposals) presented at the Company's General Meeting of Shareholders, the clauses related to the Proposal to Amend Articles of Incorporation shall be deemed to refer to the clauses that reflect the required adjustments. For more explanation of the Shareholder Proposal below, please refer to https://stracap.jp/NIPPON-OSAKASTEEL/ or the link to a special webpage to be provided in the upper right-hand corner of the website of Strategic Capital, Inc. (https://stracap.jp/). All corporate figures contained in the Shareholder Proposal are based on the Company's consolidated financial statements, unless identified as “non-consolidated.” To add the following Chapter and Article to the current Articles of Incorporation: CHAPTER IV Article 29 DIRECTORS AND BOARD OF DIRECTORS The Board of Directors shall establish, under the Board of Directors, a Strategic Review Committee for Listed Subsidiaries (the “Committee” as referred to in this article) to support decision-making by the Board of Directors. 2. The Committee shall comprise five (5) or more directors of the Company selected by resolution of the Board of Directors, a majority of whom shall be Outside Directors. 3. The Committee may request that the representative directors of listed subsidiaries of which the Company is the parent company, as well as any other persons whom the Committee deems necessary, attend meetings of the Committee and provide explanations. 4. From the perspectives of maximizing shareholder value of the Company and its listed subsidiaries and protecting the interests of minority shareholders of the listed subsidiaries, the Committee shall deliberate on the matters listed below and report its findings to the Board of Directors: (1) policy on holding listed subsidiaries (including but not limited to making them wholly owned subsidiaries of the Company, divesting all of the Company’s holdings of shares of listed subsidiaries, or maintaining the listing of a listed subsidiary); (2) where the listing of a listed subsidiary is to be maintained, the rationale and the specific contributions of maintaining the subsidiary’s listing to enhancing shareholder value of both the Company and the listed subsidiary; (3) whether listed subsidiaries have established a certain governance, which will ensure appropriate discipline regarding their management and protect the interests of minority shareholders of listed subsidiaries; and (4) where a listed subsidiary’s PBR as of the last stock trading day of the previous fiscal year is below 1x, or its return on equity as of the end of the previous fiscal year is below 8%, the appropriateness of the management plans, capital policy and measures to enhance shareholder value of such listed subsidiary. (For the purpose hereof, “PBR” means the value calculated by dividing the price per share of common stock by the per-share amount of consolidated net assets (meaning the value calculated in accordance with the methods, including deducting the number of treasury shares from the number of issued shares when computing the divisor, specified in Guidance No.4 of the Accounting Standards Board of Japan (ASBJ) titled “Guidance on Accounting Standard for Earnings Per Share”).) 5. The Committee shall be held at least once every quarter and may be convened by any member of the Committee. Resolutions of the Committee shall be adopted by a majority of the votes of the members present at a meeting where a majority of the members entitled to participate in the vote are present. In addition, the detailed procedures for convening and holding meetings of the Committee, the terms of office of members, and other related matters shall be set forth in the Rules of the Strategic Review Committee for Listed Subsidiaries prescribed by the Committee. 6. Expenses required for operation of the Committee shall be borne by the Company.
Supporting statement
Reason for the proposal Since 2025, the Company has made two listed subsidiaries wholly owned, while at the same time partially selling its stake in Osaka Steel Co., Ltd. and keeping it listed. The response lacks consistency and increases the subsidiaries’ cost of capital. Despite this, it appears that the Company’s Board of Directors has not discussed a policy regarding holding these listed subsidiaries. However, the Company now requires enormous funds due to the acquisition of U.S. Steel and recently even issued zero-coupon convertible bonds with stock acquisition rights. It should therefore also consider selling shares in non-essential listed subsidiaries to raise the necessary funds. More fundamentally, the Tokyo Stock Exchange has highlighted issues with parent-subsidiary dual listings such as lack of protection for minority shareholders; furthermore, the fact that no discussion at all has taken place at the board level regarding this distorted ownership structure is problematic. Accordingly, such a committee should be established in order to create a framework for examining the policy on holding listed subsidiaries from the perspectives of the Company’s group strategy, capital policy, and the protection of minority shareholders of listed subsidiaries.

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