On June 23, Nissan held its annual general meeting of shareholders. While all 11 director nominees, including President and CEO Ivan Espinosa, were elected, Motoo Nagai, one of two outside director nominees with a background at Mizuho Financial Group, Nissan's main banking partner, failed to win re-election. Renault, which holds approximately 15% of Nissan's voting rights, abstained from voting. In addition, the U.S. proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis questioned Mr. Nagai's independence and recommended voting against his reappointment as Chair of the Audit Committee.

The annual shareholder meetings of Yakult Honsha and Aska Pharmaceutical, held on June 24, also centered on board appointments. U.S.-based investment fund Dalton Investments proposed its own director candidates, opposing management's nominees. However, the proposals were rejected, and the companies' nominees were approved instead. At KADOKAWA, attention focused on a proposal by Hong Kong-based investment fund Oasis Management seeking the replacement of CEO Takeshi Natsuno. Shareholders rejected the proposal, and Mr. Natsuno was re-elected. Oasis also proposed the dismissal of Kyocera Chairman Goro Yamaguchi at the company's shareholder meeting. Although both ISS and Glass Lewis supported the proposal, it was voted down on June 25.

This year's shareholder meeting season has once again highlighted the active role of activist shareholders. They have criticized outdated governance structures, inefficient capital allocation, and stagnant corporate value, calling for changes in management, asset sales, and large-scale share buybacks. In many respects, these demands are reasonable. At the same time, however, demands that place excessive emphasis on shareholder returns can undermine the interests of other stakeholders and discourage management from pursuing a long-term perspective. Reflecting these concerns, in March this year, the Legislative Council of Japan's Ministry of Justice released a draft proposal to amend the Companies Act. The proposal would tighten the conditions under which shareholders may submit proposals at shareholder meetings and allow board resolutions to modify director appointments made by nomination committees. In other words, the proposed revisions would shift the legal framework somewhat toward the interests of corporate management.

One particularly noteworthy element of the proposal is the requirement to disclose the identities of the beneficial owners behind shares held through trust banks or investment funds. The objective is not only to facilitate direct dialogue between companies and their beneficial shareholders, but also to discourage "wolf pack" tactics, whereby multiple investors quietly coordinate the accumulation of shareholdings and then collectively exert pressure on corporate management. The identity of major and controlling shareholders is also an important issue from the standpoint of economic security, and a certain degree of oversight and regulation is appropriate. At the same time, the reforms that have promoted a more open capital market have undoubtedly strengthened corporate governance in Japan, and the rights of minority shareholders should not be unduly diminished. Shareholders and management are two indispensable pillars supporting the autonomous and sustainable growth of a company. I hope future legal reforms will strike an appropriate balance by preserving a healthy degree of constructive tension between the two.

Takashi Mizukoshi, the President
This Week’s Focus, June 21 – June 25, 2026