The MS&AD Insurance Group proactively engages in highly transparent information disclosure and constructive dialogue with shareholders and investors in an effort to achieve sustainable growth and increase enterprise value.
Specifically, by providing highly transparent information disclosure, MS&AD seeks to reduce information asymmetries with shareholders and investors. Also, by obtaining feedback from constructive dialogue with shareholders and investors, MS&AD Holdings is able to share this feedback with its management and the relevant departments and utilize it in formulating its management strategies.
Policy for Constructive Dialogue with Shareholders
(Disclosure Item on Corporate Governance Code Principle 5.1 / Policy for Constructive Dialogue with Shareholders)
1. Basic Approach
The Company will actively engage in constructive dialogue with shareholders for the Company's sustained growth and enhancement of its medium- to long-term enterprise value, and will endeavor to generate further enterprise value by utilizing such dialogue in managing the Company.
In addition, the Company is engaged in establishing internal structure for disclosure of reliable information that can form a foundation for this dialogue, and in creating mechanisms to more effectively provide management and the Board of Directors with feedback regarding the content of such dialogue.
2. Control Manager for Constructive Dialogue
This shall be Director & Senior Executive Officers (responsible for the Corporate Communications and Investor Relations Department).*
3. Efforts in FY 2015
(1) Measures for organic cooperation between the Corporate Communications and Investor Relations Department, which assists with shareholder dialogue, and various other departments within the Company, and efforts to expand means of dialogue.
- Holding regular meetings for the Corporate Communications and Investor Relations Department to provide feedback to other relevant departments
- Holding investor briefings led by the heads of each business unit
- Holding exchanges of opinion with investors for the purpose of dialogue between senior management and investors
(2) Measures for providing senior management and the Board of Directors with feedback regarding shareholder dialogue.
- IR activity reports and feedback on the equity market's perception of the Company to the group management meetings and the Board of Directors semiannually, quarterly reports on the status of the Company's share price
(3) Measures concerning control of insider information in the course of shareholder dialogue
- Timely and fair disclosure of information fully utilizing the Company’s website
- Compliance with rules on the prevention of insider trading, etc., and refraining from dialogue related to earnings in the quiet period established in the IR policy as being three weeks prior to the announcement of earnings.
* Shiro Fujii, Director, Vice President Executive Officers, is currently in charge of this assignment.
- Announcement of the “Policy for Constructive Dialogue with Shareholders”
- Holding of “MS&AD IR Day” with the objectives being to have the top management of each business division explain business details and to carry on a constructive dialogue between management executives and investors
- As measures to strengthen information sharing with management and relevant departments, implementation of regular reporting on IR activities, feedback on how the stock markets view the Company, and quarterly reports on the Company’s share price to the Group Management Committee and the Board of Directors
- Creation of a program for feedback meetings to the Group’s relevant departments
Activities Undertaken in Fiscal 2016
The Group organized Information Meetings at which the President explained management strategies and performance, as well as MS&AD IR Day, which aimed to have a constructive dialogue between management executives and investors.
Opportunities also were created for the President and the officer in charge of the Corporate Communications and Investor Relations Department to speak directly to major shareholders and investors in Japan and abroad.
The opinions of shareholders and investors gleaned from these conversations are being reflected in management strategies with the aim of improving enterprise value.
Specific examples include ideas for enhancing profitability (improving the loss ratio, reducing costs), reducing strategic equity holdings, and using surplus capital to bolster shareholder returns and invest in growth.
For individual investors, MS&AD Holdings held corporate briefings around Japan and participated for the first time in the Nikkei IR and Investment Fair.
IR Activities for Overseas Investors
With foreign investors and foreign corporate investors making up almost 40% of all its investors, MS&AD Holdings has been stepping up efforts for the disclosure and dissemination of information while engaging in a dialogue with overseas investors.
The President and the officer in charge of the Corporate Communications and Investor Relations Department take trips overseas to visit with investors and proactively participate in conferences sponsored by securities firms for foreign investors as a part of our constructive dialogue initiatives.
From the viewpoint of disclosing information in a timely and fair manner, MS&AD Holdings is enhancing information disclosure through the English version of its Web site, making concerted efforts to augment information for foreign investors.
Information Disclosure as the Basis for Dialogue
General Shareholders’ Meeting