Commentary / Japan

Shareholder meetings: What’s your version?

by Yoko Ishikura

The final two weeks of June are a busy time for companies whose fiscal year concludes at the end of March, as their annual shareholder meetings are normally held during this time. What happens at such meetings is closely watched, particularly at firms where management proposals are being debated, such as the acquisition of Shire PLC by Takeda Pharmaceutical Co. and the proposed merger of Idemitsu Kosan Co. with Showa Shell Sekiyu K.K.

The way shareholder meetings are conducted has evolved since corporate governance and stewardship codes were put in place. Greater transparency and the “comply or explain” principle is required. Companies have attempted to make their meetings more open and transparent. For example, the dates of shareholder meeting are distributed more now than when the meetings of many major corporations were held on the same day. Some companies hold their meeting on weekends so more shareholders can attend.

The number of actual attendees fluctuates depending on the degree of interest in each company’s business practices, the existence of controversial topics and the gifts given to attendees. Some companies say that the number of attendees fell 80 percent when they discontinued giving gifts in recent years. In addition, the introduction of online voting has enabled shareholders to make their voices heard without attending meetings.

At the meetings, questions such as those related to the directors’ compensation scheme, the roles of advisers, and the number of independent outside board members, are asked not only to the chair of the meeting (often the CEO), but also to the outside board members to ensure independent views are heard. Overall, more discussion and debate take place at these meetings compared with decades ago when votes by shareholders were more ceremonial and there were few discussions.

In a more open and transparent environment, management faces sharper scrutiny of its decisions and future plans. Shareholder meetings are no longer for show and an event for rubber-stamping decisions. Shareholders may propose the addition of new board members or not approve current members if they do not think that management is making decisions and taking actions that will increase shareholder value, i.e., the value of their stake in the company.

From my experience of serving on the boards of several companies as an outside independent member and chair of the compensation committee, I think this is a good trend because it makes management aware of its responsibility and of the need to prove its capability to run the firm and to constantly increase its value.

Can we apply the concept of shareholder meetings to our own careers?

Throughout the world, as advances in technology stir heated debate on the future of jobs, the single-track career with the same company is becoming a thing of the past. Even in Japan, corporate employees are being encouraged to get side jobs by the Abe administration and work-style reform legislation has just cleared the Diet.

In this environment, we have more options to try multiple and parallel careers. We can start our own businesses, get involved with NPOs or organizations with social causes, or register with crowd-sourcing companies to see what kind of jobs, projects and assignments are available for the skills, knowledge and experience we have. It is time for us to take ownership of our own careers and review our decisions and actions to create value. For this purpose, I propose applying the concept of shareholder meeting to our own careers.

Regardless of our employment status, it is imperative for us to constantly think how we can increase our value. Creating our value does not come in a vacuum, however, since we need resources from outside. Resources we need may include funding (financial capital), knowledge and ideas we may not have ourselves and potential customers to whom we offer our services, to name just a few. We can hypothesize that we are managing our own company and simulate a shareholder meeting to review our performance and test our future plan with the “shareholders.”

Shareholders in our hypothetical case may include those who provide funds, such as family members, friends and/or a parent company if the company we work for has an entrepreneurship program that supports startups. Shareholders also include professionals such as accountants, IT/data analysis experts, interns and other collaborators who support our endeavor as volunteers.

Because our “shareholders” are unlikely to hold actual shares, we need to explore and identify what they are looking for. Some may want financial returns such as fees, interests or capital gain if we issue stocks and their price goes up. Others may want the reputation that they identified the potential of the startup ahead of everybody else. Those who provide us with their professional or voluntary services may want opportunities that arise from supporting the startup/social entrepreneurs before the issue becomes global. Some may want to mention their involvement in their resumes.

At our hypothetical shareholder meetings, we need to review our performance to date to show the various shareholders that we have used the resources they have provided us effectively and efficiently. We also need to share our plans for the future so that shareholders can realistically believe they will receive returns in the future. If they are not convinced of our plan, they may withdraw the resources they provided and/or demand our replacement. They may ask questions regarding whether our activities comply with the law and point to the implications of legal and regulatory development.

For platform-type businesses such as car-sharing and home renting as well as projects that some people take as side jobs, legal and regulatory procedures are reviewed and often revised in ways that are difficult for people without specialized knowledge to follow. Questions from shareholders could alert us to such issues.

By taking the role of management and simulating responses to potential questions from shareholders on our past performance and on the viability of our future plans in the changing environment, we can depart from our inward-focused perspectives in favor of a broadened view. We tend to be so passionate about our own goals and the purpose of our activities that we become too optimistic(or pessimistic in a few cases) about our plans.

Through this exercise, we can realize how many resources are supplied by a variety of outside parties to accomplish our own goals and objectives. By exploring and analyzing the expectations of the hypothetical shareholders, we may even identify potential groups of people who can support us with additional new knowledge and/or access to networks.

For example, interns or volunteers who have helped our activities may identify potential fund-raising opportunities such as crowdfunding and/or parties for collaboration such as help with social media and other marketing means to scale up our activities.

The application of shareholder meeting concept to our own careers may be quite a stretch of imagination, but it is worth a try. Are you ready to experiment?

Yoko Ishikura is a professor emeritus of Hitotsubashi University and serves as an independent consultant in the area of global strategy, competitiveness and global talent. She is a member of the World Economic Forum’s Global Future Council.