Tokyo Cosmos Electric Co., Ltd Opposes Shareholder Proposal
May 20, 2024 at 05:00 am
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On May 20, 2024, Tokyo Cosmos Electric Co., Ltd, announced in its press release that it had decided to oppose the shareholder proposal from Global ESG Strategy for its 67th Annual General Meeting of Shareholders. The proposals are as follows, i) Appropriation of Surplus, ii) Partial amendment to the Articles of Association (dividend policy for surplus funds), iii) Partial amendment to the Articles of Association (handling of meetings with shareholders by directors). The company has opposed the proposals for the following reasons, i) The Proposal, which calls for a dividend of JPY 571 per share, or 80% or more of net profit, is incompatible with the Company's basic policy on shareholder returns and capital utilisation measures aimed at increasing the Company's corporate value over the medium to long term, and is a speculative proposal intended to generate short-term profits, without taking into account the Company's social significance and business risks, ii) The Company believes that the contents of the Proposal should not be included in the Articles of Association, as it is contrary to the nature of the Articles of Association, in addition to being an obstacle to improving the medium- and long-term corporate value of the Company and ensuring the common interests of shareholders, iii) If the human resources of directors are unfairly constrained and the medium- to long-term sustainable growth of the company is hindered, it would be contrary to the Corporate Governance Code, which aims for sustainable growth and medium- to long-term enhancement of corporate value, in this way, the Company believes that the Proposal imposes excessive restrictions and burdens on the Company's way of being.
Tokyo Cosmos Electric Co., Ltd. is a Japan-based company mainly engaged in the manufacture and sale of resistors and automotive electrical components. The Company operates through two business segments. The Variable Resistor segment is engaged in the provision of variable resistors and semi-fixed resistors for industrial equipment and consumer equipment. The Automotive Electrical Components segment is engaged in the provision of automotive position sensors, torque sensors, angle sensors, automotive side mirror heaters and automotive film heaters. The Company is also engaged in the operation of mixed integrated circuits business, production equipment and dies business, as well as switches business.