Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1.Basic Policy【Updated】

A.Basic Views on Corporate Governance

Nippon Express upholds its mission to resolve social issues through logistics and support social sustained development and growth in accordance with the “Nippon Express Group Corporate Philosophy.” We also believe that working hand-in-hand with all stakeholders, including shareholders and investors, and respecting their viewpoints is indispensable to the realization of sustained growth and improvement of corporate value. To this end, ensuring compliance and guaranteeing management transparency, as well as speedy management through rapid decision-making and the clarification of responsibility, are important. Building such a system and ensuring that it functions properly comprises our basic policy on corporate governance. On the grounds of these basic views, our company strives for continuous progress and reinforcement of its corporate governance.

【Nippon Express Group Corporate Philosophy】

  • Our Mission
    Be a Driving Force for Social Development
  • Our Challenge
    Create New Ideas and Value that Expand the Field of Logistics
  • Our Pride
    Inspire Trust Every Step of the Way

B.Implementation of Practical Measures for Corporate Governance

Nippon Express is a company based on an Audit & Supervisory Board structure. In addition to the Board of Directors and Audit & Supervisory Board, our company has introduced a Board of Officers system with the goal of ensuring rapid decision-making and business execution.

The Board of Directors consists of 9 members, including three outside Directors, and meets once per month or whenever necessary to make important management decisions and decisions of matters stipulated by laws and regulations and articles of incorporation, and to supervise business execution. Additionally, in order to obtain the opinions of independent outside Directors concerning important matters such as the compensation and nomination of Officers, our company has established a fair and transparent discretionary Compensation and Nomination Advisory Committee, Committee—with three out of four committee members as independent outside directors, as an advisory body to the Board of Directors. Board members serve a one-year term. This enables us to clarify the Board's responsibilities for each fiscal year.

The Audit & Supervisory Board (“Audit & Supervisory Board“ or “A & S Board”) consists of five members, including three outside Audit & Supervisory Board Members, and generally meets once every three months or whenever necessary. The Audit & Supervisory Board Members attend important meetings, including Board of Directors meetings, where they offer their opinions from the viewpoint of objectivity and fairness on overall management as well as on individual matters. They also provide oversight of company Directors by inspecting the legality of business activities and the status of internal control. In addition, the Audit & Supervisory Board Members examine important documents, make visiting audits to major offices and inspect subsidiaries. They then report their results to the Audit & Supervisory Board and the Board of Directors, while checking the task enforcement of the Corporate Affairs Division.

The Board of Executive Officers is comprised of 33 members, including 5 serving as Directors, and generally meets once per month or whenever necessary. The executive officers communicate decisions and instructions made by the Board of Directors while reporting on the status of Company operations and deliberating on important matters. Like the Directors, they serve a one-year term.

Please also refer to “Ⅱ-2. Matters Regarding Functions of Execution of Duties, Auditing and Supervision, Appointment, Decisions on Compensation, etc. (Overview of Current Corporate governance)”.

Reasons for Non-compliance with Principles of the Corporate Governance Code

Japan’s Corporate Governance Code was established by the Tokyo Stock Exchange. Our company is in compliance with all of the principals of JPX’s Corporate Governance Code

Disclosure Based on Principles of the Corporate Governance Code【Updated】

Our company included the disclosure based on each principle and our policy and implementations regarding all 78 principles—general principles, Principles and Supplementary Principles—in the “Nippon Express Policy and Implementations of JPX’s Corporate Governance Code.” We published these at the end of this report and on our website.
(Japanese)
https://www.nittsu.co.jp/ir/governance/index.html
(URL of the Global Site)
https://www.nipponexpress.com/ir/governance/

Our implementations of the eleven principles of disclosure are as follows:

Principle 1.4 Cross-Shareholdings

In principle, our company will reduce cross-shareholdings and will not acquire new shares from other companies. We will not accept any cross-shareholding requests for the sake of retaining loyal shareholders. However, as an exception, we may hold such shares if we decide that the action would improve our mid to long-term corporate value by increasing the number of business transactions, expanding our business scope, strengthening our relationship with business partners and promoting cooperative collaborations.

For cross-shareholdings, our board of directors will annually review the rationality of holding each share name including capital costs and benefits of holding. The benefits will be evaluated not only from quantitative aspects but also from qualitative aspects. Specifically, we will review the benefits using the following criteria:

  • Whether or not the benefits of cross-shareholdings are in proportion with the weighted average cost of capital (WACC) in our company’s capital policy.
  • Whether or not holding these shares has contributed in expanding our company’s marketing area (i.e. whether or not it has created reasonable sales against the market value of the shares).
  • Whether or not holding these shares has contributed in increasing our corporate value (i.e. whether or not it has strengthened our relationship with business partners or promoted cooperative collaborations).
  • Whether or not we can expect an improvement of our corporate value in the future according to our business strategy (i.e. an increase in the number of business transactions or expansion of our business scope).

We conducted the above review at the board meeting held in May this year, and the result was as follows:

(Specific cross-shareholdings)
(A)Number of stocks to which one or more of the criteria listed above applies: 62
(B)Number of stocks which we are planning to sell part or all: 27

(Deemed cross-shareholdings)
(A)Number of stocks to which one or more of the criteria listed above applies: 8
(B)Number of stocks which we are planning to sell part or all: 3

Seven of the above overlap with the stocks we are holding.

Our company policy for each category:
Regarding (A), our company considers that there is a rationality in holding these shares. However, we will provide opportunities to hold dialogues with the issuing companies as necessary. We will check the positioning of our company’s shareholdings, and if we can confirm that there will be no damage to our relationship with the issuing bodies by selling the shares, we will sell them by taking into consideration our company’s fund and market conditions.
Regarding (B), these stocks are the ones which we have decided to sell part or all of our holdings after discussions with the issuing bodies last year but have not yet sold after taking into consideration our company’s fund and market conditions. We will continue to review the time and method for sales. Note that those shares which are to be sold partially but still owned by our company will fall into one or more of the above criteria and policy (A) will apply.
Under these policies, we sold the entire shares of 43 stocks and the part of 3 stocks listed in specific cross-shareholdings and the entire shares of 2 stocks listed in deemed cross-shareholdings last year. This brought us approximately 1.7b yen.
As a result, the number of listed companies which we still held shares of as cross-shareholdings was 89 (-32.5% from the end of 2018) and 11 of the deemed cross-shareholdings (-15.3% from the end of 2018) as of the end of March. (Seven of the above belong to both categories.)

Our company opposes the following actions regarding exercising voting rights on cross-shareholdings.

  • Actions which may lose the balance between holding on cross-shareholding and the purpose of cross-shareholding.
  • Actions which hinder the maintenance and expansion of the relationship with our business partners.

Our company will have regular meetings with the issuing companies of the shares and check our agreed upon standpoint concerning these shares. However, if we see a rapid deterioration in an issuing company’s business performance or a sign of a weakening in our business relationship with a company, we will set up a meeting as soon as possible and utilize the results when deciding whether or not to approve actions.

Principle 1.7 Related Party Transactions

When a board director engages in competing transactions, transactions between a board director and our company or transactions involving any conflict of interest, the director must seek approval at a meeting of directors including independent outside officers. We conduct an investigation each year to see if any of our board directors, corporate officers or A & S Board Members engage in transactions with our company or a consolidated subsidiary. We disclose the results in our annual securities report in accordance with regulations including the “Accounting Standards for Related Party Disclosures.” Currently, there is no such transaction in existence.

Principle 2.6 Roles of Corporate Pension Funds as Asset Owners

In order to support our employees’ asset formation and reduce management risk of corporate pension funds, we adopted the fixed contribution pension system in 2007.
In order to teach our employees how to increase their assets, we are working to educate them in how to properly do this. As a part of new employee education, we implement fixed contribution pension seminars and teach basic knowledge on the systems used to start asset management and relevant precautions.
We conduct investment educational seminars once a year for our pension fund beneficiaries and teach employees the importance of long-term investments, continuous investments and diversified investments, depending on their individual future plans. In order to make this more effective and realistic, we review the educational content based on the monitoring results of operation status in cooperation with the operation management institution. In addition, we form a committee with the labor union to reflect the opinions and requests of the members.
For the products we have selected, we monitor the performance of the products annually based on the report from the operation management institution.

Principle 3.1 Full Disclosure

  • ( i ) Company objectives (i.e. business principles), business strategies and business plans;

    The “Nippon Express Group Corporate Philosophy” describes what we should be doing including goals our corporate group should achieve, what we value, and how we contribute to society. In order to exemplify our corporate philosophy, we established the “Nippon Express Group Charter of Conduct”--which defines the direction of day-to-day behaviors of all employees including our determination to uphold “Safety, Compliance and Quality”--and the “Nippon Express Group Corporate Message”--known as “We Find the Way,” which defines the value and attitude we provide to our customers and society as a company. The charter and the message are the values our corporate group cherishes.
    All of these are available on our company’s website, annual reports and corporate social responsibility reports (CSR Reports).

    <The Nippon Express Group Corporate Philosophy and the Nippon Express Group Charter of Conduct>
    (Japanese) https://www.nittsu.co.jp/corporate/philosophy-charter/
    (Our global website) https://www.nipponexpress.com/about/policy/philosophy.html

    <Nippon Express Group Corporate Message>
    (Japanese) https://www.nittsu.co.jp/corporate/message.html
    (Our global website) https://www.nipponexpress.com/about/policy/message.html

    In addition, based on our philosophy and message, we have reflected what our group should achieve and developed a long-term vision. As the detailed plan for the vision, we have set “Nippon Express Business Plan.” In order to achieve our long-term vision, we consider preservation of the global environment and success of all employees important issues which we need to promote for the development of society, and sustainable growth and improvement of our corporate value. With “dedication to the reduction of carbon dioxide emissions as a logistics company” and “reformation toward a company where employees feel happy” at the forefront, we have established KPIs which are related to the reduction of CO2 emissions and improvement of the workplace environment.

    Our long-term visions and business plans are available on our websites.
    (Japanese) https://www.nittsu.co.jp/ir/event/policy-meeting/
    (Our global website) https://www.nipponexpress.com/ir/event/plan/

  • ( ii ) Basic views and guidelines on corporate governance based on each of the principles of the code;

    Our company upholds its mission to resolve social issues through logistics and support social sustained development and growth in accordance with the “Nippon Express Group Corporate Philosophy.” We also believe that working hand-in-hand with all stakeholders, including shareholders and investors, and respecting their viewpoints is indispensable to the realization of sustained growth and improvement of corporate value. To this end, ensuring compliance and guaranteeing management transparency, as well as speedy management through rapid decision-making and the clarification of responsibility, are important. Building such a system and ensuring that it functions properly comprises our basic policy on corporate governance. On the grounds of these basic views, our company strives for continuous progress and reinforcement of its corporate governance.

    Our basic view on corporate governance is on our websites:
    (Japanese) https://www.nittsu.co.jp/ir/governance/index.html
    (Our global website) https://www.nipponexpress.com/ir/governance/

    【Nippon Express Group Corporate Philosophy】

    Our Mission
    Be a Driving Force for Social Development

    Our Challenge
    Create New Ideas and Values that Expand the Field of Logistics

    Our Pride
    Inspire Trust Every Step of the Way

  • ( iii ) Board policies and procedures in determining the remuneration of senior management and directors;

    Our company has established a basic policy regarding decision-making procedures for officer remuneration and the structure for the remuneration in our internal rules. The procedures and the basic policy are discussed within the discretionary Remuneration and Nomination Advisory Committee. The committee was established as an advisory body of our board with three out of four committee members being independent outside directors and with the chairperson a non-executive director. Our board makes decisions based on the committee’s report.
    Our officers’ remuneration policy is as follows:

    (Officers’ remuneration policy)

    • Basic policy
      • Remuneration should be sufficient to entice individuals who can implement our company’s philosophy.
      • Remuneration should enhance motivation for sustainable improvement of our corporate value.
      • The remuneration system should be fair and rational since our company is required to disclose our remuneration system via corporate governance codes and security reports.
    • Remuneration structure
      • Remuneration should consist of basic (fixed) remuneration and variable compensation based on performance.
      • Remuneration for outside directors should consist of basic remuneration based on their roles and independent status.
    • Basic remuneration

      Basic remuneration is determined by taking into consideration industry standards based on surveys of external specialist institutions and also dependant on their roles.

    • Performance-based compensation
      • As short-term performance-based compensation, our company pays bonuses using each year’s performance as indicators.
      • As mid- and long-term compensation, our company pays share-based remuneration which reflects the level of achievement of mid-term business plan and the level of improvement of our company’s corporate value (share value).

    Specific amounts will be within those limits, as resolved by the 100th annual shareholder meeting held on June 29, 2006, while taking into consideration company performance, industry standards and employee salary levels.

    In addition to the existing officer remuneration and bonuses, as of September 2016, our company introduced a performance-based stock compensation plan using trusts for our directors and corporate officers (excluding outside directors and those who do not reside in Japan) with a goal to further enhance the motivation of officers to contribute to the improvement of our company’s corporate value and shareholder value over the mid to long-term. Please also see Supplementary Principles 4.2.1 in “Nippon Express Policy and Implementations of JPX`s Corporate Governance Code”.

    Our company has established internal rules and regulations regarding the decision-making procedures for officers’ remuneration. In particular, based on the officers’ roles and business performance status, directors’ remuneration is decided by our board, and auditors’ remuneration is determined via a discussion amongst the auditors. However, we greatly respect the discussion and the report based on the resolution of the discretionary Remuneration and Nomination Advisory Committee, an advisory body of our board.

  • ( iv ) Board policies and procedures in the appointment/dismissal of senior management and the nomination of director and A & S Board Member candidates

    When selecting director candidates, our board selects individuals who have the appropriate character, knowledge, experience of business management, expertise in law, accounting and other fields and skills as well as academic backgrounds.
    When we select candidates for outside directors and outside A & S Board Members, we select individuals who meet all criteria for these positions, as stipulated in Items 15 and 16, Article 2 of the Companies Act and from the viewpoints of whether or not they are suitable candidates for monitoring the overall operation of our company with excellent character and knowledge and abundant prior management experience.
    For the appointment and dismissal of these officers, we have established a discretionary Remuneration and Nomination Advisory Committee—with three out of four committee members as independent outside directors—as an advisory body of our board. We make hiring decisions based on the committee’s report.

  • ( v ) Explanations with respect to the individual appointments/dismissals of executive managers and nominations of candidates for directors and A & S Board Members based on (iv).

    Personal history and reasons for the selection of each candidate for director or A & S Board Member positions is stated in the “Convening Notice of the Annual Shareholder Meeting” and is posted on our website :
    (Japanese) https://www.nittsu.co.jp/ir/event/general-meeting/
    (Our global website) https://www.nipponexpress.com/ir/event/meetings/

Supplementary Principle 4.1.1 Scope of Matters to be Delegated to the Management

Our board determines matters stipulated by the law or the article of incorporation and important business management matters in accordance with the board’s regulations and agenda standards. However, for the purpose of agile decision-making and to improve the supervision capacity of the board, we delegate individual business management matters to the corporate officers who are in charge of implementation as often as possible.

Principle 4.9 Independence Standards and Qualifications for Independent Directors

Taking into consideration the requirement for outside directors stipulated in the Companies Act and the criteria set by securities exchanges, our company has established our own standards; and we appoint outside directors and outside A & S Board Members in accordance with these standards.

When the following items do not apply to an outside director or an outside A & S Board Member candidate, we consider that they have the appropriate independence.

  • An individual who is an executive officer* of our company or our group company or has been one ten years before the selection;
  • An individual who is a shareholder or a representative of a shareholder who owns 10% or more of the total voting rights of our company shares;
  • An individual who is the executive officer of a business partner of our group company with more than 2% of our consolidated sales;
  • An individual who has received more than 10 million yen per business year from our company as remuneration as a consultant, a lawyer or a public accountant;
  • An individual who works at the auditing firm of our company’s A & S Board Member; or
  • An individual who belongs to one of the groups which received an average of 10 million yen of donations during the last three business years from our company or our group company.

An “executive officer” signifies an executive director, a corporate officer or an employee.

Supplementary Principle 4.11.1 Policies on the Board of Directors as a Whole and Appointment Procedures

Our board consists of nine directors including three outside directors and five A & S Board Members including three outside members.
When we select director candidates, among those who our company believes to have the ability to lead our corporate group to achieve true global business management, we select individuals, regardless of gender, who have the knowledge and experience to execute our company’s business management in an accurate, fair and effective manner, execute each strategy in our management plan swiftly without fail and have sufficient social credibility. In order to create new values through innovation and become a corporate group with a strong presence in the global logistics market, we properly allocate individuals who have the necessary qualities such as having ability to see things from multiple perspectives including those who have the respectable character, knowledge, experience of business management, expertise in law, accounting and other fields as well as academic backgrounds.
When we select director and A & S Board Member candidates, we make decisions based on the report from the discretionary Remuneration and Nomination Advisory Committee—with three out of four committee members who are independent outside directors—as the advisory body of the board of directors.

Supplementary Principle 4.11.2 Concurrent Positions of Directors and Audit & Supervisory Board Members at Other Companies

Our company annually discloses the status of our outside directors and outside A & S Board Members holding additional posts through the Convening Notices of General Shareholder Meetings, annual securities reports and corporate governance reports.
Our board regularly checks whether or not our executive directors are serving as officers at other companies. Currently, there is no interlocking position which may limit the directors from fulfilling their roles and responsibilities. No full-time A & S Board Members are serving as officers at other companies, so they can concentrate solely on their roles within our company.

Supplementary Principle 4.11.3 Analysis and Assessment of the Effectiveness of Board of Directors as a Whole

In addition to reports of execution status from each director, by using an external institution, our board implements a survey on the effectiveness of the entire board to directors and A & S Board Members, including outside officers, and collect their opinions.
The survey results are analyzed and evaluated, and the board discusses and investigates the outcomes. The board checks the accumulation results from the institution on the structure, operation, management and business strategies, corporate ethics, risk management, evaluation of the management and the status of remuneration. From our last survey results, we decided that the effectiveness of the entire board was maintained.

In particular, the points which were evaluated as effective throughout the survey questionnaire were (1) the proportion of outside directors to the board being one third, (2) the chairperson of the board managing our board fairly and effectively as a non-executive director, (3) pre-meeting briefings for outside officers being effective opportunities for the officers to understand agenda topics, (4) the management’s opinions and strategies on important matters being explained in detail, (5) decisions being made by taking into consideration capital costs when evaluating management strategies and business strategies, and (6) the management placing importance on compliance in management of corporate ethics and risk management.
Key issues were extracted from the recent effective evaluation survey, so we have designated a few steps for improvement including an increase in the frequency of progress reports to the board regarding the business plan and important investment plans, and a change to our policy of the board structure by increasing the proportion of outside directors to at least one third. While working on these matters, our board has strengthened its monitoring function. In 2019, our board has strived to improve its efficiency by appointing a non-executive chairperson to clarify their roles of business execution and monitoring.

For the points evaluated as highly effective, we will continue our discussions to see if there is more room for improvement and assure effectiveness of the board.

For an overview of the effectiveness evaluation survey, please also refer to “Corporate Governance Report” issued by our Company.
Our company’s Corporate Governance Report is available on our websites:
(Japanese) https://www.nittsu.co.jp/ir/governance/
(Our global website) https://www.nipponexpress.com/ir/governance/

Supplementary Principle 4.14.2 Training Policy

Our company provides opportunities for seminars and social gatherings for directors and A & S Board Members to deepen their understanding of our company’s business challenges and acquire the necessary knowledge of financial affairs and laws. We bear the expenses of these. We expect our A & S Board Members to acquire wide knowledge through attending various meetings of the Japan Audit & Supervisory Board Members Association as its members and seminars held by the Japan Industrial Management & Accounting Institute.
For our outside directors and outside A & S Board Members, we provide opportunities to acquire knowledge concerning our company’s business operations through participating in various internal events and site visits.
For our corporate officers and the candidates for our company’s senior managers, we provide external training courses, such as a Master of Business Management, so that they can acquire knowledge necessary for executive managers including global business management, financial literacy, business strategies and governance.
We consider the above trainings a good method for training successors of senior managers.

Principle 5.1 Policy for Constructive Dialogue with Shareholders

For dialogues with shareholders and investors, the Investor Relations Promotion Group of the Corporate Planning Division within the Corporate Strategy Unit, which is managed by our top managers, responds to requests. Giving consideration to topics and dates, our top managers, the director in charge and/or senior managers (including corporate officers) attend the meetings.
As methods used to hold dialogues, we hold one-on-one base meetings in Japan and overseas as well as telephone conferences during the first and third quarters and financial settlement briefings during the second quarter and at the end of the year. We also hold site visits, business result presentations and small meetings as necessary. We attend small meetings and Investor Relations Conferences held by securities firms in order to create opportunities for dialogues with shareholders and investors.
Opinions gained from shareholders and investors through dialogues are reported at the board meetings regularly by the director in charge of investor relations. The manager of the Investor Relations Promotion Group shares feedback during an individual meeting with each director, including each outside director, every six months. To the senior managers (including corporate officers and division managers from the main office), we share the opinion of market players via emails as necessary. We also send feedback to relevant internal divisions quarterly and incorporate successful initiatives into our corporate activities.

Inside our company, the Investor Relations Promotion Group serves as the secretariat for information disclosure. The Group establishes, implements and amends the Disclosure Policy with cooperation from other divisions such as the Public Relations & Advertising Division, the General Affairs Division, the Financial Planning Division, the Accounting Division and the Corporate Planning Division. The Group also discusses the appropriateness of information disclosure activities with these divisions. The results are then reported to the board for it to make a final decision. Based on the Disclosure Policy resolved at the board, one of the top managers or another officer who is nominated as the individual responsible discloses the information. The board obtains the progress of our information disclosure activities through reports by the director in charge of the Corporate Planning Division and also checks the appropriateness of the policy.

Our company’s Disclosure Policy is available on our websites:
(Japanese) https://www.nittsu.co.jp/ir/disclosure/
(Our global website) https://www.nipponexpress.com/ir/disclosure/

2.Capital Structure

Ratio of Foreign Shareholders Between 20% and 30%

Principal Shareholders【Updated】

Name Number of shares Holdings (%)
The Master Trust Bank of Japan, Ltd. (Account in Trust) 9,513,400 10.22
Japan Trustee Services Bank, Ltd. (Account in Trust) 8,737,500 9.38
Asahi Mutual Life Insurance Company 5,601,967 6.02
Mizuho Trust & Banking Co., Ltd. as trustee for Retirement Benefit Trust of Mizuho Bank, Ltd. (re-entrusted by Trust & Custody Services Bank, Ltd.) 4,150,000 4.45
Nippon Express Employees' Shareholding Association 3,634,619 3.90
Sompo Japan Nipponkoa Insurance Inc. 3,567,752 3.83
Japan Trustee Services Bank, Ltd. (Account in Trust No. 9) 2,291,500 2.46
Japan Trustee Services Bank, Ltd. (Account in Trust No. 4) 1,960,000 2.10
Japan Trustee Services Bank, Ltd. (Account in Trust No. 7) 1,504,000 1.61
MUFG Bank, Ltd. 1,492,138 1.60
Majority Shareholder (excluding the parent company) None
Parent Company None

Supplemental Information 【Updated】

  • Information on "Major Shareholders" shown above is based on the status as of March 31, 2020.
  • In a Large Shareholding Report (Change of Status Report) which is being made available for public inspection as of October 7, 2019, it is described that, Nomura Securities Co., Ltd. and other three joint holders, Nomura Holdings, Inc., Nomura International PLC and Nomura Asset Management Co., Ltd. hold the following shares as of September 31, 2019; however, since the Company could not confirm the actual number of shares owned as of March 31, 2020, such shares are not included in Status of Major Shareholders described above.

    The content of the Large Shareholding Report (Change of Status Report) is as follows.

    Name Address Number of Shares
    (Thousand shares)
    Holdings (%)
    Nomura Securities Co., Ltd. 1-9-1, Nihombashi, Chuo-ku, Tokyo, Japan 210 0.2
    Nomura Holdings, Inc. 1-9-1, Nihombashi, Chuo-ku, Tokyo, Japan 0 0.0
    Nomura International PLC 1 Angel Lane, London EC4R 3AB, United Kingdom 202 0.2
    Nomura Asset Management Co., Ltd. 1-12-1, Nihombashi, Chuo-ku, Tokyo, Japan 4,620 4.7
    Total   5,034 5.1
  • In a Large Shareholding Report (Change of Status Report) which is being made available for public inspection as of December 19, 2019, it is described that, Sumitomo Mitsui Trust Asset Management Co., Ltd. and other joint holder, Nikko Asset management Co., Ltd. hold the following shares as of December 31, 2019; however, since the Company could not confirm the actual number of shares owned as of March 31, 2020, such shares are not included in Status of Major Shareholders described above.

    The content of the Large Shareholding Report (Change of Status Report) is as follows.

    Name Address Number of Shares
    (Thousand shares)
    Holdings (%)
    Sumitomo Mitsui Trust Asset Management Co., Ltd. 1-1-1, Shibakoen, Minato-ku, Tokyo, Japan 4,960 5.1
    Nikko Asset management Co., Ltd. 9-7-1, Akasaka, Minato-ku, Tokyo, Japan 1,330 1.4
    Total   6,290 6.4
  • In a Large Shareholding Report (Change of Status Report) which is being made available for public inspection as of January 22, 2020, it is described that, Mizuho Bank, Ltd. and other joint holder, Asset Management One Alternative Investment, Ltd. hold the following shares as of January 15, 2020; however, since the Company could not confirm the actual number of shares owned as of March 31, 2020, such shares are not included in Status of Major Shareholders described above.

    The content of the Large Shareholding Report (Change of Status Report) is as follows.

    Name Address Number of Shares
    (Thousand shares)
    Holdings (%)
    Mizuho Bank, Ltd. 1-5-5, Otemachi, Chiyoda-ku, Tokyo, Japan 4,150 4.2
    Asset Management One Alternative Investments, Ltd. 1-8-2, Marunouchi, Chiyoda-ku, Tokyo, Japan 2,548 2.6
    Total   6,698 6.8
  • In a Large Shareholding Report (Change of Status Report) which is being made available for public inspection as of March 30, 2020, it is described that, MUFG Bank, Ltd. and other two joint holders, Mitsubishi UFJ Trust and Banking Corporation and Mitsubishi UFJ Kokusai Asset Management Co., Ltd. hold the following shares as of March 23, 2020; however, since the Company could not confirm the actual number of shares owned as of March 31, 2020, such shares are not included in Status of Major Shareholders described above.

    The content of the Large Shareholding Report (Change of Status Report) is as follows.

    Name Address Number of Shares
    (Thousand shares)
    Holdings (%)
    MUFG Bank, Ltd. 2-7-1, Marunouchi, Chiyoda-ku, Tokyo, Japan 1,492 1.5
    Mitsubishi UFJ Trust and Banking Corporation 2-4-5, Marunouchi, Chiyoda-ku, Tokyo, Japan 5,412 5.5
    Mitsubishi UFJ Kokusai Asset Management Co., Ltd. 1-12-1, Yurakucho, Chiyoda-ku, Tokyo, Japan 72 0.7
    Total   7,626 7.8

3.Corporate Attributes

Listed Stock Exchanges and Section Tokyo / First Section
Fiscal Year End March
Industry Type Land Transportation
(Consolidated) Number of Employees as of the Last Fiscal Year-end Over 1000
(Consolidated) Sales as of the Last Fiscal Year-end Over 1 trillion yen
Number of Consolidated Subsidiaries as of the Last Fiscal Year-end Between 100 and 300

4.Guidelines for Protecting Minority Shareholders in Transactions with Majority Shareholders

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5.Other Major Factors That Influence Corporate Governance

Nothing of note

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