Corporate Governance

Corporate Governance and Internal Control System

Sekisui House Ltd. (the Company) considers corporate governance as one of the major management priorities in the sense of enhancing the trust of stakeholders. To ensure management transparency and provide for timely and appropriate checking and monitoring, five outside directors and three outside audit & supervisory board members are in place. With the aim of clarifying operational responsibilities and ensuring flexible business execution, the Company has introduced executive officer system.
Regarding the internal control system, the Company is thoroughly implementing and strengthening the operation of the system based on the Basic Policy Concerning the Development of an Internal Control System.
The J-SOX Group within the Accounting Department is responsible for thorough compliance of the group-wide internal controls based on the Financial Instruments and Exchange Act (J-SOX).

Corporate Governance Structure

Sekisui House, Ltd. Basic Policy on Corporate Governance

The Sekisui House Group publish and disclose the concept and frameworks of corporate governance to stakeholders and strive to continuously improve the system.

Corporate Governance Report

Dialogue with Shareholders and Investors

In accordance with the Basic Policy on Corporate Governance, Sekisui House creates opportunities for periodic engagement with shareholders and investors with agendas covering such topics as financial results, management plans, ESG management and the status of each business. Through investor relations (IR) activities in and outside Japan, senior management, including representative directors, and staff from the Investor Relations Department, proactively hold meetings with institutional shareholders and investors as well as analysts and conduct briefings for individual shareholders and investors. Furthermore, the Company strives to provide ample direct communication outside of individual meetings by such means as quarterly financial results briefing sessions and semiannual management plan briefing sessions, as well as tours of factories and other facilities. Beginning in FY2023, the Company also holds small meetings of the Outside Directors of the Board with institutional shareholders on such topics as the business execution performance of the current management team and reinforcing governance. These meetings serve as valuable opportunities for active discussion with institutional shareholders and mutually providing input in the form of opinions and other information.

Main Results of Shareholder and Investor Engagement in FY2023

■ Events for Institutional Shareholders and Investors and Analysts


IR Event

Number of events held

Times/Total number of companies

Description

Job titles are as of the time of the event
Financial results briefing sessions 4 times Held quarterly financial results briefing sessions, attended by the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG) and the Head of the Investor Relations Department.
Management plan briefing sessions 2 times Held management plan briefing sessions alongside the financial results briefing sessions for the second and fourth quarters, attended by the Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG), a Director of the Board and Senior Managing Officer (in charge of Division of Development Business) and the Head of the Investor Relations Department.
ESG-related briefings 1 time Held briefings on ESG initiatives, mainly focusing on ESG management, attended by the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG), the Head of the Environment Improving Department, the Head of the Diversity and Inclusion Promotion Department, the Head of the Legal Department and the Head of the Investor Relations Department.
Business overview briefings 3 times

Held a briefing on the Rental housing business, attended by the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG) and the Head of the Building Business Strategy Department.

Held a briefing on the Overseas business, attended by the Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of Division of Finance and ESG), Senior Managing Officer (in charge of Division of Development Business), Executive Officer (In Charge of Account and Finance), the Head of Finance and the Head of the Investor Relations Department.


Small meeting with Outside Director of the Board

2 times / 19 companies

Held small meetings for institutional shareholders attended by Outside Directors of the Board.
Small meetings with securities analysts

3 times / 79 companies

Participated in small meetings held by securities analysts, attended by a Director of the Board and Senior Managing Officer (in charge of the Division of Development Business) and the Head of the Investor Relations Department.
Overseas IR events

6 times / 65 companies

The Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of the Division of Finance and ESG) and the Head of the Investor Relations Department visited North America and Europe to meet with overseas institutional investors.
Conferences sponsored by securities firms

8 times/85 companies

Took part in conferences for overseas institutional investors sponsored by securities firms, mainly with participation from the Investor Relations Department.
Tours of Company facilities

7 times/19 companies

Held tours of Company facilities, mainly organized by the Investor Relations Department.
Individual SR interviews 17 companies Held regular interviews mainly with institutional investors’ officers in charge of exercising voting rights as part of shareholder relations (SR) activities, attended by the Representative Director of the Board, President and Executive Officer (CEO), the Representative Director of the Board, Vice Chairman and Executive Officer (in charge of the Division of Finance and ESG)
Individual IR interviews 244 companies

Held individual interviews, mainly with the staff of the Investor Relations Department.

Of the total number of individual IR interviews, interviews focused specifically on ESG topics: 7
Total number of companies in dialogue

(Of which, interviews with institutional investors / analysts in Japan)
(Of which, interviews with institutional investors overseas)
528 companies

(276 companies)
(252 companies)


■ Events for Individual Shareholders and Investors


IR Event Number of events held Description
Factory tours 1 time Held a tour of the Company’s Kanto Factory for individual shareholders.
Briefings organized by securities firms 2 times Participated in online briefings for individual investors organized by securities firms.


Topics of Interest to Shareholders and Investors and the Use of Input from Dialogues

As described above, Sekisui House engages in proactive discussion through direct dialogue with analysts and the fund managers, ESG officers and officers in charge of exercising voting rights of institutional shareholders and investors based in Japan and overseas. The main topics of interest to shareholders and investors in these dialogues include such business-related subjects as the Company’s performance, domestic and overseas business market environments, the Company’s competitive advantages, the Company’s future outlook and policies for the mid-term management plan, including those related to shareholder returns and capital measures. Furthermore, with regard to ESG-related topics, the Company receives numerous opinions related to ESG management and its integration into business strategy, the value creation process and its approach to human capital, among other topics.

  The opinions and concerns of shareholders and investors, along with insights gleaned from these dialogues, are fed back as appropriate to the Board of Directors and management team via the Investor Relations Department. The Company references such input when making management decisions and reflects them in future dialogues. Furthermore, following discussions at the Management Meetings and the Board of Directors, the Company has reflected such input in the currently underway the Sixth Mid-Term Management Plan(specifically, in capital measures and ROE management reinforcement) and applied it to enhance disclosure materials, such as Value Report .