Through constructive dialogue with shareholders and investors, the Company aims for sustained corporate growth and increases in corporate value over the medium to long term. Our policy on system development and initiatives to promote constructive dialogue with shareholders and investors is described below.
Policy on Constructive Dialogue with Shareholders and Investors
The Company aims to grow continuously and improve corporate value over the medium- to long-term by through holding a constructive dialogue with shareholders and investors. Policies on the development of the systems and initiatives that facilitate such dialogue are as follows:
- The Corporate Communications Department, which is under the direct control of the President is responsible for overall dialogue with shareholders and investors.
- Opinions collected through dialogue with shareholders and investors are appropriately conveyed to Members of the Board of Directors and Audit & Supervisory Board Members as well as relevant departments as necessary in order to share and utilize information.
- To appropriately hold dialogue with shareholders and investors, the Corporate Communications Department builds a framework of cooperation to share information with Divisions of Corporate Planning, Finance & Accounting, Human Resources and Corporate Governance and other Departments.
- If shareholders and investors request a dialogue with the Company, we provide appropriate personnel for such a dialogue after confirming what the shareholder hopes and what the purpose of the dialogue is.
- Other than personal interviews, the Company provides dialogue opportunities in the form of financial results meetings for analysts and investors after announcement of quarterly financial results, as well as R&D meeting and ESG meeting. In addition, the Company offers meetings for individual investors.
- The Company works to ensure stringent management of insider information in accordance with the Regulations for the Insider Trading Prevention Policy. When holding dialogue with shareholders and investors, we strive to disclose information in an easy-to-understand, fair and accurate manner, based on the policy on information disclosure. the Company set a quiet period of four weeks prior to the financial results announcement, during which dialogue with investors is restricted.
Status of dialogue with shareholders and investors
Dialogue with Shareholders and Investors
| Category | Activities |
|---|---|
| Participants from ONO | President and Representative Director, Corporate Officers, Corporate Ccommunications and the others（Business Management, Finance & Accounting, Corporate Governance, CSR, etc.） |
| Overview of dialogue partners | Diverse shareholders and analysts as well as active and passive institutional investors, both in Japan and overseas. |
| Main topics and matters of interest | ・Status of main product 「OPDIVO」 and progress on development pipeline ・Future growth strategies, including overseas expansion, and R&D strategy ・Financial Strategy and Shareholder Return Policy ・Non-Financial Activities Including ESG, etc. |
| Status of feedback on the opinions or concerns of shareholders and investors to the management team and the Board of Directors | ・Reported twice a year at the Board of Directors meeting ・Reported quartely to the President and Representative Director, Corporate Officers (Executive Director). |
| Key matters incorporated based on feedback | ・Amid some opinions requesting dialogue with outside directors, the announcement was made of changes in representative directors, including the change in the president, in which outside directors were proactively involved. Therefore, an opportunity was provided at the ESG meeting to explain the process from Outside Director Nomura, who is the chairman of the Executive Appointment Meeting. ・Regarding the implementation method of evaluation of the effectiveness of the Board of Directors, because there were opinions recommending the involvement of third parties, it was decided that the evaluation of the effectiveness of the Board of Directors in FY 2023 (implemented in 2024) would be conducted using an anonymous questionnaire provided by third parties. ・Given that there were negative opinions regarding the inclusion of in-house directors to be deliberated in the members of the Executive Appointment Meeting and the Executive Compensation Meeting, the composition of the Executive Appointment Meeting was limited to outside directors only. On the other hand, since the corporate officer personnels are also subject to deliberation in the Executive Appointment Meeting, the Chairman of the Board and CEO was to remain as a member of the meeting. In addition, if the chairman (outside director) judged that a matter should be deliberated only by outside directors, the Chairman of the Board and CEO was not to participate in the discussion (the composition of both meetings were changed on April 1, 2024). ・Taking into account the fact that there was an opinions requiring disclosure of quantitative or specific contents, the company disclosed the level of dividend and the target payout ratio after FY2023, at the FY2023 financial results announcement. |
Achievements in Dialogue Activities
| Activities | FY2022 | FY2023 |
|---|---|---|
| Private Investor Meetings | 1 | 1 |
| Financial Results Meetings for institutional investors and analysts | 4 | 4 |
| ESG Meeting | 1 | 1 |
| R&D Meeting | 1 | 1 |
| Individual meetings with institutional investors and analysts ※1 | Domestic：245/69 companies Overseas：257/107 companies |
Domestic：282/83 companies Overseas：340/125 companies |
| Overseas roadshows | 1 | 2 |
| Conferences hosted by securities companies | 2 | 3 |
| Small meetings | 4 | 10 |
| Individual meetings with exercisers of voting rights（Shareholder Relations）※2 | Domestic：7companies Overseas：7companies |
Domestic：8companies Overseas：4companies |
※1 Total number of participants and companies
※2 Including those implemented in April 2024
- Please see the IR Calendar page below for our company's schedule of dialogue with shareholders and investors.
- IR Calender