Dialogue between Keihanshin Building and Strategic Capital | Increase Keihanshin's shareholder value
会社概要
What we hope Keihanshin to increase the shareholder
value as a shareholder are:
I. Improve Corporate Governance
II. Realize the potential value of real estate owned by the Company (e.g. by creating a REIT)

Dialogue between Keihanshin Building and Strategic Capital

Dialogue between Keihanshin Building and Strategic Capital Strategic Capital has engaged in dialogue with the Company to improve the shareholder value of Keihanshin Building. In addition to dialogue with management, we conveyed our opinions in writing.

Opinions expressed in a letter that followed meeting May 2019

・Abolish special shareholder incentives
・Enhance the effectiveness of the Nominating Committee
・Not to hold cross-shareholdings just for case of emergencies
・Note that mid-term business plan lacks the viewpoint that improvement of shareholder value is needed
・Establish a REIT in order to increase shareholder value
Letter in Japanese

Opinions expressed in writing sent February 2019

・Abolish special shareholder incentives
・Increase dividends that have the same benefit as shareholder incentive, that should be abolished as above
Letter in Japanese

Opinions expressed in writing sent July 2018


・The majority of Nominating Committee should be occupied by outside independent directors
・Improve the composition of the Board of Directors and the Audit & Supervisory Board with too many former Sumitomo Bank associates
・Establish a REIT in order to increase shareholder value
Letter in Japanese

Summary of Strategic Capital remarks at the June 2019 general shareholders meeting



At the AGM in 2019

弊社

On Board Composition
Four of the five full-time directors are from former Sumitomo Bank. We suspect that Sumitomo Mitsui Banking Corporation has “privatized” the board of directors although it owns only 4% of the Company’s share. In addition, two of the three auditors are former Sumitomo Bank associates, again making the positions their own. Will you make an effort to find a suitable auditor?

弊社

On Cross Shareholdings
The Company holds a large amount of investment securities equivalent to approximately 30% of its market capitalization. It is only natural that such large assets inhibit the improvement of capital efficiency. While you disclose the purpose of cross-shareholdings as “strengthening business transactions,” we were verbally explained the assets is held for emergencies. In any case, how can business transactions be strengthened by holding shares? The ulterior motive must be to help protect the directors of the issuing company of those stocks and to be supported in return. The assets of the Company should be used to increase shareholder value, and it is wrong to use it to help preserve the position as directors of your business partners.

弊社

On the Stock Price
Your stock price is less than half of the net asset value even calculated by a conservative market value. We would like you to feel embarrassed as the president and director for such a stock price that is less than half the liquidation value, and feel remorse towards your shareholders. Remember, the role of directors is to improve the value of corporate and shareholder.

弊社

On Special Shareholder Incentives
We believe that your shareholder incentives are in violation of the Companies Act. As stated in the letter addressed to President Minami in February and in the certified mail in May, please stop this immediately.

Summary of Strategic Capital remarks at the June 2018 general shareholders meeting



AT the AGM in 2018

弊社

On Board Composition
Five of the six full-time directors of the Company are from former Sumitomo Bank, and two of the three corporate auditors are as well. Although Sumitomo Mitsui Banking Corporation owns only 4% of the Company’s share, why are the boards composed like this? The former Sumitomo Bank members have “privatized” the position of the Company’s directors. While it is stated in the Corporate Governance Report the candidates for directors and corporate auditors are determined “by comprehensively judging the personality and insights of each candidate”, this may be a false statement or missing of important facts. The correct statement is “We will choose candidates mainly from amongst the former Sumitomo Bank executives and employees”.

弊社

On the Stock Price
The current PBR of the Company is about 0.5 times on a market value basis, that is, the stock price is only half of the liquidation value. The current stock price is too low. It is very cheap compared to the market value of real estate owned by the Company, and this makes you a most desirable target of acquisition. How do you think about this situation?

  • 株式会社ストラテジックキャピタル


This website contains information about
our Shareholders Proposal in 2020.

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