“….As announced in our policy guidelines last year, beginning in 2019, for companies listed on the first and second sections of the TSE, we will begin making recommendations against members of a board that does not have any incumbent or proposed female members. In such instances, we will generally recommend voting against the chair of the company (or the most senior executive in the absence of a company chair) under the two-tier board or one-tier with one committee structures, or against the nominating committee chair under a one-tier with three committees structure. In the case of a two-tier board structure, we will examine the board of directors and board of statutory auditors as a whole, and in the cases of one-tier with three- committee structures, we will consider whether the company has any female executive officers as well as female directors.
However, when making these voting recommendations, we will carefully review a company’s disclosure on its diversity considerations and may refrain from recommending shareholders vote against directors for this issue alone when the company has provided a sufficient rationale for not having any female board members or has disclosed a plan to address the lack of diversity on the board.
EXCESSIVE STRATEGIC SHAREHOLDING
We have added an entry regarding Glass Lewis’s stance towards an excessive amount of strategic shareholding. As with previous years, Glass Lewis will continue to closely review the level of a Company’s strategic shareholdings and may make a note of concern in instances where we believe the company holds an excessive amount of strategic shareholding.
In 2020, we will not make voting recommendations solely on the basis of excessive strategic shareholding; rather, it will be one of many considerations we make when evaluating a companies’ structures of oversight. However, in the beginning of 2021, Glass Lewis will generally recommend voting against the chair of the company (or the most senior executive in the absence of a company chair) when the size of strategic shares held by the company exceeds 10% or more of company’s net assets in the securities report disclosed in the previous fiscal year…..”
“Two-Tier Board — Board of Directors — Given due consideration of the role of statutory auditors under the two-tier board structure, we believe that for companies that have adopted a two-tier board structure, the combined independence of the board of directors and statutory auditors should be one-third…..”
Download the full guidelines from here: Glass Lewis Proxy Guidelines Japan 2020