Corporate Governance
- Management Structure
- Independent Directors and Outside Audit & Supervisory Board Members
- Training of Members of the Board and Audit & Supervisory Board Members
- Collaboration among Audit & Supervisory Board Members, Financial Auditor, and Internal Audit Arm
- Policies for Determining Remuneration
- Establishment and Implementation of Internal Control System
- Evaluating Effectiveness of Board of Directors
- Dialogue with Shareholders and Others
- Corporate Governance Report
Obayashi believes that transparency and sound management, along with a strong corporate governance framework, are critical to maintaining society's trust.
We enhance corporate governance also to achieve sustainable growth and greater corporate value over the medium- to long-term. Specific initiatives include transparent, fair, rapid, and resolute decision-making. Such decision-making is always based on the principles of Japan's Corporate Governance Code set out by the Tokyo Stock Exchange.
Management Structure
Obayashi has a General Meeting of Shareholders, Board of Directors, Audit & Supervisory Board, financial auditor, and other statutory bodies. Additionally, we have established systems for making management decisions and conducting appropriate audits. We practice precise and swift decision-making through our executive officer system and Management Meeting. The latter is composed of members appointed from among the directors and executive officers.
Management Structure
Board of Directors
The Board of Directors consists of 11 members, of which 5 are independent directors. They are responsible for management decisions and business execution. They also supervise the execution of duties by other directors, executive officers, and employees. The tenure for directors is one year, which enables us to respond dynamically to changes in the business environment. We clarify directors' management responsibilities for each business year.
We ensure that mutual checks are performed using arrangements whereby the Chairman and its President both act as Representative Directors, with the Chairman of the Corporation serving as the Chairman of the Board of Directors thereby taking on the management supervisory function, rather than the President who heads the business execution function.
Chairman, who also serves as Chairman of the Board of Directors, plays an important role with respect to corporate governance. For instance, at meetings of the Board of Directors he prompts Independent directors and others in attendance to discuss matters freely and strives to manage the meetings in a manner that results in constructive discussion. Besides the Board of Directors, he also acrively strives to communicate with Independent directors and provides opportunities for them to further deepen their understanding of the Corporations's business and corporate culture.
Audit & Supervisory Board
The Audit & Supervisory Board consists of five members, including three outside members, with four-year terms. Audit & Supervisory Board members are independent from the directors. From this position, they conduct audits that follow the "Obayashi Audit Guidelines for Audit & Supervisory Board Members." Audits ensure that directors, executive officers, and employees are conducting business in compliance with the law and the Articles of Incorporation. To ensure Company financial statements are appropriate, the Audit & Supervisory Board members perform accounting audits. When appointing the financial auditor, the Audit & Supervisory Board checks how well the financial auditor is performing its duties and makes sure that the auditor's audit system, independence, and expertise are appropriate.
Recommendation Committee and Remuneration Committee
The Recommendation Committee is chaired by an independent director and comprises five members: two directors and three independent directors including the chair. The Recommendation Committee deliberates on the selection of directors and submits the results of its deliberations to the Board of Directors. This structure is intended to clarify the officer selection process, while ensuring transparency and objectivity.
With particular regard to the appointment or dismissal of the Company president, the Recommendation Committee regularly evaluates the succession plan (appointment and dismissal criteria, selection criteria and training policy for successor candidates, and other elements) and whether that plan is being properly implemented, and submits the results of its deliberations to the Board of Directors.
The Recommendation Committee suggests people with a thorough knowledge of the business fields in which the Group is involved as candidates for executive director. It also recommends people with insight and considerable experience in corporate management as candidates for independent director, and people with diverse expertise as candidates for outside Audit & Supervisory Board member. The selection of directors is based on an individual's attributes in terms of their character, their insight, and their talent, and whether they are capable of significantly contributing to the Company's business development. Diversity-related factors, such as gender and internationality, are also taken into consideration.
Operating guidelines for the Recommendation Committee stipulate the criteria and procedure for appointing and dismissing Company directors other than the president. If an officer is considered to be potentially unfit for the job, the committee will discuss whether that officer should be dismissed in accordance with stipulated guidelines.
The Recommendation Committee met six times in FY2022.
Key agenda items in FY2022
- Review of criteria for appointing and dismissing the Company president, and of succession plan
- Evaluation of the president's reappointment based on the above criteria
(discussion conducted without the president in attendance) - Evaluation of candidate training for president
- Nomination of FY2023 candidates for director and Audit & Supervisory Board member
The Remuneration Committee is chaired by an independent director and comprises seven members: three directors and four independent directors including the chair. The committee deliberates on issues relating to officer remuneration and submits the results of its deliberations to the Board of Directors.
This structure is intended to clarify the process for determining the amount of officer remuneration, while ensuring transparency and objectivity.
The Remuneration Committee considers the need to continuously review the remuneration system, debates potential revision proposals, and determines remuneration amounts for the upcoming fiscal year after evaluating such factors as the level of achievement of business performance indicators by individual directors and executive officers.
The Remuneration Committee met twice in FY2022.
Key agenda items in FY2022
- Performance-linked remuneration based on FY2021 corporate results and individual performance
- FY2022 performance indicators for individual officers
- FY2023 basic remuneration for officers
- FY2023 performance-linked remuneration system for officers
Sustainability Committee and Directors' Roundtable Meeting
The Sustainability Committee is chaired by the Company president and comprises five members: the president, two directors, and two independent directors. The Directors' Roundtable Meeting is headed by the chairman of the Board and comprises 13 members: the chairman, five directors, five independent directors, and two standing Audit & Supervisory Board members. The Sustainability Committee examines and discusses environmental and social sustainability issues as an advisory body to the Board of Directors.
The Directors' Roundtable Meeting is a body that sits under the Board of Directors and examines and discusses corporate sustainability issues, such as corporate governance and management strategy. Discussing sustainability-related issues at Board meetings based on the deliberations conducted in both the committee and roundtable helps ensure the effective and efficient monitoring, supervision, and involvement of the Board in sustainability issues, and assists with the formation of management policies that accurately capture the business environment.
Key items examined in FY2022
Sustainability Committee
- Determination of the material issues for the Obayashi Group
- Review of achievement of KPIs for each material issue in the first half of FY2022
- Monitoring of efforts to reduce greenhouse gas emissions
Director's Roundtable Meeting
- Business portfolio strategy
Management Meeting
The Management Meeting is composed of members appointed from among the directors and executive officers. It is held to report, discuss, instruct, and resolve on important management matters and ensure precise and swift decision-making.
Executive Officers
Executive officers receive authority from the Board of Directors to execute business operations. By concentrating on their executive duties, the executive officers achieve efficient business execution.
Executive Officers' Meeting
The Executive Officers' Meeting is comprised of directors and executive officers. The meeting is held to convey management strategies and report on the status of business execution.
Overview of the Corporate Governance Structure (As of July 1, 2023)
| Form of organization | Company with Audit & Supervisory Board |
|---|---|
| Members of the Board | Number in Articles of Incorporation: Up to 15 persons Actual Number: 11 persons (Of which, independent directors 5 persons) Appointment term: 1 year Remuneration: Basic remuneration and performance-linked monetary and stock remuneration |
| Audit & Supervisory Board members | Actual Number: 5 persons (Of which, outside Audit & Supervisory Board members:3 persons) |
| Number of independent directors/auditors | 8 persons |
| Executive officer system | Yes |
| Financial auditor | Ernst & Young ShinNihon LLC |
| Discretionary committees | Recommendation Committee regarding directors, Audit & Supervisory Board members, and executive officers Remuneration Committee regarding executive remuneration |
Director Expertise and Experience (Skill Matrix) and Committee Participation and Attendance
1. For each committee, ◎Indicates the chair and ○Indicates members
2. Comprised of 13 members including two standing Audit & Supervisory Board members
3. An Outside Director as per Article 2, Section 15 of Japanese Companies Act
Note: The above categories of expertise and experience required of the Board of Directors have been set based on the following two perspectives:
- Expertise and experience related to business areas (from Building construction through New business)
- Expertise and experience related to management administration and executive supervision (from ICT/digital through Corporate management)
For independent directors, particular emphasis is placed on expertise and experience related to management administration and decision-making pertaining to business expansion and withdrawal (New business and Corporate management).
Main Initiatives to Enhance Corporate Governance
Independent Directors and Outside Audit & Supervisory Board Members
We have appointed three Independent directors and 5 Outside Audit & Supervisory Board members. Independent directors provide advice on improving management efficiency and supervise all aspects of management from an independent position. Outside Audit and Supervisory Board members are responsible for ensuring effective corporate governance by conducting third-party checks independent of management. Our standards for appointing independent officers (Independent directors and Outside Audit & Supervisory Board members), including standards regarding independence, are as follows:
Requirements for Selection as an Independent Officer Candidate
- 1 The Independent director(*1)/Outside Audit & Supervisory Board member(*2) candidate ("Candidate") must have capabilities, knowledge, experience, and character suitable for such position at the Corporation. The Candidate must be able to provide directions and opinions to the Corporation's management from an independent and impartial standpoint.
- 2 The Candidate must not be a former director, Audit & Supervisory Board member, or employee of the Corporation or any of its associated companies.
- 3 The Candidate must not currently belong, and must not have belonged in the past, to an Accounting Auditor, law office, or main bank with which the Corporation currently has a contract.
- 4 The Candidate must not currently be, and must not have been in the past, a major shareholder with an ownership stake of 10% or more. The Candidate must not currently belong, and must not have belonged in the past, to an entity that is a major shareholder.
- 5 The Candidate must not currently belong, and must not have belonged in the past, to an entity that has a business relationship with the Corporation in which the annual amount of transactions has exceeded 2% of the net sales of both the Corporation and such entity during the last three fiscal years.
- 6 The Candidate must not currently work, and must not have worked in the past, as an executive at a non-profit organization to which the Corporation has made an annual donation exceeding 20 million yen during the last three fiscal years.
- 7 If the Candidate does not meet the requirements in 3. through 6., at least ten years must have passed since the candidate left the relevant entity.
- 8 The Candidate must meet the requirements for an independent director/auditor pursuant to the provisions of the Tokyo Stock Exchange's Securities Listing Regulations.
*1 An outside director as per Article 2, Section 15 of the Companies Act
*2 Outside Audit & Supervisory Board member As per Article 2, Section 16 of the Companies Act
Independent Director Appointment Reasons and Activity Status
| Independent Director | Reasons for Appointment and Activity in FY2022 |
|---|---|
| Naoki Izumiya | Mr. Naoki Izumiya has considerable experience, excellent capabilities, knowledge, and character gained through many years of involvement in the management of the Asahi Group. Obayashi has appointed him in the expectation that he can provide advice and suggestions important for the decision-making regarding Obayashi's management policy and business strategy, from the viewpoint of a person with corporate management experience, such as serving as CEO, and based on the abundant knowledge of business strategy formulation, and others. He is expected to contribute to the operation and supervision of the Company's corporate governance from a third-party standpoint as a member of the Board of Directors, chairperson of the Recommendation Committee, and a member of the Remuneration Committee. Term of tenure: 5 years Attendance of the meetings of ther Board of Directors: 15/15 times(Attendance rate: 100%) Attendance of the meetings of the Recommendation Committee: 6/6 times(Attendance rate: 100%) Attendance of the meetings of the Remuneration Committee: 2/2 times(Attendance rate: 100%) |
| Yoko Kobayashi | Ms. Yoko Kobayashi has considerable experience, excellent capabilities, knowledge, and character gained through involvement in the management of the NTT Group. Obayashi has appointed her in the expectation that she can provide advice and suggestions important for the decision-making regarding Obayashi's management policy and business strategy, from the viewpoint of a person with experience in managing a company building a social infrastructure, and based on the abundant knowledge about entry into new businesses and ICT strategies, and others. She is also expected to contribute to the operation and supervision of the Company's corporate governance from a third-party standpoint as a member of the Board of Directors, chairperson of the Remuneration Committee, and a member of the Recommendation Committee. Term of tenure: 3 years Attendance of the meetings of ther Board of Directors: 14/15 times(Attendance rate: 93%) Attendance of the meetings of the Recommendation Committee: 6/6 times(Attendance rate: 100%) Attendance of the meetings of the Remuneration Committee: 2/2 times(Attendance rate: 100%) |
| Masako Orii | Ms. Masako Orii has considerable experience, excellent capabilities, knowledge, and character gained through involvement in the management of the Suntory Group. Obayashi has appointed her in the expectation that she can provide advice and suggestions important for the decision-making regarding Obayashi's management policy and business strategy, from the viewpoint of a person with corporate management experience in a business area different from the Corporation, and based on the abundant knowledge about ESG management, and others. She is expected to contribute to the operation and supervision of the Company's corporate governance from a third-party standpoint as a member of the Board of Directors, Recommendation Committee, and Sustainability Committee. Term of tenure: 3 years Attendance of the meetings of ther Board of Directors: 15/15 times(Attendance rate: 100%) Attendance of the meetings of the Recommendation Committee: 6/6 times(Attendance rate: 100%) Attendance of the meetings of the Remuneration Committee: 2/2 times(Attendance rate: 100%) |
| Hiroyuki Kato | Mr. Hiroyuki Kato has considerable experience, excellent capabilities, knowledge, and character gained through involvement in the management of Mitsui & Co., Ltd. Obayashi has appointed him in the expectation that he can provide advice and suggestions important for the decision-making regarding Obayashi's management policy and business strategy, from the viewpoint of a person with corporate management experience in a business area different from the Corporation, and based on the abundant knowledge in the energy field, and others. He is also expected to contribute to the operation and supervision of the Company's corporate governance from a third-party standpoint as a member of the Board of Directors and Remuneration Committee. Term of tenure: 2 years Attendance of the meetings of ther Board of Directors: 15/15 times(Attendance rate: 100%) Attendance of the meetings of the Recommendation Committee: 6/6 times(Attendance rate: 100%) Attendance of the meetings of the Remuneration Committee: 2/2 times(Attendance rate: 100%) |
| Yukiko Kuroda | Ms. Yukiko Kuroda has considerable experience, excellent capabilities, knowledge, and character gained through involvement in the management of People Focus Consulting Co., Ltd., which she founded. Obayashi has appointed her in the expectation that she can provide advice and suggestions important for the decision-making regarding Obayashi's management policy and business strategy, from the viewpoint of a person with corporate management experience in a business area different from the Corporation, and based on the abundant knowledge in sustainability and organizational development, and others. She is also expected to contribute to the operation and supervision of the Company's corporate governance from a third-party standpoint as a member of the Board of Directors, Remuneration Committee, and Sustainability Committee. Term of tenure：1 year Attendance of the meetings of ther Board of Directors: 13/13 times(Attendance rate: 100%) Attendance of the meetings of the Recommendation Committee: 6/6 times(Attendance rate: 100%) Attendance of the meetings of the Remuneration Committee: 2/2 times(Attendance rate: 100%) |
Outside Audit and Supervisory Board Members Appointment Reasons and Activity Status
| Outside Audit and Supervisory Board Members | Reason for Appointment and Activity in FY2022 |
|---|---|
| Yoshihiro Yamaguchi | After many years of involvement in land, infrastructure, transport, and tourism administration, Mr. Yoshihiro Yamaguchi has considerable experience, excellent capabilities, knowledge, and character, as demonstrated in his efforts to support overseas business development in the construction industry as the Vice-president, Chief Executive Director of the Overseas Construction Association of Japan, Inc. The Company has appointed him in the expectation of having his considerable experience and extensive knowledge reflected in audits of the Company. Term of tenure: 1 year Attendance of the meetings of ther Board of Directors: 13/13 times(Attendance rate: 100%) Attendance of the meetings of the Audit and Supervisory Board: 13/13 times(Attendance rate: 100%) |
| Eiji Mizutani | As a certified public accountant who is an accounting expert, Mr. Eiji Mizutani has specialized knowledge and considerable experience in corporate accounting, as well as excellent capabilities, knowledge, and character. TheCompany has appointed him in the expectation of having his considerable experience and extensive knowledge reflected in audits of the Company. Term of tenure: 1 year Attendance of the meetings of ther Board of Directors: 13/13 times(Attendance rate: 100%) Attendance of the meetings of the Audit and Supervisory Board: 13/13 times(Attendance rate: 100%) |
| Shinya Kuwayama (Appointed in June 2023) |
After many years of involvement in economic, trade and industry administration, Mr.shinya Kuwayama has considerable experience,excellent capabilities, knowledge, and character, as engaged in company management in the ALSOK Group. The Company has appointed him in the expectation of having his considerable experience and extensive knowledge reflected in audits of the Company. |
Training of Members of the Board and Audit & Supervisory Board Members
The directors make important management decisions and supervise management of the business. Audit & Supervisory Board Members audit the execution of duties by the Board of Directors, executive officers, and employees. Members of both bodies continually update their knowledge and skills relevant to these roles.
All directors, Audit & Supervisory Board Members and executive officers take a training course each year led by outside instructors. The course covers corporate governance, business risk management, sustainability, and other topics. As necessary, we also provide other training opportunities for directors and Audit & Supervisory Board Members. Such training may, for example, include external seminars. Audit & Supervisory Board Members regularly participate in external workshops to increase their understanding of their role and duties and learn the knowledge they need to perform them.
Audits by Audit & Supervisory Board Members, Financial Auditor, and Internal Audit Arm (Three-Party Auditing)
The Audit & Supervisory Board members and financial auditor each conduct audits from their independent standpoints. Audit & Supervisory Board members receive reports and briefings as required from the financial auditor. The two parties also cooperate to raise the effectiveness of audits by sharing information and opinions. Meanwhile, the Internal Control Audit Department is responsible for all audits conducted separately from the Audit & Supervisory Board members and financial auditor. Such audits are performed according to Obayashi's Internal Audit Regulations. The purpose of these audits is to monitor the effectiveness of internal control and the execution of duties by each Company department.
The Audit & Supervisory Board members and the Internal Control Audit Department also share information and opinions to raise the effectiveness of audits.
Policies for Determining Remuneration
The basic policy on remuneration for each director and executive officer is to provide basic remuneration, a fixed amount that is determined in advance commensurate to the responsibilities of each position, and in addition determine the amount of performance-linked cash remuneration (bonus) and performance-linked stock remuneration for each fiscal year in accordance with each person's actual contribution to business performance. The purpose is to secure outstanding human resources and provide incentive to each director and executive officer to improve earnings and enhance corporate value.
Specifically, for basic remuneration (fixed cash remuneration), the Board of Directors sets forth a table of remuneration for each position following deliberation by the Remuneration Committee (chaired by an independent director, and of which independent directors make up a majority of the membership). At the end of each fiscal year, the Remuneration Committee determines the remuneration of each director and executive officer for the next fiscal year by applying the table to each person.
The goal of performance-linked cash remuneration (bonus) is to incentivize contributions to improving business performance for each fiscal year and to enhancing corporate value. Individuals are evaluated based on predetermined Group-wide and individual performance indicator targets. Cash bonuses are paid once a year to directors and executive officers (excluding Independent directors) based on the degree of achievement of the performance indicator targets.
The cash remuneration given to directors (i.e., the combined amount of basic remuneration and bonuses) is capped at ¥720 million per year in keeping with a resolution made at the 117th Ordinary General Meeting of Shareholders on June 24, 2021.
The performance-linked stock remuneration system is intended to incentivize contributions to improving business performance mainly over the medium to long term and to enhancing corporate and shareholder value. The system distributes Obayashi shares to directors and executive officers (excluding Independent directors and individuals residing overseas) based on the duties associated with each position and the degree of achievement of predetermined performance indicator targets. There are both fixed provision stock remuneration, meaning that the individual receives a predetermined number of shares commensurate to the duties associated with their position, and variable stock remuneration, in which the number of shares received depends on the degree of achievement of performance indicator targets. Variable stock remuneration is itself divided into two parts: short-term performance-linked stock remuneration (number of shares based on the degree of achievement of short-term performance indicator targets) and medium- to long-term performance-linked stock remuneration (number of shares based on the degree of achievement of medium- to long-term performance indicator targets).
We have stipulated in our rules that, if a director or executive officer with the right to receive the stock remuneration vested upon retirement is found to have committed an act of material violation, including a material breach of the duties of their position or the Company's internal rules, that person may be required to return the said remuneration.
The basic policy on Audit & Supervisory Board Member remuneration is to set an amount required to secure outstanding personnel. The ultimate aim thereby is to ensure that corporate governance functions effectively. Remuneration standards are established in advance through discussions by Audit & Supervisory Board Members. They are set separately for standing (full-time) members and outside (part-time) members. Remuneration is determined in line with those standards, capped at ¥10 million per month in keeping with a resolution made at the 101st Ordinary General Meeting of Shareholders on June 29, 2005.
Example Breakdown of Officer Remuneration
Performance Indicators for Performance-linked Remuneration (Example: President)
Remuneration of Officers Who Have Acted Inappropriately During Their Tenure
After deliberations at the Remuneration Committee, the payment of stock remuneration will be restricted based on a resolution at the Board of Directors if a director or other executive officer falls under any of the following situations during their tenure:
1) Has committed a serious violation of duties as a director or other capacity or a serious violation of internal rules;
2) Has been discharged on the ground of a specified illegal act; or
3) Any situations equivalent to 1) or 2) above.
Total Remuneration of Members of the Board and Audit & Supervisory Board (FY2022)
| Position | Total remuneration and other compensation (millions of yen) | Total remuneration and other compensation, by category (millions of yen) | Number of officers in category | ||
|---|---|---|---|---|---|
| Basic remuneration (cash remuneration) | Performance-linked stock remuneration (non-cash remuneration) | Performance-linked stock remuneration(non-cash remuneration) | |||
| Directors (of which, Independent directors) | 724 (61) |
509 (61) |
80 (―) |
135 (―) |
14 (6) |
| Audit & Supervisory Board Members (of which, Outside Audit & Supervisory Board Members) | 98 (34) |
98 (34) |
― (―) |
― (―) |
8 (5) |
Note: The above includes two directors (including one independent director) and three Audit & Supervisory Board members (including two outside Audit & Supervisory Board members) who stepped down at the conclusion of the 118th Ordinary General Meeting of Shareholders held on June 23, 2022.
Remuneration for Financial Auditor (FY2022)
| Category | Compensation paid for audit certification activities (Millions of yen) | Compensation paid for non-audit activities (Millions of yen) |
|---|---|---|
| Obayashi Corporation | 113 | 38 |
| Consolidated subsidaries | 85 | ― |
| Total | 199 | 38 |
Name of the financial auditor: Ernst & Young ShinNihon LLC
Establishment and Implementation of Internal Control System
We have established and implemented an internal control system per the Companies Act and Ordinance for Enforcement of the Companies Act. The purpose of the system is to ensure appropriate business operations throughout the Group. The relevant sections conduct an annual self-inspection of the operation status of this system.The Boad of Directors discusses the results of this inspection and monitors if the system is operated appropriately.
Evaluating Effectiveness of Board of Directors
Once a year, Obayashi Corporation conducts an evaluation and analysis of the effectiveness of the Board of Directors as a whole. The results are reported to the Board of Directors and reflected in subsequent operations. Specifically, each Director and Audit & Supervisory Board Member makes a self-assessment using a questionnaire, and taking account of the results of the questionnaire, we conduct an analysis and evaluation of the effectiveness of the Board of Directors as a whole while obtaining advice from an external legal office. The self-assessment questionnaire evaluates the Board of Directors' size, composition, management methods, state of deliberation, support systems, and more. Items evaluated are reviewed every year based on opinions of an external legal office as well as changes in roles to be assumed by the Board of Directors and other factors.
In FY2022, we confirmed that the Board of Directors continued to function effectively as a whole. Based on the results of the evaluation and analysis, we have made improvements, such as further enhancing opportunities for deliberation and discussion pertaining to the management strategies and management policies that should be focused on in Board meetings.
With regard to the role of the Board of Directors and the method of its operation, in addition to making improvements based on the results of the effectiveness evaluation, we will continue to improve the effectiveness of the Board of Directors by considering and implementing necessary measures as appropriate based on the opinions of individual directors and Audit & Supervisory Board members.
Issues Identified in the Evaluation of Board Effectiveness and Measures Taken
Dialogue with Shareholders and Others
We consider the General Meeting of Shareholders an important forum for dialogue with our shareholders. We strive to disclose sufficient information about our business through business reports and explanations by the President and a question-and-answer session with management. Together with this, we are working to ensure even closer communication. Moreover, we hold financial results briefings for analysts and institutional investors (twice a year: after second quarter financial results and annual financial results announcements), financial results conference calls (twice a year: after our first quarter financial results and our third quarter financial results) and construction site tours or business briefings . We also respond to IR media requests and participate in investor conferences and small meetings held by securities companies.
IR Activities
| Activity | FY2022 | Description | |
|---|---|---|---|
| First half | Second half | ||
| Results briefings | 2 times (May, August) |
2 times (November, February) |
(Target) Analysts and institutional investors (some shareholders) ・Briefings using online (after the announcement of 2Q and annual financial results) and teleconference system (after the announcement of 1Q and 3Q financial results) (May: 81 participants; August: 65 participants; November: 74 participants; February: 81 participants). |
| IR coverage responses and interviews | 62 times | 59 times | (Target) Securities analysts and institutional investors (some shareholders) ・Individual interviews with the executive officer in charge and the Corporate Communications Department A total of 193 persons (Domestic：104, Overseas：89) |
| Securities company conferences | - | 1 time | (Target) Overseas institutional investors (some shareholders) ・The executive officer in charge, general manager of the Accounting Department, and the Corporate Communications Department attended conferences held by securities companies and met individually with a total of 5 persons. |
| Overseas IR activities | 1 time | - | (Target）Major overseas shareholders（Marathon） ・The president normally visits the U.K. to explain our business strategy and business performance, etc. However, in consideration of the spread of COVID-19, an online meeting was held in May. |
| Business briefings / construction site and facility tours | 2 times | 1 time | （Target）Analysts and institutional investors (some shareholders) ・Held for the purpose of introducing our initiatives and construction sites ・Port Plus tour in May, Our Technology Research Institute tour in September and PLiBOT tour in December |
| Topic briefings | 1 time | 1 time | （Target）Analysts and institutional investors (some shareholders) ・Held for the purpose of introducing our initiatives in individual fields, etc., focusing on specific themes ・Online briefings on low-carbon concrete in September and highway renewal technology in March |
| Individual explanations to major shareholders | - | 16 times | （Target）Institutional investors that are major shareholders ・General Manager of the General Administration Department, ESG,SDGs Department and the Corporate Communications Department held an online dialogue to explain the reduction of cross-shareholdings, the agenda for the election of directors and ESG initiatives. |
Corporate Governance Report
In accordance with the Japanese Corporate Governance Code set forth by the Tokyo Stock Exchange, Obayashi submits Corporate Governance Report.
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Obayashi Corporate Governance Report (Tokyo Stock Exchange) (Available only in Japanese) (273.7 KB)
Last updated in june 29, 2023