Communication (Dialogue) with Shareholders; Securing Shareholders’ Rights

Last update: May 31, 2024

1. Dialogue with shareholders and IR/SR activity policy [CGC Principle 5.1]Updated

Activities led by the IR·SR Department are carried out to ensure that shareholders, investors and other stakeholders have a deeper understanding of the Group’s management strategy to realize its vision and, in turn, that they have high expectations for the enhancement of both corporate value and shareholder value through the sustainable growth of the Company.

(1) Basic Policy on Constructive Dialogue with Shareholders and Investors

Constructive dialogue with shareholders and investors contributes to the increase in corporate value over the medium to long term and sustainable growth of the Company. Our policy on such dialogue is determined by the Board of Directors.

  • 1. The Company has a dedicated department (the Investor & Shareholder Relations Department) responsible for planning and execution of activities for dialogue with shareholders and investors.
  • 2. The Investor & Shareholder Relations Department is responsible for overall dialogue with shareholders and investors, and the president is in charge of it. The president, directors, and so forth strive to meet with shareholders and investors personally to the extent reasonable, in accordance with their wishes and the main topics of dialogue.
  • 3. The Investor & Shareholder Relations Department has regular meetings with the relevant departments to promote smooth dialogue with shareholders and investors. The meetings facilitate the cooperation within the Company, such as information sharing, and the department also conducts appropriate exchange of information with the respective operating companies.
  • 4. The opinions, wishes, concerns, and so forth gathered through dialogue with shareholders and investors are reported to management and the Board of Directors meetings as required, so that they can be reflected in management activities and business operation.
  • 5. The Company holds the Shareholders' Meetings and individual meetings, as well as proactive quarterly financial results briefings and briefings at operating companies. In addition, the Company advances constructive dialogue to increase corporate value regarding the medium to long term management strategies, capital policies, corporate governance, responses to environmental and social issues, and so forth with the shareholders recorded in the shareholders' registry and the shareholders who effectively hold the Company's shares. In doing so, the Company strives to promote deeper understanding of its management activities and business operations among shareholders and investors.
  • 6. To ensure that material information is not selectively presented only to certain people in the dialogue with shareholders and investors, the Company has determined the basic policy on information disclosure, and rigorously manages material information.
      Further, the information management supervisor of the Company is appointed and strives to prevent external leakage of material information and insider trading.
  • 7. The Company will regularly assess the shareholder composition on the shareholders' registry. In addition, the Company will conduct a survey to determine the shareholders who effectively hold the Company's shares and use the results for constructive dialogue with shareholders and investors.

Annual IR/SR schedule (FY2023)

Q1 Mar. Group Strategy Presentation, SEVEN-ELEVEN JAPAN CO., LTD. (SEJ) Merchandising Strategy Presentation
Apr. Financial Results Presentation for the Fiscal Year (Teleconference), Small Financial Results Meeting, Overseas Roadshow
May Overseas Roadshow, Annual Shareholders' Meeting
Q2 Jun. Securities Company Conference
Jul. Financial Results Presentation for Q1 (Teleconference), Small Financial Results Meeting
Aug.  
Q3 Sep. Securities Company Conference, SEJ Merchandising Strategy Presentation
Oct. Financial Results Presentation for Q2 (Teleconference), Small Financial Results Meeting, IR Day
Nov. Overseas Roadshow, Securities Company Conference
Q4 Dec. Group Strategy Presentation
Jan. Financial Results Presentation for Q3 (Teleconference), Small Financial Results Meeting
Feb.  

Dialogue with Shareholders and Investors: Track record (FY2023)

In FY2023, in addition to holding IR Day for the first time, the Company made various efforts to promote understanding of the convenience store operations, such as having the management of 7-Eleven,.Inc. which has a high level of interest from investors attend the Financial Results Presentation, IR Day, Overseas Roadshow and small meetings.
In response to requests from shareholders and investors, the Company also increased opportunities for internal and external directors to engage in dialogue with shareholders and investors.

Occasions Results Activities
Financial Results Presentation 4 times
  • Results for 2Q and 4Q presented by the CEO, CFO and the persons responsible for overseeing individual businesses
  • Results for 1Q and 3Q presented by the CFO and the persons responsible for overseeing individual businesses
Small/Group Meetings 16 times
  • Small meetings attended by the CEO, CFO and the persons responsible for overseeing individual businesses were held approximately four times each quarter
    (Analysts and institutional investors participated in these meetings. Dialogues were conducted with a total of 273 companies)
Conference Organized by Security Companies 6 times
  • CFO and members of the IR・SR Dep. attended, engaging in dialogues with a total of 49 institutional investors
IR Day 1 times
  • In October 2023, the Company held its first IR Day
  • CEO, CFO and the persons responsible for overseeing individual businesses attended, introducing the direction and approach of the Group’s medium- to long-term strategy and measures in line with it (to be held twice a year from FY2024 onwards on various themes, including ESGs)
Overseas Roadshow 2 times
  • CEO, CFO and Head of Overseas CVS operations (North America) visited institutional investors in North America, Europe and elsewhere to explain the Group’s strategy and gain feedback. Dialogues were conducted with a total of 31 institutional investors.
Interviews 540 companies


  • Dialogues on the Company’s performance and ESG issues were conducted by the IR・SR Dep. and, where necessary, by the CEO, CFO, Outside Directors and the managers of related department
  (Domestic institutional investors, etc.) 297 companies
  (Overseas institutional investors, etc.) 243 companies
Business Presentation 2 times
  • Director of the Merchandising Department of SEVEN-ELEVEN JAPAN CO., LTD. gave a briefing summary on the Company’s merchandise measures and initiatives

Major Themes of Dialogue (FY2023)

Major Themes Specifics
Medium- to Long-term Management Strategy
  • Aiming to be one of the world’s leading retail groups with a focus on food (Growth Strategy of CVS Businesses)
  • Future initiatives for optimizing group structure
  • Progress of fundamental reform initiatives in SST operations
  • Capital Allocation Plan
Business Performance
  • Japan and US economic environment and the changes in consumer behavior, and those impacts on business performance
  • Measures for proprietary products growth in Domestic and North America CVS operations, and its effects
  • Future development of Global CVS operations
Share Price Valuation and Shareholder Returns
  • Perceptions of stock valuation
  • Background of updating shareholder return policy
ESG-Related Issues Environment
  • Status of implementing measures to address climate change (Reduce CO2 emissions and Response to TCFD recommendations)
  • Sustainable sourcing (e.g., palm oil) and status of responding to human rights problems in the supply chain
Social
  • Initiatives on human capital management (Employee engagement, promoting DEI (Diversity, Equity & Inclusion), etc.)
Governance
  • Feedback and summary of recommendation from the Strategy Committee
  • Effectiveness of the Nomination Committee and the Compensation Committee with respect to succession plans, executive compensation system, etc.

The Cycle of Enhancing Corporate Value through Investor Engagement

  • The Company provides opportunities for engaging dialogues conducted by the CEO, CFO and the persons responsible for overseeing individual businesses with shareholders and institutional investors in Japan and overseas through interviews, Overseas Roadshow, small meetings, and IR Day.
  • Feedback and opinions from shareholders and institutional investors are regularly reported to the management and the Board of Directors, and are discussed at Board of Directors’ meetings and then utilized in the Company’s corporate actions.
The Cycle of Enhancing Corporate Value through Investor Engagement
The Cycle of Enhancing Corporate Value through Investor Engagement

Feedback to Management and Board of Directors

Management team
Major Report Content Results Topics
Regular Quarterly Report 4 times Reported on Analysts’ forecast, stock price trends, etc.
The status of Financial Results Presentation 4 times Reported major concerns of participants, in addition to analyst reports
The status of Overseas Roadshow 2 times Reported major concerns of shareholders and investors, including their comments
The status of IR Day 1 time Reported major concerns of participants, in addition to analyst reports
Others Timely basis Reported major concerns of shareholders and investors, including their comments
Board member
Main Report Content Results Topics
Regular Quarterly Report 4 times Reported on Analyst’s forecast, stock price trends, etc.
Investor Engagement 2 times Reported on the status and content of investor engagement

External recognitionUpdated

  • 2016 Institutional Investor: Most Honored Company
  • 2017 Award for Excellence in Corporate Disclosure from The Securities Analysts Association of Japan:
    "Companies with Notable Improvements in Disclosure"; By industry: 3rd place in retail industry
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2016; Overall: Best website; By industry: Excellent website
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2017; Overall: Best website
  • 2018 Most-improved Integrated Report, selected by GPIF's asset managers entrusted with domestic equity investment
  • JIRA 25th Anniversary Commemorative Award for "Companies with Greatest Improvement in IR" from the Japan Investor Relations Association
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2018; Overall: Excellent website
  • 2019 Excellent Corporate Governance Report, selected by GPIF's asset managers entrusted with domestic equity investment
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2019; Overall: Excellent website
  • 2020 Most-improved Integrated Report, selected by GPIF's asset managers entrusted with domestic equity investment
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2020; Overall: Best website
  • 2021 Institutional Investor: Retailing Best IR Team
  • Daiwa Investor Relations Internet IR Commendation Award 2021
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2021; Overall: Best website; By industry: Excellent website
  • Gomez: IR Website Ranking in 2021; Excellent Company: Gold Award
  • 2021 Most-improved Integrated Report, selected by GPIF's asset managers entrusted with domestic equity investment
  • Daiwa Investor Relations Internet IR Commendation Award 2022
  • Nikko Investor Relations: All Japanese Listed Companies' Website Ranking in 2022; Overall: Best website; By industry: Best website
  • Gomez: IR Website Ranking in 2022; Excellent Company: Gold Award
  • 2023 Institutional Investor (Retailing) Best CEO:2nd place / Best CFO:1st place / Best ESG:2nd place / Best IR Program:2nd place

(2) Basic Policy on Information Disclosure

The Company's basic policy is to provide fair and highly transparent information disclosure to shareholders, investors, and all other stakeholders. To obtain a correct evaluation of its corporate value, the Company conducts proper information disclosure in line with applicable laws and regulations as well as securities exchange listing rules. Moreover, to assist all stakeholders to deepen their understanding of the Company, we also strive to actively disclose information judged likely to have an impact on shareholder and investor decisions, even if the information is not subject to disclosure obligations under applicable laws and regulations or securities exchange listing rules.

1. Standard for Disclosure
The Company considers the following information to require disclosure.

  1. iInformation for statutory or timely disclosure
    Information requiring disclosure under laws and regulations such as the Financial Instruments and Exchange Act and the Companies Act
    Information requiring disclosure under the securities exchange listing rules, such as those set out by the Tokyo Stock Exchange
  2. iiInformation for discretionary disclosure
    Information that is likely to have an impact on shareholders and investors investment decisions, even though it is not information described in (i).

2. Information Disclosure Methods
Statutory disclosures under the Financial Instruments and Exchange Act are disclosed through EDINET (electronic disclosure system for disclosure documents such as annual securities reports in accordance with the Financial Instruments and Exchange Act), while information disclosures required by securities exchange listing rules and so forth are disclosed through TDnet (timely disclosure information transmission system provided by the Tokyo Stock Exchange). In principle, all disclosures are also promptly posted on the Company's website. Timely disclosure materials are also provided in English, so that information can be disclosed fairly and promptly not only with in Japan, but also to overseas markets. Discretionary disclosures are made appropriately, such as by posting on the Company's website. The Company strives to help stakeholders gain a deeper understanding of its businesses by holding business strategy briefings for domestic analysts and institutional investors and publishing an Integrated Report, Corporate Outline, and so forth.

3. Quiet Period
The Company observes a quiet period from the day following the financial closing date until the day of announcement of financial results in order to prevent financial information leaks and ensure fair disclosure. During this period, the Company refrains from making comments or answering questions regarding its financial results.
  However, even during the quiet period, the Company will respond to inquiries regarding information that does not relate to its financial results or information that has already been publicly disclosed.
  Moreover, if any major event requiring disclosure under the securities exchange listing rules and so forth occurs during the quiet period, for example if the results are expected to deviate significantly from the earnings forecast, the Company makes a public announcement appropriately in line with the securities exchange listing rules and so forth.

Quiet period
Quiet period

4. Forward-Looking Statements
  The information disclosed by the Company may contain forward-looking statements. These statements are based on management's judgment in accordance with materials available to the Company at the time of disclosure, with future projections based on certain assumptions. The forward-looking statements therefore incorporate various risks, estimates, and uncertainties, and as such, actual results and performance may differ from the future outlook included in disclosed information due to various factors, such as changes in business operations and the financial situation going forward.

Enhancing disclosure and communication for individual shareholders and investors

The Company has been employing various methods to enhance disclosure and communication for individual shareholders and investors.

(i) Website for individual shareholders and investors

https://www.7andi.com/ir/individual/ (in Japanese only)
The Company has a dedicated website for individual shareholders and investors that clearly and comprehensively communicates explanations of business and other information of the Group.

Website for individual investors
(ii) “Quarterly Report” Shareholder Newsletter

https://www.7andi.com/group/quarterly.html (in Japanese only)
Every three months, the Company publishes a newsletter for its shareholders that sheds light on the latest initiatives of the Group and each Group company, covering various topics in each issue.

“Quarterly Report” Shareholder Newsletter

2. Securing shareholders' rights at Shareholders' Meetings

(1) Initiatives to secure the rights and substantial equality of shareholders

The Company makes effort to secure the rights and substantial equality of shareholders. The Company strives to secure the substantive rights of non-Japanese and minority shareholders, in terms of securing an environment where they can exercise their rights and enjoy substantial equality.

Initiatives to secure the rights and substantial equality of shareholders
Anti-takeover measures

Adoption of anti-takeover measures: None
At present, the Company has not clearly defined "basic policies regarding the way a person is to control the determination of financial and business policies of the stock company" (Article 118, (iii), Regulation for Enforcement of the Companies Act). However, with the aim of maximizing the Group's corporate value through the further improvement of business performance and strengthening of corporate governance, etc., the Company believes it to be necessary to appropriately address large-scale purchases of the shares of the Company, and other acts which may damage the Group's corporate value. The Company will continue to carefully consider these basic policies, in light of future trends in legislation and court decisions, etc., as well as social trends.

(2) Shareholders' Meetings

The Company takes measures from the following perspectives to substantially secure the voting rights and other rights of shareholders at the Shareholders' Meetings. Voting results for each proposal at Shareholders' Meetings are confirmed by the Board of Directors after the meeting. In cases where the proportion of opposing votes exceeds a certain level, the Board undertakes a causal analysis and discusses its response.

Shareholders' Meeting Materials (Electronic Provision System )Updated

Convocation Notices of the Shareholders' Meeting

System for exercising voting rights

System for exercising voting rights

Shareholders' Meeting venue

Shareholders' Meeting venue