Amova Asset Management Stewardship Policy
Amova Asset Management ("Amova AM" or "we") is committed to upholding the Principles for Responsible Institutional Investors, also known as Japan’s Stewardship Code. This commitment underpins our efforts to fulfill our stewardship responsibilities in relation to Japanese publicly traded equities and corporate bonds.
As an asset manager, Amova AM places fiduciary and ESG principles* at the heart of all its values and business activities. This involves always putting the interests of our clients first in our role as their chosen fiduciary. Based on our view that the concept of ESG is essential to putting fiduciary principles into practice, we also strive to fulfill our fiduciary responsibilities by incorporating ESG in all stages of our investment decisions.
This principle underpins our commitment to Japan's Stewardship Code and our initiatives to fulfill our stewardship responsibilities. Specifically, we aim to enhance the medium- to long-term investment returns on money entrusted to us by clients and beneficiaries by closely monitoring investee companies' circumstances, conducting engagement with them in view of sustainability considerations including ESG factors, and exercising voting rights.
* The general term for a wide range of roles and responsibilities assumed in order to perform certain services for others.
Our Views and Policies on the Stewardship Code
Institutional investors should have a clear policy on how they fulfill their stewardship responsibilities, and publicly disclose it.
As an asset manager that puts the interests of its clients first, Amova AM works to fulfill its stewardship responsibilities with the aim of growing medium- to long-term returns on the money entrusted to it by clients and beneficiaries.
Our key means of doing so include closely monitoring investee companies’ circumstances, conducting engagement with them, and exercising voting rights.
We established our Stewardship and Proxy Voting Committee to ensure that our stewardship activities are undertaken systematically based on consistent processes. Chiefly comprising managers from our investment management and compliance functions, the committee formulates and periodically reviews our approach to fulfilling our stewardship responsibilities. It also makes overall decisions on proxy voting and is responsible for formulating and revising our Guidelines on Exercising Voting Rights and our Standards for Exercising Voting Rights on Japanese Stocks.
In addition, our Stewardship and Voting Rights Policy Oversight Committee—the majority of whose members are from outside Amova AM and have no special interests in the firm—works to enhance transparency and governance in our stewardship initiatives. This committee monitors and oversees whether our stewardship activities are in line with our objectives and whether we are making the proper efforts to fulfill our fiduciary duties consistently. It also provides necessary advice from a fair and neutral standpoint.
As an asset manager, Amova AM uses its stewardship activities as a way of actively contributing to investee companies’ sustainable growth and helping to enhance their medium- to long-term corporate value. These efforts are intended to increase medium- to long-term returns for our clients and beneficiaries while also contributing to the sound development of society and the economy.
Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.
As our mission is to act with clients’ interests as our foremost priority in view of our fiduciary principles, we ensure that any conflicts of interest that may arise in our stewardship activities are properly managed.
In line with the principles in our publicly disclosed Conflict of Interest Control Policy, we ensure proper business conduct by carefully managing transactions and other activities that may involve conflicts of interest. We identify and manage such activities as transactions subject to certain controls based on categories defined in our internal regulations.
Our management of conflicts of interests in stewardship activities such as engagement and proxy voting is guided by our classification of these activities as “exercising influence”. This involves ensuring that our stewardship activities are conducted appropriately by placing them under the supervision of the Stewardship and Proxy Voting Committee to prevent applicable companies, other departments in Amova AM or other such parties from exercising an influence on them. Stewardship activities are also monitored and overseen by the Stewardship and Voting Rights Policy Oversight Committee, the majority of whose members are from outside Amova AM.
We consider the parties mentioned below as being subject to the risk of conflicts of interest in proxy voting and have set up a control framework to ensure that voting decisions involving them are exercised appropriately. This is underpinned by monitoring and oversight by the Stewardship and Voting Rights Policy Oversight Committee.
- Parent company: We maintain neutrality and transparency in our proxy voting decisions by ensuring that they are deliberated over by the Stewardship and Voting Rights Policy Oversight Committee and approved by the Stewardship and Proxy Voting Committee.
Distributors: We ensure neutral and fair oversight of our proxy voting decisions by making sure they are reported to the Stewardship and Voting Rights Policy Oversight Committee.
Clients with which Amova AM has a business relationship: We ensure neutral and fair oversight of our proxy voting decisions by making sure they are reported to the Stewardship and Voting Rights Policy Oversight Committee.
Institutional investors should monitor investee companies so that they can appropriately fulfill their stewardship responsibilities with an orientation towards the sustainable growth of the companies.
In line with our aim of contributing to investee companies’ sustainable growth by fulfilling our stewardship activities, we monitor investees to fully understand their circumstances. Using corporate disclosures, explanatory briefings, interviews and ongoing engagement, we gather insights into both financial aspects of companies—such as earnings and capital policy—and their non-financial information. This includes each company’s corporate philosophy, vision, management strategy and sustainability efforts such as ESG initiatives. We also work to identify at an early stage any issues that could potentially damage the corporate value of investee companies.
In our assessments of companies, we prioritize comprehensive assessments over partial examinations and emphasize gaining a substantive understanding over taking a formalistic approach. Guided by this approach, we assess companies based on the concept of Creating Shared Value (CSV), which refers to the sustainable co-creation of economic value centered on corporate earnings and social value linked to ESG factors. Our ability to effectively understand investee companies is underpinned by coordination and teamwork among our research analysts, who conduct in-depth analysis of individual companies and sectors; our portfolio managers, who are responsible for investment decisions; and our Sustainable Investment Department, which is devoted to stewardship activities.
Institutional investors should seek to arrive at an understanding in common with investee companies and work to solve problems through constructive engagement with investee companies.
We aim to contribute to companies’ sustainable growth and enhance their medium- to long-term corporate value by arriving at a shared understanding with them and helping to address their issues through engagement.
In our engagement, we identify key issues that are critical to enhancing medium- to long-term corporate value and achieving sustainable growth. This is based on an accurate understanding of investee companies’ corporate philosophies, business and financial strategies, ESG factors, and risks. We then share our understanding with the companies and undertake constructive engagement to address the issues we have identified.
Engagement is advanced through coordination and teamwork among our research analysts, who analyze individual companies and sectors in depth; our portfolio managers, who make investment decisions; and our Sustainable Investment Department, which specializes in stewardship activities. Amova AM employs a milestone management process to ensure effective engagement. This involves monitoring progress made against the issues and goals we have set for companies subject to focused engagement and considering escalation measures where necessary. The status of these engagement activities is shared appropriately in the investment management function and used to inform assessments of corporate value and investment decisions.
If investee companies request us to do so, we also disclose our shareholdings to them as we believe that this contributes to constructive engagement.
This disclosure is usually provided in response to enquiries about the number of shares held as of the most recent quarter-end in engagement sessions with companies, but we also respond to inquiries outside of engagement sessions subject to verification of their authenticity.
In addition to solo engagement by Amova AM, we also consider the option of collaborative engagement with other institutional investors. We believe collaborative engagement is particularly effective when engagement topics are clearly defined and investors share common objectives.
We take every precaution to ensure that we do not acquire material non-public information through our stewardship activities. This includes providing rigorous, ongoing education and training to prevent the acquisition of material non-public information during engagement or our monitoring of investee companies. Should such information be inadvertently acquired, we would take prompt action in line with our internal regulations, such as restricting trading of the affected company’s stock.
Institutional investors should have a clear policy on voting and disclosure of voting activity. The policy on voting should not be comprised only of a mechanical checklist; it should be designed to contribute to the sustainable growth of investee companies.
We regard voting rights as an important privilege granted to shareholders to increase corporate value over the medium to long term. With this in mind, we exercise voting rights with the aim of contributing to investee companies’ sustainable growth and enhancing their medium- to long-term corporate value.
In accordance with the Guidelines on Exercising Voting Rights and the Standards for Exercising Voting Rights on Japanese Stocks set forth by our Stewardship and Proxy Voting Committee, we exercise voting rights for all holdings in principle. We emphasize benefitting investee companies’ sustainable growth as well as their medium- to long-term corporate value in our voting decisions. This involves thoroughly taking into account each company’s circumstances, their initiatives, and the details of our engagement with them.
We provide quarterly disclosures of all of our Japanese equity voting decisions by disclosing our votes on individual proposals on our website and in press releases. In addition to records of our votes for or against each proposal, we disclose the reasons for our decisions in cases where we deem an explanation necessary. We also provide quarterly and annual disclosures, categorized by proposal type or content, of total numbers of proposals and ratios of votes cast for or against.
Stock lending transactions are conducted in line with policies established by an internal committee whose members include the heads of our investment management, compliance and risk management functions. When stock lending transactions span voting rights record dates, we also pay due consideration to ensuring that we secure voting rights.
◆Guidelines on Exercising Voting Rights:
https://global.amova-am.com/institutional/proxy-voting/guidelines-on-exercising-voting-rights◆Standards for Exercising Voting Rights on Japanese Stocks:
https://global.amova-am.com/institutional/proxy-voting/voting-rights◆Proxy voting results for Japanese stocks:
https://global.amova-am.com/institutional/proxy-voting/proxy-voting-resultsInstitutional investors in principle should report periodically on how they fulfill their stewardship responsibilities, including their voting responsibilities, to their clients and beneficiaries.
We regularly review and publish our policy on upholding Japan’s Stewardship Code as well as our stance on each principle in the code. This is supplemented by a wide range of materials through which we provide regular reporting to clients and beneficiaries on our efforts to fulfill stewardship responsibilities such as engagement and voting. These include disclosures of our proxy voting results, our Global Stewardship Report, our Sustainability Report and our Stewardship Activities Report and Self-assessment. Updates are also provided through direct reporting. We are committed to continuously improving our reporting approach to ensure that it is effective and efficient in view of engagement with clients and stakeholders.
To contribute positively to the sustainable growth of investee companies, institutional investors should develop skills and resources needed to appropriately engage with the companies and to make proper judgments in fulfilling their stewardship activities based on in-depth knowledge of the investee companies and their business environment and consideration of sustainability consistent with their investment management strategies.
Our investment management function in Japan includes a Sustainable Investment Department dedicated to overseeing our stewardship activities. Working closely with other investment management departments, the department plays a central role in implementing engagement and proxy voting as well as enhancing ESG integration. It also works continuously to enhance our ability to meet our stewardship responsibilities. In addition, we have established a Global Sustainable Investment Team that counts sustainable investment professionals from our offices in Japan, Asia and Europe as its members. The team aims to enhance the stewardship activities of our investment management function in Japan through collaboration that incorporates a global perspective.
We consistently assess our own implementation of the principles and policies included in the code, and this helps us to further enhance our stewardship activities. Periodic updates on these assessments are provided on the Amova AM website.
◆Conflict of Interest Control Policy:
https://global.amova-am.com/institutional/corporate-governance-ethics/conflict-of-interest-control-policy
November 26, 2025