Updated June 27, 2024
We have clarified the management’s responsibility to provide explanations and are carrying out proper and timely disclosure of information to shareholders and other stakeholders. Furthermore, to continually enhance corporate value, we are ensuring proper execution of business operations by establishing internal control systems, and further enhancing our corporate governance.
(March 31, 2024)
| Name | No. of shares held | % of total shares held |
|---|---|---|
| Nissan Motor Co., Ltd. | 67,726,898 | 50.00% |
| MLI for Segregated PB Client | 21,000,000 | 15.50% |
| Goldman Sachs International | 16,115,500 | 11.90% |
| The Master Trust Bank of Japan, Ltd (Trust Account) | 2,564,400 | 1.89% |
| Nissan Shatai Supplier Stock Ownership Plan | 2,512,400 | 1.85% |
| The Tachibana Securities Co., Ltd. | 2,301,400 | 1.70% |
| ECM MF | 2,182,800 | 1.61% |
| INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP |
1,057,500 | 0.78% |
| FCP SEXTANT AUTOUR DU MONDE | 700,000 | 0.52% |
| Japan Custody Bank, Ltd. (Trust Account) | 695,900 | 0.51% |
Information about major shareholders is as of March 31, 2024
In its Large Shareholding Report (Change Report) made available for public inspection on February 5, 2024, Effissimo Capital Management Pte. Ltd. listed the shares below as being held as of January 29, 2024. However, Nissan Shatai is unable to confirm the number of beneficially owned shares as of March 31, 2024. Accordingly, Effissimo Capital Management is not included in the above list of major shareholders.
The contents of the Large Shareholding Report (Change Report) are as follows.
Name: Effissimo Capital Management Pte. Ltd.
Number of shares held: 40,199,300
The Holding Ratio of Share Certificates, etc.: 29.68%
Transactions of automobiles with the parent company are performed according to a manufacturing service agreement and the prices for automobile are determined by negotiations that take into account the total cost of manufacturing. The Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, discuss the process and contents of these negotiations and submit their advice to the Board of Directors. Nissan Shatai’s Board of Directors confirms the process and contents of these negotiations taking account of the advice of Business Monitoring Committee. The Business Monitoring Committee is a special committee that, as required by Supplementary Principle 4-8-3 of the Corporate Governance Code, deliberates on and examines important transactions and acts in which there is a conflict of interests between the controlling shareholder and the minority shareholders.
In addition, two independent outside directors and two independent outside statutory auditors are appointed, which serves as an institutional guarantee for the protection of minority shareholders.
Furthermore, Nissan Shatai is using the Cash Management System (CMS), the group finance system used by each company of the Nissan group, taking into account the fact that it can ensure investment yield safely and reliably, it has liquidity with respect to the demand for funds, and it is highly convenient because it offers netting functions, payment agency functions, etc. Nissan Shatai continue to use the CMS because it has been confirmed in the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, that the CMS has not damaged the corporate value of Nissan Shatai or minority shareholder interests.
There are instances where the motor vehicles business of the Nissan Shatai Group competes with the production bases in Japan and other countries of parent company Nissan Motor Co., Ltd.; furthermore, if there is a significant change regarding the competitiveness of the Nissan Shatai Group within the Nissan Motor Group due to Nissan Motor’s change of its product strategy or some other action, there may be an effect on the financial condition and performance of the Nissan Shatai Group. In this event, there will be a great need to further upgrade the integrated manufacturing infrastructure that is one of key strengths and to enhance clear core technologies on a global scale.
The 2023-2027 Medium-term Management Plan describes a group vision of “Contribute to society through our commercial vehicles, premium cars, specially equipped vehicles, and support businesses and become the one and only presence trusted by our customers” and Nissan Shatai will tackle“sustainable corporate foundation,” “creation of appealing products,” and “evolution and deepening of uniqueness,” as three priority issues.
Nissan Motor Co., Ltd., the parent company, holds 50.0% of voting rights in Nissan Shatai. Since 97.7% (Consolidated) and 99.8%(Non-Consolidated) of Nissan Shatai sales come from the parent company, its performance relies heavily on trends in vehicle sales by the parent company.
When formulating and implementing revenue, quality, and other plans for each fiscal year, Nissan Shatai takes into account the parent company’s management policies. Transactions of automobiles with the parent company are performed according to a manufacturing service agreement and the prices for automobile are determined by negotiations that take into account the total cost of manufacturing. The Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, discuss the process and contents of these negotiations and submit their advice to the Board of Directors. Nissan Shatai’s Board of Directors confirms the process and contents of these negotiations taking account of the advice of Business Monitoring Committee. While Nissan Shatai maintains close cooperative relationships with Nissan Motor and its group companies throughout our business activities, we also preserve a certain level of independence from the parent company.