会社概要
What we hope Tosho to improve the shareholders’ value as a shareholder are 1) improvement of its extremely low operating profit margin through reconsidering mid-term management plan and investment plan and 2) Special dividend funded by disposal of RECRUIT shares to optimize excess net assets.

Dialogues between Tosho and Strategic Capital

We have done numerous activities to improve the Tosho’s shareholders’ value. For example, discussions with managements, questions at the AGMs, sending letters and etc.

We disclosed some of our letters to Tosho in our HP. We have consistently stated 2 proposals as followings: –
– Margin improvement through reconsidering mid-term management plan
– Net assets optimization by distributing special dividends funded by disposal of RECRUIT shares

Summary of our letter in December 2016

  • Tosho should sell all the RECRUIT shares, use it for investment and appropriate the rest for distribution to shareholders as special dividends.
  • If Tosho’s managements disregard minority shareholders and fail to fulfill their obligation of a board of listed company, such as IR, Tosho does not need to be a listed company anymore and should go private.
  • PDFOpen in Another Window

Summary of our letter in February 2017

  • The investment plan in the mid-term management plan is overmuch.
    Tosho should explain the cost / return of investment to shareholders.
  • PDFOpen in Another Window

Summary of our letter in December 2017

  • We are apprehensive that investments in changes of its business structure and in new business area are in no progress.
  • The current mid-term management plan for 3 years is for the first period of 9 years plan in total. Considering this first plan is already lacking in concreteness, it is irresponsible and improper to make 9 years plan.
  • Tosho should return its excess cash to shareholders that is not used for investment.
  • PDFOpen in Another Window

Summary of our letter in July 2018

  • Tosho faces 2 major challenges, the first is extremely low operating profit margin and the second is excess of cash, cash equivalents and net assets.
  • If you think that it is easy to operate a company if net assets are accumulated and you would not like to fulfill your obligations as directors of a listed company such as capital efficiency-oriented management, Tosho should go private.
  • If you wish to continue to be listed, you should earn profits by using capital that is entrusted by shareholders as efficiently as possible and maximize the shareholders’ value.
  • PDFOpen in Another Window

Summary of our letter in January 2019

  • Though Toppan, parent company of Tosho, invests in digital business funded by the partial “sale of RECRUIT shares”, Tosho continues “holding RECRUIT shares” for expansion to digital business area. This appears that there is an antithetic digital strategy in the Toppan group.
  • We reiterated that we continuously propose that expansion to such digital area should be determined by whole Toppan group.
  • We would like Tosho to sell its RECRUIT shares, optimize its net assets, improve capital efficiency via special dividends and increase shareholders’ value, which is a mission for listed companies.
  • PDFOpen in Another Window
  • In addition to sending letters, we attended AGMs and exercised shareholders’ proposal right.

AGM in June 2016

Shareholders proposal
Disposal of cross-shareholdings in coming financial year

AGM in June 2017

Shareholders proposal
JPY 120 dividend per share(JPY 240 after stock consolidation)
※Proposal of increase of dividend using the fund gained by disposal of RECRUIT shares

AGM in June 2018

Shareholders proposal
JPY 280 dividend per share
※Proposal of increase of dividend using the fund gained by disposal of RECRUIT shares
Establishment of optional nomination committee and remuneration committee
Disposal of cross-shareholdings in coming 3 financial years

AGM in June 2019



Advertisement in July 2018

  • On 26th of July 2018, our advertisement regarding Tosho was inserted in Nikkei newspaper.
  • PDFOpen in Another Window
  • In the course of our dialogues, Tosho sold half of RECRUIT shares it held in August and September 2016. Whereas, the sign of improving shareholders’ value disappeared after February 2017 when Tosho released mid-term management plan. Tosho’s managements persist in the plan which does not improve any shareholders’ value even if it would be completed as Tosho states. Tosho does not strive for shareholders’ value and ignores the principle of the maximization of shareholders’ value.

    In December 2018, Tosho established an optional nomination and remuneration committee. The committee itself was similar to what we proposed at the 2018 AGM. However, the majority of committee members were not independent directors. We do not expect the committee will have an effect because the committee members consist of 2 internal directors and 2 outside directors.

Our dialogues
(excl. face to face communication)
Tosho’s reaction
Shareholders’ proposal Apr 2016
Discussion at the AGM Jun
Aug & Sep Sold half of RECRUIT shares it held
Letter regarding disposal of RECRUIT shares and proposal to make a mid-term management plan Dec
Letter of comment on the plan Feb 2017 Released the mid-term management plan
Dividend increased from JPY 2 to JPY 4 for FY 2017
(JPY4 to JPY8 after stock consolidation)
Shareholders’ proposal Apr
Discussion at the AGM Jun
Letter of comment on the plan Dec
Shareholders’ proposal Apr 2018
May Dividend increased from JPY 4 to JPY 20 for FY2018. Simultaneously, announced dividend for FY2019 will be reduced back to JPY 4
Discussion at the AGM Jun
Letter of comment on the challenges of Tosho Jul
Advertisement in Nikkei newspaper
Dec Established Optional nomination and remuneration committee
弊社の対話活動(直接対話を除く)
2016年4月 株主提案
同年6月 株主総会における対話
同年12月 リクルート株式の全株売却および中期経営計画
策定に関する意見書面の送付
2017年2月 公表された中期経営計画関する意見書面の送付
同年4月 株主提案
同年6月 株主総会における対話
同年12月 中期経営計画に対する意見書面の送付
2018年4月 株主提案
同年6月 株主総会における対話
同年7月 図書印刷の問題点に関する意見書面の送付
日経新聞への広告を掲載
図書印刷の行動
同年8、9月 保有リクルート株式の半分を売却
2017年2月 中期経営計画を公表
2017年3月期一株当たり配当を、2円から4円に増配とすることを公表
(分割修正前4円から8円)
同年5月 2018年3月期一株当たり配当を、4円から20円に増配とすることを公表
同時に、2019年3月期一株当たり配当は4円に減配することを公表
同年12月 任意の指名・報酬委員会を設置
  • 株式会社ストラテジックキャピタル

PAGE TOP