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2026 Japan Proxy Season Preview

Below are key takeaways from ISS’ recently released 2026 Japan Proxy Season Preview.

2026 Japan Proxy Season Preview

The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Knowledge Center and its Library tab and to corporate subscribers by logging into Compass then selecting Governance and the Governance Library or Governance Exchange tab.

  • Peak meeting date: This year’s peak Japan meeting day is expected to be June 26, when about a quarter of June annual meetings are likely to be held on a single day, followed by June 25, June 24, and June 23.
  • Board Independence: The number of outside directors at Japanese companies has increased in recent years, and most companies are now in compliance with the Japan Corporate Governance Code requirements. As of March 2026, 89 percent of companies covered by ISS possessed a board composed of at least one-third outsiders. Moreover, at 51 percent of companies, at least half of the board members were outside directors.
  • Board Gender Diversity: A continued uptick in female board representation is observed. As of March 2026, 80 percent of companies covered by ISS had at least one female director—an increase from 77 percent a year earlier. In addition, the number of companies with at least two female directors has jumped from 36 percent last year to 41 percent this year.
  • Equity Compensation Plans: More equity compensation plans are anticipated on ballots this year. A growing number of Japanese companies are continuing to propose performance-based and equity-based compensation to better align executive and shareholder interests, a trend partially driven by Japan’s Corporate Governance Code.
  • ISS Japan Policy Changes: 1) Gender: ISS Japan’s policy on board gender diversity is being updated from a minimum of one female director to at least 10 percent female representation. Companies will be granted a one-year grace period to allow them time to identify qualified candidates. 2) Controlled Companies: The updated policy requires a majority-independent board at controlled companies (effective February 2026); and 3) Tenure: Last year ISS introduced a new director independence criteria for Japan, under which individuals who have served on the board for 12 years or more will not be considered independent. The policy update was implemented beginning in February 2026.

If you are not a subscriber, please contact sales@iss-stoxx.com (for institutional investors) or contactus@isscorporatesolutions.com (for corporations) to learn more about accessing bespoke governance research.

Authored By

Japan Research Team

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