Established on October 1, 2016
Asset Management One Co., Ltd.

Asset Management One Co., Ltd. (Asset Management One or “the Company”) declares its acceptance of the “Principles for Responsible Institutional Investors,” known as Japan’s Stewardship Code (“the Code”), to fulfill its stewardship responsibilities properly as a responsible asset manager.

• The Company believes that fulfilling its stewardship responsibilities properly will help enrich the Japanese economy and society. As an asset manager that contributes to clients and beneficiaries (“clients”) and society, the Company wishes to contribute to sound economic and social development by conducting appropriate stewardship activities and thereby support the optimum distribution of social resources.
• “Stewardship responsibilities” in the Code refers to the responsibilities of institutional investors to enhance the medium- to long-term investment return for their clients by encouraging their investee companies to improve corporate value and achieve sustainable growth through constructive, purposeful dialogue(engagement) or proxy voting based on their in-depth knowledge of the investee companies and the investee companies` business environment.
• The Company believes that the Code, and the Corporate Governance Code, which serves as a guideline for improving governance for investee companies, represents two sides of the same coin to deepen corporate governance reform. The Company has established the following policies for the seven principles, including guidance, of the Code.

Principle 1：
Institutional investors should have a clear policy on how they fulfill their stewardship responsibilities, and publicly disclose it.

• The Company has established these policies as a responsible asset manager because it believes that encouraging investee companies to enhance their corporate value and achieve sustainable growth from a medium- to long-term perspective through constructive, purposeful dialogue (engagement) will help increase the medium- to long-term investment return for its clients.
• Based on this belief, the Company has analysts with a high degree of expertise and extensive experience who seek to obtain accurate information on each investee company’s financial situation, as well as its non-financial situation, including environmental, social, and governance (ESG) factors. By holding constructive purposeful dialogues with a long-term view and exercising voting rights appropriately, the Company will encourage the optimal allocation of social resources by improving the corporate value of investee companies, and will contribute to the robust development of economy and society.
• The Company will step up its efforts to fulfill its stewardship responsibilities by training its analysts and reviewing its stewardship activities on a regular basis. The Company will regularly report on the status of its stewardship activities to clients to help ensure accountability as a fiduciary duty.
• The Company believes that it can fulfill its stewardship responsibilities as a “responsible asset manager” by conducting these wide-ranging activities.

(System for fulfilling stewardship responsibilities)

• At the Company, the Responsible Investment Committee established as one of the management policy committees for fulfilling its stewardship responsibilities will supervise the exercise of voting rights and engagement, and will properly promote responsible investment.
• The Responsible Investment Committee will discuss and report on matters related to overall stewardship activities, including the evaluation and review of the implementation of stewardship responsibilities, engagement with investee companies and the exercise of voting rights by the Company. The committee will review the achievements and will work to improve its stewardship activities. The committee will discuss whether to vote for or against the most important agenda items in terms of conflicts of interest after the Proxy Voting Advisory Council, where independent outside directors have a greater part, has expressed an opinion. The results of this will be reported to the Board of Directors and the Audit and Supervisory Committee.
• Under the Responsible Investment Committee, a sub-committee on the exercise of voting rights is established to exercise voting rights appropriately. This sub-committee will discuss agenda items that are deemed to be important under the Company’s standards (except for the most important agenda items in terms of conflicts of interest). The results of exercising voting rights that are discussed by this sub-committee will be reported to the Responsible Investment Committee.

Principle 2：
Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.

• The Company will put clients’ interests first in its stewardship activities. Under its internal regulations, the Company will seek to strictly control conflicts of interest.
• When the Company exercises the voting rights of shares it holds at funds that it manages, it will exercise the voting rights under predetermined guidelines, taking only the interests of the clients into account. The Company has posted the outline of management policy of conflicts of interest on its website (Japanese version only).
• Regarding a transaction conducted by the Company, Mizuho Financial Group or Daiichi Life Group, the Company will endeavor to protect client benefits and improve convenience in managing transactions that may cause conflicts of interest so as not to unfairly harm the client’s benefits. The Company identifies the types of transactions that may lead to conflicts of interest and reviews them regularly and appropriately.
• Regarding conflicts of interest for proxy voting, which is important for complying with the Stewardship Code, the Company has a policy of isolating information regarding proxy voting between the persons in charge and any other employees or any external persons. In order to enhance the effectiveness of isolating information, the Company has established a monitoring system whereby the Compliance Department will check the results of the proxy voting. The Company has an appropriate restriction on personnel transfers between the company and our parent/group companies with regard to persons who exercise the voting rights.
• The Company has the Responsible Investment Committee as one of the management policy committees, which manages conflicts of interest appropriately. This committee is chaired by the head of the Investment Division, and its members include the head of the Risk Management Division. To promote responsible investment, the committee will thoroughly discuss issues in the asset management unit, which is independent of the corporate planning unit and the sales unit. The audit and supervisory committee members will also attend the Responsible Investment Committee meetings to check that they are being run properly.
• The amendment of guidelines on the exercise of voting rights will be reported to the Audit and Supervisory Committee, deliberated by the Responsible Investment Committee, and approved by the president.
• As for the most important items on the agenda in terms of conflicts of interest within parent and group companies, the Company will commission a proxy adviser, an independent third party, to provide advice on whether to vote for or against them under the guidelines on the exercise of voting rights, and the Responsible Investment Committee will deliberate after consulting the Proxy Voting Advisory Council, where independent outside directors take a greater part. We also have a monitoring framework by reporting the result to the Board of Directors and the Audit and Supervisory Committee.
• The management of the Company puts customers first and believes that the trust of customers is a foundation for keeping the management sound and earning all stakeholders’ trust. The Company has secured management independence from parent and group companies with governance systems on the Board of Directors, the Audit and Supervisory Committee and management policy committees such as the Responsible Investment Committee. Especially, The Company has thoroughly promoted managing conflicts of interest, such as establishing the management policy of conflicts of interest.

Principle 3：
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.

• To monitor investee companies, the Company has a number of analysts with a high level of expertise and extensive experience, who obtain accurate information through various opportunities. This information includes not only financial information, but also non-financial information, including environmental, social, and governance (ESG) information of investee companies.
• The Company will work to monitor the status of investee companies effectively from a long-term perspective by continuously studying their situation and regularly reviewing engagement activities with them. The status of engagement activities with them will be reported to the Responsible Investment Committee, which will review them. The Company will work to improve them.
• The Company will work to identify any issues that the investee companies, the industry, and the market itself are facing from our own perspective with respect to the investee companies’ strategy, performances, capital structure, governance, and society and environment, etc.
  
  Major types of information obtained
  

  Corporate strategies	Business strategy, business plan, industry environment, competitive environment
  Business performance	Factors of changes in results
  Capital structure	Capital efficiency, finance strategy, capital policy
  Governance	Management structure, corporate governance
  Society, environment	Risks and earning opportunities, etc. for the sustainable growth
  Other matters	Other matters that have significant effects on management (including antisocial behavior)

• In addition to governance matters, the Company will work to engage in social and environmental matters that could be obstructive factors or earning opportunities for the sustainable growth of investee companies and the improvement of corporate value, mainly utilizing our ESG analysts deployed in the Responsible Investment Department, which is the department in charge. The Company will encourage investee companies that are lagging behind in the disclosure of ESG information to make active disclosure and improve the level of disclosure through our engagement activities.
• The Company will work to obtain information that may be detrimental to the corporate value of investee companies at an early stage.

Principle 4：
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.

• The Company will work to share its understanding with investee companies through engagement to enhance their corporate value and capital efficiency, and encourage them to achieve sustainable growth from a medium- to long-term perspective.
• If the Company believes that an investee company’s corporate value is at risk of being damaged based on engagement with it, it will ask to conduct further dialogue with that company and encourage it to take steps for improvement.
• In passive management, the Company will work to improve the investee companies’ corporate value and enhance the entire equity market as many ESG analysts and the persons in charge of proxy voting with a high specialization and wide experience, who are located in the Responsible Investment Department, perform engagement activities from a long-term perspective or exercise voting rights.
• As a leading asset manager in Japan, the Company has the following engagement principal: The Company will support the investee companies’ approach to improve their corporate value depending on their growth stages through engagement based on in-depth knowledge of their philosophy, history, and culture as well as their environmental, social, and governance (ESG) issues.
• If the Company believes that an investee company’s corporate value is at risk of being damaged, such as through a scandal or poor long-term business performance, it will seek further dialogue as the representative of market participants and encourage it to improve its corporate value by taking a strict approach.
• The Company will basically perform engagement activities solely, but will consider cooperative dialogue with other institutional investors (collective engagement) as necessary.
• The Company will make investments based on publicly disclosed information. We will not obtain information through engagement with investee companies on material facts that are not disclosed. If we obtain information on undisclosed material facts, we will manage it properly under internal regulations. We will seek to comply with all applicable laws and regulations.

Principle 5：
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 sustainable growth of investee companies.

• The Company believes that the appropriate exercise of voting rights will encourage companies to strengthen their governance and will help them to improve their corporate value and achieve sustainable growth over the medium to long terms. In principle, the Company will exercise its voting rights for all the shares it holds. In exercising its voting rights, the Company will decide whether to vote for or against agenda items, taking the situation of investee companies and its engagement with them into account.
• The Company will establish Guidelines and Standards on the Exercise of Voting Rights that will describe its policy and standards on decisions in exercising voting rights and will post them on the website (Japanese version only).
• Through the exercise of voting rights based on the investee companies’ status and engagement activities with them, the Company will strongly urge companies to conduct business that maximizes shareholder returns over the medium to long terms, and encourage them to conduct sound corporate activities under appropriate governance that take the environment and society into account.
• The company will secure the voting rights when we engage in stock lending transactions across the determination date of the voting rights.
• The Company will post the results of exercising voting rights under the guidelines and standards on the exercise of voting rights on its website on a quarterly basis by categories of agenda items (such as items on the appropriation of retained earnings, items on the appointment of directors and auditors, etc.) and by each agenda item of the investee companies (Japanese version only).
• The Company exercise voting rights under the guidelines and standards on the exercise of voting rights. As for the most important items on the agenda in terms of conflicts of interest within parent and group companies, the Company will commission a proxy adviser, independent third party to provide advice on whether to vote for or against them under the guidelines on the exercise of voting rights, and the Responsible Investment Committee will deliberate after consulting the Proxy Voting Advisory Council, where independent outside directors take a greater part.

Principle 6：
Institutional investors in principle should report periodically on how they fulfill their stewardship responsibilities, including their voting responsibilities, to their clients and beneficiaries.

• The Company will regularly report on its activities for fulfilling its stewardship responsibilities, including the exercise of voting rights and engagement with investee companies, on its website and by other means.
• The Company will regularly disclose its stewardship activities, including the exercise of voting rights and engagement with companies. It will also seek to improve its disclosure contents when necessary by incorporating the clients’ perspective.
• The Company will record the exercise of voting rights and engagement activities and work to improve its stewardship activities by reviewing them.

Principle 7：
To contribute positively to the sustainable growth of investee companies, institutional investors should have in-depth knowledge of the investee companies and their business environment and skills and resources needed to appropriately engage with the companies and make proper judgments in fulfilling their stewardship activities.

• The Company will work to enhance its knowledge and inventiveness as a high expertise professional with long-term mutual trust with the investee companies.
• The Company has built a system for fulfilling its stewardship responsibilities, establishing the Responsible Investment Committee and increasing the number of ESG analysts and persons in charge of proxy voting.
• The management of the Company is persons with in-depth knowledge of the asset management business and an appropriate ability to promote effective stewardship activities, cultivate human resources and structure an organization. The Company has invited outside experts who have in-depth knowledge in a broad range of fields as independent outside directors, and has established a management system with high independence and transparency. The management of the Company will work to enhance the system by establishing the Responsible Investment Department, which plays a central role in stewardship activities, and increasing the number of ESG analysts.
• The Company will seek to exchange opinions as needed with external experts and other institutional investors.
• The Company will work to regularly perform self-assessments for stewardship activities including a system of governance and the management of conflicts of interest, and will disclose the results on its website so that stewardship activities will become truly appropriate in accordance with the intent and spirit of the Code.