Articles of Incorporation

Chapter 1: General Provisions

(Name)

Article 1

The Association shall be named the Strategic Global IR Management Association and abbreviated as SGIM (Japanese name: Ippan Shadan Hojin Senryakuteki Gurobaru IR Kyokai).

(Head office)

Article 2

SGIM’s head office shall be located in Chuo Ward, Tokyo.

(Purpose)

Article 3

The purpose of SGIM shall be to study and spread IR “best practices” that are recognized as global standards and promote awareness of them, and contribute to the evolution of international corporate activities by educating businesspeople who should be familiar with IR practices accepted overseas (managers, founders, middle management, financial auditors, etc.) about global standard IR.

(Public Notices)

Article 4

SGIM shall issue public notices in electronic form. However, in the event that a public notice cannot be issued via an electronic notice due to unavoidable reasons, it shall be published in the Official Gazette of the government.

(Activities)

Article 5

SGIM shall carry out the following activities to achieve the mission stipulated in Article 3:

  • (1)Gather global IR-related intelligence and build a global IR database
  • (2)Surveys, research, and development of global IR-based management
  • (3)Global IR-based training for executives of publicly listed companies
  • (4)Conducting workshops, seminars, etc., on global IR-based management
  • (5)Publishing books and magazines relating to global IR-based management
  • (6)Timely activities to spread awareness of global IR intelligence and activities
  • (7)Promoting interaction among global IR management personnel
  • (8) Interacting and collaborating with Japanese and overseas IR institutions
  • (9)Proposing global IR management policies
  • (10)Developing global IR evaluation standards and awarding companies satisfying these standards
  • (11)Implementing other necessary activities to achieve SGIM's mission

Chapter2: Members

(Members)

Article 6

Companies or individuals who approve of SGIM’s mission and have joined it shall be referred to as members.

(Types of Members)

Article 7

SGIM shall have the following types of members, of which special members and general members shall be considered as members as defined in the Act on General Incorporated Associations and General Incorporated Foundations (hereafter, “General Incorporated Associations Act”):

・Special members
“Special members” refers to companies, organizations, and individuals, including academics, investors, attorneys, certified public accountants, etc., who understand and approve of SGIM's mission and take the initiative to promote global accepted IR best practices.
・Regular members
“Regular members” refers to companies and individuals who practice global standard IR, as well as companies, organizations, and individuals who aim to practice global standard IR.
・Individual members
“Individual members” refers to individuals who wish to acquire knowledge of global standard IR and put it into practice.

(Application Procedure)

Article 8

(1) Parties who wish to become a member of SGIM shall submit an application to the head office via a document stipulated separately by the Board of Directors.

(2) The decision to grant or refuse admission shall be decided based on the approval of a majority of directors, based on criteria stipulated separately by a General Meeting of Members, and the applicant shall be notified of the decision.

(Admission and Membership Fees)

Article 9

SGIM’s members shall pay the following admission fee and annual dues:

  Admission Fee Annual Membership Dues
(1) Special members ¥10,000 ¥300,000
(2) Regular members ¥10,000 ¥180,000
(3) Individual members ¥10,000 ¥60,000

(Withdrawal)

Article 10

Members may withdraw from the Association at any time.

Membership shall be terminated if any of the following apply:

  • (1)In the case of a company member, when the company is dissolved.
  • (2)The member becomes an adult ward or person under curatorship.
  • (3)The member dies or is declared missing.
  • (4)The annual dues for a given year have not been paid by the month prior to the month in which the member joined SGIM.
  • (5)The member is punished due to improper conduct.

(Expulsion)

Article 11

A member to whom any of the following items apply may be expelled from SGIM by a Board of Directors’ vote:

  • (1)The member violates the Articles of Incorporation or items voted on by a General Meeting or the Board of Directors.
  • (2)The member notably defames the reputation of SGIM.
  • (3)The member is punished due to improper conduct.

(Rights and Obligations in relation to Loss of Membership Qualification)

Article 12

When membership is terminated, said member shall lose all rights as a member of SGIM and shall be released from future membership obligations. However, said member cannot be released from any unperformed obligations.

Article 13

Even if a member is disqualified, SGIM shall not return any admission fees, annual dues, or other previously contributed and/or donated money and goods.

Chapter 3: Meetings

(General Meetings of Members)

Article 14

SGIM shall hold General Meetings and Extraordinary Meetings of Members, with General Meetings being held in September each year and Extraordinary Meetings being held as needed.

Chapter 4: Officers and Related Matters

(Establishing SGIM)

Article 15

SGIM shall appoint a Board of Directors and an Auditor.

Article 16

SGIM shall appoint at least three (3) and no more than five (5) directors and one (1) auditor.

Chapter 5: Accounting

(Fiscal Year)

Article 17

SGIM’s fiscal year shall begin on August 1 of each year and end on July 31 of the following year.

(Business Plan and Accounting)

Article 18

  • (1)The Co-Representative Directors shall prepare SGIM's business plan and income and accounts budget by the day prior to the first day of each fiscal year and receive approval at the nearest General Meeting of Members. The same applies in the event of revisions to the plan and/or budget.
  • (2)Irrespective of the provisions in the preceding, if a budget is not enacted due to unavoidable reasons, the Co-Representative Directors may, based on a General Meeting of Members resolution, obtain revenues and incur expenses in accordance with the previous fiscal year’s budget until the date a new budget is enacted.
  • (3)The income and expenditures in the preceding shall be considered as part of the newly enacted budget’s income and expenditures.