Whiz Partners Inc. (the “Company”) hereby declares its acceptance of the “Principles for Responsible Institutional Investors” (the Japanese Stewardship Code) so as to discharge its fiduciary responsibilities properly. (Revised on 30 September 2025)
The Company invests, principally in Japanese portfolio companies, capital that has been entrusted to the investment limited partnerships it manages (the “Funds”) by domestic and overseas investors. We select portfolio companies primarily from the IT, biotechnology, and healthcare sectors, with significant weight placed on their social and environmental impact. Through constructive dialogue informed by mid- to long-term sustainability considerations (including ESG factors), we promote the enhancement of corporate value and sustainable growth of these portfolio companies, thereby seeking to maximise the mid- to long-term investment return of the Funds.
The Company’s position on each principle of the Japanese Stewardship Code is set out below.
Principle 1: Institutional investors should have a clear policy on how they fulfil their stewardship responsibilities, and publicly disclose it.
The Company has the distinctive feature of deploying fund managers with deep expertise in the investment domain, and of supporting portfolio companies through hands-on engagement to increase corporate value, in addition to selecting investments on the basis of careful evaluation of each company and its situation. As Fund manager, we bear the responsibility of maximising returns over the term of the Fund — not solely through near-term improvements in corporate earnings, but through “purposeful and constructive dialogue” (engagement) that takes into account sustainability considerations (including ESG factors) over the mid- to long term, so as to promote sustainable growth, further enhance corporate value, expand investment return, and fulfil our responsibilities.
Through active and constructive “purposeful dialogue” (engagement) with portfolio companies that takes mid- to long-term sustainability (including ESG) into account, we seek to align understanding, work in concert with management to enhance corporate value and promote sustainable growth, and thereby maximise the Fund’s returns and fulfil our stewardship responsibility to Fund investors.
From the investment evaluation stage onwards, we build a friendly and collaborative relationship with portfolio company management as a principle, conduct effective dialogue aimed at enhancing corporate value, deeply understand the company’s situation, propose business strategy and plans, execute investment, and provide hands-on support to encourage sustainable growth over the mid- to long term.
Principle 2: Institutional investors should have a clear policy on how they manage conflicts of interest that arise in fulfilling stewardship responsibilities, and publicly disclose it.
As Fund manager, the Company holds the authority to execute all business operations, including investment decisions, pursuant to the investment partnership agreement. Since the Company itself invests a certain amount as the general partner of each Fund, the interests of the Fund and the Company are fundamentally aligned, and the potential for conflicts of interest is low. Nevertheless, where any potential conflicts of interest arise, we manage them appropriately with full regard for fairness and equity, and we operate the Fund with its interests as our first priority.
The means by which we manage situations involving potential conflicts of interest are clearly set out in our internal “Compliance Manual,” which directors and employees are required to observe; these are widely communicated, and a compliance framework has been established.
Principle 3: Institutional investors should accurately understand the situation of portfolio companies so as to fulfil their stewardship responsibilities appropriately toward sustainable growth.
Prior to investment, the Company conducts, in cooperation with external experts, legal due diligence and financial and operational due diligence, so as to understand the portfolio company’s situation, including any concerns, as accurately as possible before making investment decisions. Following investment, as a principle, the Company assigns its directors or employees, who attend important governing bodies such as board meetings and engage in dialogue with management, thereby obtaining financial and operational information. Through this engagement we accurately understand a wide range of matters concerning the portfolio company, including non-financial matters such as governance, business strategy, performance, capital structure, and risk management.
Principle 4: Institutional investors should seek to arrive at an understanding in common with portfolio companies and work to solve problems through constructive engagement.
Building on the financial and non-financial analysis of portfolio companies, the Company carries out ongoing constructive and “purposeful” dialogue from a mid- to long-term perspective so as to arrive at an understanding in common with the portfolio company. We communicate matters such as our shareholding status directly to the portfolio company. Through close relationships with portfolio company management and key personnel, we work to build mutual trust and an understanding in common toward sustainable growth and enhanced corporate value. We also seek mutual understanding not only of the company’s situation but also of the external environment. Where our recognition differs from that of the company, we will, as a basic policy, seek more active dialogue — conveying our view as an investor and engaging in discussion toward improvement.
While the Company actively provides hands-on support to portfolio companies, when we receive material undisclosed information, we manage it appropriately under our internal rules, so as not to violate applicable laws or regulations.
Principle 5: Institutional investors should have a clear policy on voting and disclosure of voting results, and the policy on voting should be designed to contribute to the sustainable growth of portfolio companies, rather than being merely a formal judgment criterion.
We recognize the exercise of voting rights as an important means of stewardship activity. We exercise voting rights based on continued dialogue with each portfolio company, evaluating whether a given proposal contributes to enhanced corporate value — that is, to the interests of the Fund.
Our basic approach to voting, and aggregate voting results in respect of investments in listed companies, are disclosed from time to time on the Company’s website. Note, however, that our investment strategy aims to enhance the corporate value of portfolio companies through hands-on engagement, thereby expanding investment return; and that investors in the Funds are limited principally to a narrow set of institutional investors. Accordingly, the Company’s policy is to disclose individual voting results and the reasons therefor, by portfolio company and by proposal, upon request from Fund investors — refraining from public disclosure. For voting in respect of unlisted portfolio companies, our policy upon request from Fund investors is to disclose aggregate voting results, individual voting results, and the reasons therefor — while refraining from public disclosure.
Principle 6: Institutional investors should report periodically to their clients and beneficiaries on how they fulfil their stewardship responsibilities, including the exercise of voting rights.
The Company fulfils its stewardship responsibilities through active and constructive “purposeful dialogue” with portfolio companies, accurately understanding their situations to the extent possible, and working to resolve concerns. To Fund investors, the Company reports as appropriate on its stewardship activities through business reports, investor meetings, and similar means.
Principle 7: Institutional investors should have the capability to make appropriate judgments in dialogue and stewardship activities, on the basis of deep understanding of portfolio companies and the business environment, as well as sustainability considerations consistent with their investment strategy.
To engage substantively with portfolio company management and contribute to their sustainable growth, the directors and employees of the Company must possess the capability to conduct stewardship activities appropriately. To that end, broad capabilities are required — including insight into new business fields and growth markets, professional knowledge in corporate analysis, deep understanding of companies and businesses, the strategic ability and execution to lead companies to growth, and risk-management ability to address risks. The Company actively recruits professionals with deep expertise in our investment focus fields and industries, and as needed seeks the views and advice of external experts. We also share within the firm those forms of support that have proven effective in enhancing portfolio companies’ corporate value and sustainable growth — building, in an organizational manner, an accumulation of cases that fulfils stewardship responsibilities — so as to develop more effective growth-support frameworks. We also monitor governance and conflict-of-interest management. The specific content of hands-on support that has contributed to mid- to long-term corporate value enhancement and sustainable growth is reported to Fund investors.
Principle 8: Service providers to institutional investors should support institutional investors in the proper discharge of their stewardship responsibilities by appropriately providing services, contributing to the enhanced functioning of the investment chain as a whole.
The Company does not provide services to institutional investors aimed at supporting their effective stewardship activities — such as proxy voting advisory or pension consulting — under outsourcing arrangements with institutional investors.
— End —