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After a four-hour emergency board meeting on Sunday, four Toshiba executives, including two board members, were forced to resign.
This meeting pushed one of Japan’s most famous industrial giants into a deeper governance crisis. A report was released last week. Damn report The company colluded with the government to suppress activist investors.
This 147 page stand-alone reportWritten by an outside lawyer, it originated from an unprecedented shareholder resistance and provided clear details about the “Dark Art” campaign orchestrated by Toshiba and officials from the Ministry of Economy, Trade and Industry (Meti). The report also stated that the activity was carried out with the knowledge of the then Cabinet Secretary (now Prime Minister) Yoshihide Suga, but he denied this claim.
The content of the report frightened several Toshiba board members. In a joint statement on Friday, four non-executive directors stated that the management and the board of directors have taken actions that are “unacceptable and directly harm our shareholders’ interests”. In a rare act of rebellion, they expressed that they no longer support all the director candidates nominated by Toshiba at the annual general meeting held on June 25.
On Sunday, the same four board members issue a statement Said they were happy to note that “under the guidance of the chairman [Osamu] Toshiba today announced some important changes in Changshan. “
Nonetheless, several major shareholders of Toshiba privately stated that they believe this situation requires the chairman of the board to resign-this position may increase motivation as investors consider whether to vote against the reappointment of Changshan and other directors on the Toshiba board. Annual general meeting of shareholders.
The four Toshiba executives who were expelled included the head and the second member of the audit committee, which had earlier misled the board of directors to conclude that there was no wrongdoing in the company’s 2020 annual general meeting. According to people familiar with the matter, Sunday’s board meeting discussed whether all members of the audit committee should have at least CPA qualifications.
Highlighted in the report-and one of the four executives now forced to step down-are Masaharu Kamo and Masayasu Toyohara. Both executives dealt directly with the ministry: According to investigators, Fengyuan asked the government to “beat up” its most troublesome shareholder.
Camo, who is Poaching He just left McKinsey last year. After the accounting and financial crisis, he is also considered to be the chief executive officer of the group’s turnaround plan.
The report focused on Toshiba’s 2020 annual shareholder meeting. The company’s largest investor initiated a vote at the meeting to remove Toshiba’s then CEO Nobuaki Kurumatani (Nobuaki Kurumatani). He narrowly survived that vote, but the process of “unfairly proceeding” was concluded through the independent report.
Chegugu resigned in April, Focusing investors’ attention on the board’s commitment to appoint a Strategic Review Committee (SRC) to guide the company through the crisis. The two largest investors in the committee told the Financial Times that one of the committee’s most urgent tasks will be to evaluate potential takeover offers from private equity firms for CVC’s $20 billion takeover offer.
Although independent board members and investors have repeatedly called on Toshiba to appoint SRC members on Sunday, people familiar with the matter said this has not happened.
In its first Formal statement Since the release of the independent report, Toshiba said on Sunday that it will take action to identify the root cause of the issues surrounding the 2020 annual general meeting.
“We will clarify our responsibilities, take appropriate measures to prevent recurrence, and use this experience to increase the transparency of our management,” Toshiba’s statement said.
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