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Japanese companies receive record-breaking proposals at shareholder meetings

This month, activist investors have made a record-breaking number of proposals for Japanese companies to vote on during their annual general meetings. They also include a growing call for executives to resign.

The Tokyo Stock Exchange and regulators have been pushing Japanese companies for years to increase shareholder returns, invest in growth as well as win some big activist victories.

According to the data compiled at Mitsubishi UFJ Trust Bank, as of June 3, 139 activist shareholder proposals were submitted for voting at AGMs. This is two more than in previous years. Most of the proposals were from foreign investors.

Nineteen of these either oppose the appointment of a director nominated by the company or nominate another candidate for director. This is up from just seven proposals in 2024 and 14 last year.

In any region, it's difficult for shareholder proposals to pass even though they often pressurize companies to reform. SquareWell Partners, a shareholder advisory firm, has compiled data that shows fewer than 1 in 20 proposals submitted since January 20, 2023, have been approved.

It is true that activist ambitions grew after Oasis Management, a company with a long history of success, forced the ouster of Taiyo Holdings' CEO last year.

Even if they were conducted in other ways, high-profile campaigns of?other activists have provided an important boost. The U.S.-based Elliott Investment Management won a landmark victory against Toyota over the terms of a purchase of a group company - an opposition campaign it waged by vocally criticizing them.

KYOCERA VOTE IN THE FOCUS

The activist investor's proposals are expected to garner attention. A shareholder vote on June 25 at Kyoto-based electronics manufacturer Kyocera will be one of them.

Oasis has called for Goro Yamaguchi, the chairman of Kyocera, to resign. Previously, Oasis argued Kyocera needed to divest its unprofitable business and speed up restructuring.

Seth Fischer said that Taiyo had the same problem (as Kyocera), where the CEO allocated capital to and announced a bad business, which was reducing the margins on the good business.

Yamaguchi has been leading Kyocera, a Japanese company since 2017, and last year he received 63.8% shareholder votes. This is a very low number for a Japanese leader of business. It's also a big drop from his 79% vote in 2021.

The board of Kyocera has rejected Oasis’ proposals. They have highlighted Yamaguchi's contribution to governance and management reforms.

Oasis also calls on shareholders to vote against the leaders of Kadokawa, a publisher and gaming firm, Tokyo Steel, and SMS Recruitment. Kadokawa, SMS and Tokyo Steel's boards have rejected Oasis proposals. Tokyo Steel is yet to respond publicly.

Fischer stated that "right now, an effective way to galvanize other investors and improve companies is to hold the management accountable for poor performances if they do not deserve to be voted back in,"

DOMESTIC ASSET MANAGERS ALSO HELPING

Dalton Investments and other funds have also been vocal in this year's campaign. In several cases, they have proposed the appointment independent directors with capital market experience which they claim is lacking on the boards of firms such as probiotic drink manufacturer Yakult.

UK-based AVI called on the president of 'tablet manufacturer Wacom' to step down citing concerns about governance and declining profits.

Yakult's Board has rejected Dalton's proposal. Wacom's Board has also rejected the proposal to dismiss its president, but has suspended their relationship with a new?company that was set up by its president following AVI's campaigns.

Asset managers in the United States are now more aggressive when it comes to capital allocation decisions, and profits of firms. This increases their chances of voting against leaders.

The MUFJ Trust bank data revealed that they tend to vote against the management in particular when there is a low return on equity, or excessive cross-shareholdings.

Ali Saribas is a partner at SquareWell Partners. He said that domestic managers are more likely to vote against the reelection of a director if something feels wrong.

(source: Reuters)