More information available at www.ProtectFujitec.com
HONG KONG & TOKYO, June 12, 2022–(BUSINESS WIRE)–Oasis Management Company Ltd. (“Oasis”) is the manager of funds which own more than 9.7% of Fujitec Co. Ltd. (“Fujitec” or the “Company”).
After independent proxy advisory firms ISS and Glass Lewis both issued notices recommending that Fujitec shareholders vote against the re-election of Chairman Uchiyama at the upcoming annual general meeting, Fujitec announced superficial measures that it says , will strengthen Fujitec’s corporate governance (the “June 8 Statement”).
Oasis is once again shocked by Chairman Uchiyama’s attempt to issue a hasty press release and declare that Fujitec has no governance flaws, despite overwhelming evidence to the contrary, and in addition to the many questions the company denies. always answer. The company’s willingness to maintain Chairman Uchiyama’s narrative without conducting a truly independent investigation demonstrates the extent of its power over Fujitec. Shareholders must end his absolute control by voting against Chairman Uchiyama at the upcoming June 23 AGM.
We believe that the superficial measurements noted in Fujitec’s latest version are either misleading, ineffective or simply wrong, as follows:
Fujitec’s June 8 press release indicates that in light of Oasis’ findings, the board of directors has “reconfirmed the basic policy that “the Company will in principle not enter into any transactions with related parties”. (emphasis added)
That doesn’t seem to be true. First, Fujitec has never before mentioned a baseline policy against conducting related party transactions. Second, if such a fundamental policy existed, then President Uchiyama clearly violated it numerous times without consequence.
Fujitec says appointing an independent director as chairman will also improve governance.
The Society, however, appointed Shigeru Yamazoe, who is one of the two directors who conducted the superficial, non-independent, and ineffective “investigation” of Chairman Uchiyama. Mr. Yamazoe’s whitewashing of Chairman Uchiyama’s corporate governance abuses demonstrates that he will remain under Chairman Uchiyama’s control and will not act independently in the best interests of all Fujitec stakeholders.
Fujitec also says that governance will be strengthened under the leadership of the Appointments and Remuneration Committee.
However, this committee is made up of the same two directors – Shigeru Yamazoe and Nobuki Sugita – and another internal director who conducted the so-called erroneous “investigation” of Chairman Uchiyama. We believe that these directors are under the strong influence of Chairman Uchiyama and that shareholders cannot rely on them to strengthen governance.
The Company also asserts that increasing the ratio of independent directors from 56% to 60% will strengthen governance.
This could Be honest, if a truly independent director had to be appointed. However, Fujitec has appointed Kaori Oishi, a partner at Kitahama law firm, as its new outside director. Fujitec has a long-standing relationship with Kitahama Law Firm. Terumichi Saeki, a partner at law firm Kitahama, served on Fujitec’s audit and oversight committee from 2009 to 2014 and served as a director of Fujitec from 2014 to 2021. Fujitec has long been a major client of the law firm Kitahama, according to Fujitec’s disclosure documents. The appointment of a director with a long-standing relationship with Fujitec who will not be truly independent not serve to strengthen governance.
Fujitec’s latest claims that these superficial measures will improve its governance demonstrate that the company does not take corporate governance seriously and continues to put Chairman Uchiyama’s interests above those of all other stakeholders. Fujitec has not assumed any responsibility or conducted a proper investigation of the related party transactions. Instead, the Company has issued questionable and misleading statements about quickly implemented “measures” and “investigations” that Oasis believes are attempts to mislead shareholders. Instead of addressing past corporate governance abuses, the company has added many more.
We believe the only way to improve corporate governance at Fujitec is to vote AGAINST Chairman Uchiyama at the June 23 AGM.
All investors are encouraged to consult our detailed documents available on www.protectfujitec.comwhich include questions that shareholders may ask the Company.
Oasis Management Company Ltd. manages opportunity-focused private equity funds in a wide range of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the company as Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles for Responsible Institutional Investors” (aka Japan Stewardship Code) and, in accordance with these principles, Oasis monitors and engages with our beneficiary companies.
The information contained in this press release (referred to as the “Document”) is an information resource for Fujitec shareholders provided by Oasis, the investment manager of funds that are shareholders of Fujitec (the “Oasis Funds”) .
The Document is not intended to solicit or seek shareholder agreements to jointly exercise voting rights with Oasis. Shareholders who have entered into an agreement to jointly exercise their voting rights are considered co-holders under Japan’s significant shareholding disclosure rules and they must file a notification of their total shareholding with the relevant Japanese authority for disclosure. public under the Financial Instruments and Exchanges Act. Oasis does not intend to be subject to any such notification obligation. The Document represents solely the opinions, interpretations and estimates of Oasis.
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Ashton Consulting Limited
Tadashi Shiokai and Yuzo Iwaya
Phone: +81 03-5425-7220
Email: [email protected]