Nikkei Online
*THIS TRANSLATION IS NOT A PRODUCT OF NIKKEI ONLINE
April 17, 2023
Nintendo Family Made Shareholder Proposals to Toyo to Appoint Nine Directors
On April 17, the asset management company of the Nintendo family announced that it will make shareholder proposals to appoint directors at the annual general shareholders meeting of Toyo Construction Co., Ltd. (“Toyo”) to be held in June 2023. They seek to appoint a total of nine directors, including outside directors and executive directors. The asset management company has been planning to acquire Toyo since 2022. Toyo’s Board has not agreed to the acquisition, and the takeover bid has been delayed. Their aim is to replace the majority of the Board at the annual shareholders meeting to have the takeover bid reconsidered.
Yamauchi-No.10 Family Office (“YFO”), which owns 27% of Toyo’s outstanding shares, sent its shareholder proposal documents on April 17. It is rare for a shareholder to propose external executive personnel as candidates for not only outside director positions but also internal executive director positions. By going so far as to propose candidates who are capable executives, YFO is showing how serious it is about the proposed takeover.
| Name | Notable Work History | Focus Area |
|---|---|---|
| Shinya Yoshida | Representative Director & Executive Officer, Mitsubishi Corporation Senior Executive Officer, NIDEC Corporation | Management |
| Akira Tousaka | Deputy Chief of Construction Headquarters, Fujita Corporation | Business |
| Masaharu Okada | Representative Director & Vice President, Electric Power Development Co., Ltd. (J-Power) | Management |
| Shinichi Kato | President, RWE Renewables Japan G.K. | Business |
| Katsuya Natori | Lawyer Outside Director, Olympus Corporation Outside Director, Hino Motors, Ltd. | Governance |
| Toshiaki Yamaguchi | Lawyer Chair, Committee in charge of verifying corporate governance of Mitsubishi Electric Corporation | Governance |
| Kazumichi Matsuki | Formerly at Mitsubishi Corporation Director, Hokuetsu Corporation | Governance |
| Tsuneko Murata | Formerly at Panasonic Corporation Outside Auditor, Japan Finance Corporation | Governance |
(Note) Titles omitted. Work history include past positions. Mr. Yoshida and Mr. Tousaka are candidates for internal executive director positions.
Shinya Yoshida, former representative director and executive officer of Mitsubishi Corporation and former senior executive officer of NIDEC corporation, and Akira Tousaka, former deputy chief of construction headquarters of Fujita Corporation, a second-tier construction company, have been proposed as candidates for internal executive director positions.
There are seven outside director candidates, including Masato Uchiyama, former vice president of Electric Power Development Co., Ltd. (J-Power), and Toshiaki Yamaguchi, a lawyer with expertise in governance (corporate governance).
In May 2022, YFO made a formal proposal to take Toyo private by a takeover bid at 1,000 yen per share, but it has not been able to proceed with the take-private due to the lack of consent from Toyo’s Board. In January 2023, YFO announced its intent to oppose the re-election of President Kyoji Takesawa, Representative Director Takahiro Yabushita, and Director Mamoru Sato, as directors at Toyo’s annual shareholders meeting in June 2023, since Toyo has failed to sincerely consider YFO’s acquisition proposal.
Considering Toyo’s failure to seriously consider the acquisition proposal problematic, YFO has also requested the convening of an extraordinary shareholders meeting to appoint an investigator to investigate Toyo’s governance problems. However, Toyo has refused to convene the extraordinary shareholders meeting, claiming that YFO’s request was an abuse of shareholder’s rights. The conflict between the two companies is deepening.
Going forward, the focus will be whether Toyo will accept some of the candidates proposed by YFO’s shareholder proposal, or oppose all of them.