Shareholder-appointed independent investigators conclude that Toshiba’s 2020 AGM was not conducted in a fair manner.
Effissimo views the current Board to be ineffective.
Better governance and compliance will enhance long-term value at Toshiba.
Effissimo will continue to engage constructively with Toshiba.
SINGAPORE -- (BUSINESS WIRE) --
The Investigators’ Report (the “Report”), issued on 10 June 2021, provides a point of closure on open questions that emerged following the 2020 Annual General Meeting (“AGM”) regarding voting irregularities and shareholder pressure.
The Report provides a detailed independent account of the events, concludes that the 2020 AGM was not conducted in a fair manner, and gives sobering insight into dysfunctional corporate governance. A shareholder’s right to vote is the most fundamental right conferred by stock ownership, and the fair and impartial operation of a general meeting of shareholders, the venue at which this right is exercised, is the foundation on which a joint-stock company rest. We are alarmed that the Report has brought to light that this foundation has likely been severely compromised at Toshiba.
Meanwhile, the Nomination Committee’s recent decision to remove only two of the three incumbent Audit Committee members serves as a reminder that it is unwilling to hold the Board members accountable. This latest reactive move does nothing more but add to the list of unresolved governance and compliance shortcomings at Toshiba that its Board continues to not remedy. Therefore, we view the current Board to be ineffective.
We have been firm in the belief that good governance and strong compliance will enhance long-term corporate value at Toshiba and for its stakeholders. This was, and remains, the premise of our investment in Toshiba. As per our stewardship responsibility, we will continue to engage constructively with Toshiba to promote better governance and compliance and continue to hold the Board members accountable when necessary.
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