Four senior Toshiba executives, including two board members, were forced from their posts after a heated four-hour emergency meeting on Sunday.
The meeting, which is pushing one of Japan’s most famous industrial names into a deeper governance crisis, followed last week’s publication damn report The company colluded with the government to suppress activist investors.
The Independent report of 147 pagesCompiled by outside lawyers, it stems from an unprecedented shareholder revolt and provides clear details of the “dark arts” campaign organized by Toshiba and officials from the Ministry of Economy, Trade and Industry (METI). The report also claims that the campaign was conducted by the then Cabinet Secretary – now Prime Minister – Yoshide Suga, an allegation he denied.
The contents of the report terrified many Toshiba board members. In a joint statement Friday, four non-executive directors said management and the board had taken actions that were “unacceptable and directly inconsistent with our shareholders’ interests.” In a rare act of rebellion, they said they no longer support the full list of board member candidates nominated by Toshiba for the annual shareholder meeting on June 25.
On Sunday, the same four board members issued a statement They say they are happy to note that “at the direction of the president [Osamu] Nagayama Toshiba today announced a number of significant changes.”
Despite this, several of Toshiba’s largest shareholders have said privately that they believe the situation calls for the resignation of the chairman – a position that may gain momentum as investors consider a vote against the reappointment of Nagayama and other directors across the Toshiba AGM board.
Among the four CEOs fired from Toshiba is the chairman and second member of the audit committee who earlier misled the board into concluding that there was nothing wrong with the company’s 2020 annual shareholder meeting. According to people close to the situation, the board meeting discussed On Sunday, whether all audit committee members must have, at a minimum, a Certified Practitioner Accountant (CPA) qualification.
Masaharu Kamo and Masayasu Toyohara were among the four chief executives forced to step down prominently in the report. Both executives dealt directly with the ministry: according to investigators, Toyohara asked the government to “beat up” its most troublesome shareholders.
Camu, who was boiled From McKinsey just last year, he was also seen as a key executive behind the group’s turnaround plan in the wake of an accounting and financial crisis.
The report focused on Toshiba’s 2020 AGM, where the company’s largest investor led an effort to vote on then-CEO Nobuaki Kurumatani. He narrowly escaped that vote, but through a process that the independent report concluded “was not done fairly.”
Kurumatani resigned in April, prompting investors to focus on the board’s promise to appoint a Strategic Review Committee (SRC) to guide the company through its crisis. Two of its biggest investors told the Financial Times that one of the committee’s most pressing tasks will be to assess the company’s potential bids from private equity firms after a failed $20 billion takeover bid from CVC.
Despite intense multiple calls from both independent board members and investors for Toshiba to name SRC members on Sunday, people close to the situation said that has not yet happened.
in the first official statement Since the independent report was published, Toshiba said on Sunday that it will take action to determine the root cause of issues related to the 2020 AGM.
“We will clarify responsibilities, take appropriate measures to prevent recurrence, and use this experience to enhance transparency in our management,” Toshiba’s statement said.