Latest news with #AuditandSupervisoryCommittee
Business Wire
2 days ago
- Business
- Business Wire
Hibiki Path Advisors Finalized Its Policy to Oppose ① the Proposed Transition to a Company With an Audit and Supervisory Committee and ② the Election of Certain Director Candidates for the 54 th Annual General Meeting of JAPAN PURE CHEMICAL CO., LTD.
TOKYO--(BUSINESS WIRE)--Hibiki Path Advisors ('we' or 'us') has decided its policy on (Item 1) the proposed transition to a company with an Audit and Supervisory Committee through an amendment of Articles of Incorporation and (Items 2, 3 and 4) the election of directors, in relation to the 54th Annual General Meeting of Shareholders ('AGM') of JAPAN PURE CHEMICAL CO., LTD. (TSE Code: 4973) ('the Company', 'JPC'), scheduled on June 20, 2025. We outlined our policy as a "plan" in the statement of purpose on June 1 (hereinafter, the "Statement"). Since then, we have made persistent and good-faith efforts to engage with JPC. However, due to JPC's continued inaction and lack of meaningful response following the publication of the Statement, we hereby formally confirm that our policy has now been finalized, fully consistent with the content in the Statement. For the detailed rationale behind our planned policy on each proposal in the Statement— please refer to the Statement at the following link: " Regarding the Campaign as the largest Shareholder of JAPAN PURE CHEMICAL CO., LTD." First, we oppose (Item 1) the proposed transition to a company with an Audit and Supervisory Committee through an amendment of Articles of Incorporation. We have serious concern that the transition to a company with an Audit and Supervisory Committee is purely ceremonial, given that the outside directors are predominantly composed of individuals from a specific corporate group, making meaningful oversight unlikely. Furthermore, the proposed expansion to a ten-member Board, representing nearly 20% of the Company's total workforce, will not only risk further slowing down the decision-making process, but also unintentionally lead to a deterioration in the overall corporate governance quality. We are deeply concerned that this transition would effectively grant even greater authority over critical business execution to the current internal executive team despite their ongoing failure to implement fundamental reforms to resolve key management issues. Furthermore, by diluting important authority such as the individual right to conduct audits, the proposal would further erode the effectiveness of auditors (Members of the Audit and Supervisory Committee). As JPC's sole largest shareholder, we find this proposal unacceptable. While our opinion differs from that of Institutional Shareholder Services ('ISS'), it is important to recognize that ISS's analysis is based on uniform, standardized criteria. In our view, given the specific issues surrounding JPC, the proposed transition will not necessarily result in the governance improvements that are expected in more general circumstances. We strongly encourage all shareholders to read our recent Statement related to ISS recommendations carefully and to make a considered, independent decision (7/Jun/2025 – ISS Endorses Hibiki's Shareholder Proposals to JAPAN PURE CHEMICAL CO., LTD.). Second, with respect to (Items 2, 3, and 4) the election of directors, we declare our support exclusively for the reappointment of President and Representative Director Tomoyuki Kojima (Item 2.1) and Outside Director Momoe Kuromatsu (Item 2.6). We oppose the appointments of all other Directors (Items 2, 3, and 4) (including alternates), especially the reappointment of Director and Honorary Advisor Masao Watanabe (Item 2.3). Our rationale is summarized in Figure 1 below. Figure 1: List of the candidate of directors etc. Although our view differs from the ISS's recommendation, our voting decisions on each candidate are determined independently based on a thorough assessment of the Company after years of direct engagement. We strongly believe that the responsibility for the 'capital misallocation' cited by ISS for opposing the reappointment of President and Representative Director Tomoyuki Kojima actually lies with Director and Honorary Advisor Masao Watanabe instead as he had led JPC as a Representative Director for more than 20 years but completely failed to address this issue. In our view, it is essential that Director and Honorary Advisor Watanabe, who has held a dominant leadership position for approximately 25 years to step down from the Board for JPC to undertake bold reforms and enhance corporate value. At the same time, we believe that the structure of the Board of Directors, which has long been composed of members continuously appointed from a limited group of backgrounds, must be fundamentally restructured. Based on the same logic mentioned above, we hereby firmly make it clear that fundamental capital allocation reforms 'within his one-year term' to be our definitive condition in supporting Representative Director Tomoyuki Kojima's re-election for another year. If only the two Directors for whom we supported reappointment are elected at this AGM, JPC will no longer meet the statutory minimum number of Directors required under the Companies Act for a company with a Board of Directors. In that case, as the largest shareholder engaging JPC for many years, we express our strong commitment to collaborate closely with President and Representative Director Tomoyuki Kojima and Outside Director Momoe Kuromatsu to identify and endorse director candidates who will genuinely drive the enhancement of JPC's corporate value. We earnestly expect that such candidates will be proposed at the Extraordinary General Meeting of Shareholders. This is to establish a unified corporate structure where the management, shareholders, and employees are synergized to decisively address and overcome the significant challenges that the Company is currently facing. Lastly, as JPC's largest shareholder, we had earnestly requested the voluntary disclosure of the Board of Directors' rules and meeting minutes. We had also requested meetings with all director candidates individually (excluding alternates). We think this is essential for anyone to determine if the proposed transition to a company with an Audit and Supervisory Committee and the appointment of Directors make sense. However, these requests were flatly turned down, and instead the Company proposed a meeting with only three individuals (President and Representative Director Tomoyuki Kojima, Senior Director Motoki Watanabe, and Mr. Yasutoshi Ohata, Chair of the Nomination and Remuneration Committee) which was finally held on 5 th June 2025. In the meeting, we asked focused questions to the three individuals and have thoughtfully assessed their answers internally. However, we have reached the conclusion that the aforementioned fundamental concerns and risks remain unaddressed, as they failed to provide satisfactory explanations regarding the essential rationale for increasing the number of directors while retaining all existing directors and auditors, as well as the necessity and timing of the transition to the Audit and Supervisory Committee system. Once again, we respectfully urge all shareholders to consider supporting our proposals (Items 10, 11, 12, and 13) which are directed to enhancing and maximizing the collective interests of all shareholders. We also request that you as a valuable shareholder exercise shareholder rights (voting rights) for (Item1) amendments to the Articles of Incorporation for the transition to a company with an Audit and Supervisory Committee, and (Items 2, 3, and 4) the election of directors, together with our shareholder proposals, based on your own careful and rational judgment in terms of whether these measures genuinely contribute to the enhancement of the Company's corporate value. As mentioned earlier, we have made it clear that fundamental capital allocation reforms 'within his one-year term' to be our condition in supporting Representative Director Tomoyuki Kojima's re-election for another year. Mr. Kojima should fully acknowledge the clear and persistent challenges concerning capital efficiency of JPC, as correctly pointed out by ISS based on its two consecutive years of endorsing our shareholder proposals related to the matter, and implement long awaited fundamental reforms in capital allocation, completely overwriting the time frame and level that is written in its medium-term plan. *At the time of this release, we remain committed to continuing our dialogue with the Company. Although the progress of discussions so far indicates that a change is unlikely, if any new information gained through ongoing engagement causes us to revise our decision, we will disclose the changes along with the reasons for them. Sincerely yours, Note: This post does not constitute a solicitation for an offer to acquire or recommend the purchase or sale of specific securities, or advice on investment, legal, tax, accounting, or any other matters. In the event of any discrepancy or conflict between the English and Japanese versions, unless otherwise noted, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.
Associated Press
29-05-2025
- Business
- Associated Press
Nidec Announces in Relation to Disclosure Information Regarding Consolidated Financial Statements
KYOTO, Japan--(BUSINESS WIRE)--May 29, 2025-- Nidec Corporation hereby announces that at the Board of Directors meeting held today, it was resolved to post the contents of the attachment on its Internet website (address: ). The audits of overseas subsidiaries are taking time, and we have not yet received the accounting auditor's report on the consolidated financial statements. The accounting auditor's report on the consolidated financial statements is currently being prepared in time for the 52nd Annual General Meeting of Shareholders, scheduled to be held on June 20, 2025, but is yet to be determined. We will notify you as soon as we receive it. (Attachment) To our shareholders Disclosure information regarding consolidated financial statements We would like to express our sincere gratitude to our shareholders for their ongoing support and encouragement. Our 52nd business report, financial statements, and consolidated financial statements have already been submitted to the Audit and Supervisory Committee and the accounting auditor. However, due to the time required for the audits of our overseas subsidiaries, we have not yet received the accounting auditor's audit report on the consolidated financial statements. We have already sent the materials for the 52nd Annual General Meeting of Shareholders to shareholders who have requested to receive them in writing. These materials include the accounting auditor's audit report on the consolidated financial statements and the audit report of the Audit and Supervisory Committee, the contents of which are subject to receipt of the accounting auditor's audit report. These audit reports were prepared and sent in anticipation of receiving the accounting auditor's audit report on the consolidated financial statements. However, as stated above, we have not yet received the accounting auditor's audit report on the consolidated financial statements at this time. In this regard, the audit reports of the Audit and Supervisory Committee, which are based on the assumption that the audit report of the accounting auditor on the consolidated financial statements has not yet been received at this time, are posted on the websites listed in the notice of the meeting. In addition, once the accounting auditor's audit report on the consolidated financial statements has been received and the Audit and Supervisory Committee's audit based on said audit report has been completed, the Audit and Supervisory Committee's audit report and the accounting auditor's audit report on the consolidated financial statements will be posted on the website. Furthermore, based on the results of the accounting audits conducted by the accounting auditors for the consolidated financial statements, if any corrections are made to the information to be disclosed in the consolidated financial statements going forward, we will take measures such as promptly posting such corrections on our website (address: ). We would appreciate your understanding and cooperation in this matter. May 29, 2025 Mitsuya Kishida Representative Director and President NIDEC Corporation View source version on CONTACT: Teruaki Urago General Manager Investor Relations +81-75-935-6140 [email protected] KEYWORD: JAPAN ASIA PACIFIC INDUSTRY KEYWORD: ACCOUNTING MACHINERY PROFESSIONAL SERVICES HARDWARE MACHINE TOOLS, METALWORKING & METALLURGY ROBOTICS TECHNOLOGY PUBLIC RELATIONS/INVESTOR RELATIONS ENGINEERING COMMUNICATIONS FINANCE MANUFACTURING SOURCE: Nidec Corporation Copyright Business Wire 2025. PUB: 05/29/2025 07:27 AM/DISC: 05/29/2025 07:26 AM
Business Wire
29-05-2025
- Business
- Business Wire
Nidec Announces in Relation to Disclosure Information Regarding Consolidated Financial Statements
KYOTO, Japan--(BUSINESS WIRE)--Nidec Corporation hereby announces that at the Board of Directors meeting held today, it was resolved to post the contents of the attachment on its Internet website (address: The audits of overseas subsidiaries are taking time, and we have not yet received the accounting auditor's report on the consolidated financial statements. The accounting auditor's report on the consolidated financial statements is currently being prepared in time for the 52nd Annual General Meeting of Shareholders, scheduled to be held on June 20, 2025, but is yet to be determined. We will notify you as soon as we receive it. (Attachment) To our shareholders Disclosure information regarding consolidated financial statements We would like to express our sincere gratitude to our shareholders for their ongoing support and encouragement. Our 52nd business report, financial statements, and consolidated financial statements have already been submitted to the Audit and Supervisory Committee and the accounting auditor. However, due to the time required for the audits of our overseas subsidiaries, we have not yet received the accounting auditor's audit report on the consolidated financial statements. We have already sent the materials for the 52nd Annual General Meeting of Shareholders to shareholders who have requested to receive them in writing. These materials include the accounting auditor's audit report on the consolidated financial statements and the audit report of the Audit and Supervisory Committee, the contents of which are subject to receipt of the accounting auditor's audit report. These audit reports were prepared and sent in anticipation of receiving the accounting auditor's audit report on the consolidated financial statements. However, as stated above, we have not yet received the accounting auditor's audit report on the consolidated financial statements at this time. In this regard, the audit reports of the Audit and Supervisory Committee, which are based on the assumption that the audit report of the accounting auditor on the consolidated financial statements has not yet been received at this time, are posted on the websites listed in the notice of the meeting. In addition, once the accounting auditor's audit report on the consolidated financial statements has been received and the Audit and Supervisory Committee's audit based on said audit report has been completed, the Audit and Supervisory Committee's audit report and the accounting auditor's audit report on the consolidated financial statements will be posted on the website. Furthermore, based on the results of the accounting audits conducted by the accounting auditors for the consolidated financial statements, if any corrections are made to the information to be disclosed in the consolidated financial statements going forward, we will take measures such as promptly posting such corrections on our website (address: We would appreciate your understanding and cooperation in this matter. Representative Director and President NIDEC Corporation
Yahoo
05-03-2025
- Business
- Yahoo
3D Investment Partners Responds to Sapporo's Latest, Inadequate and Incomplete Statement
Highlights Sapporo's Unaddressed Governance Deficiencies and Lack of Commitment to Maximizing Corporate Value Encourages Shareholders to Appoint Mr. Paul Brough as a Director who is a Member of the Audit and Supervisory Committee at the Company's Upcoming Annual General Meeting to Enhance Board Oversight TOKYO, March 05, 2025--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd., the asset management company of 3D OPPORTUNITY MASTER FUND (collectively referred to as "3D," "we" or "our"), today released a supplemental presentation in response to a presentation released on February 28, 2025 (the "February 28 Presentation") by Sapporo Holdings Limited ("Sapporo" or "the Company") (2501.T) in connection with the Company's 101st Annual General Meeting of Shareholders (the "AGM"), scheduled to be held on March 28, 2025. Sapporo's February 28 Presentation failed to allay our concerns about Sapporo's governance, Board composition, commitment to maximize the proceeds of its Real Estate business, or lack of capital discipline needed to deploy the proceeds from the divestiture of the Real Estate business in an optimal manner. Our presentation is available at: Our Engagement with Sapporo 3D is Sapporo's largest shareholder, holding approximately 19% of its outstanding shares. For nearly three years, we have sought to engage constructively with the Company's Board of Directors (the "Board") and its executives to improve governance and oversight and enhance corporate value. Our engagement has had a meaningfully positive impact on the strategic direction and plan to divest its Real Estate business, which resulted in Sapporo's share price outperforming compared to its competitors and the market. We are supportive of Sapporo's efforts to focus on its core Alcoholic Beverages business and divest most of its real estate assets. However, Sapporo has the lowest profit margin and ROE of all listed beer companies in the world, and it has also recorded impairment losses on all of its major overseas alcoholic business acquisitions. Furthermore, it has never achieved its sales and operating profit targets including the final year of its mid-term management plan for the past 19 years. Considering the above, we are deeply concerned that the strategic review process that is underway to introduce external capital into the Real Estate business is not designed to maximize corporate value. Furthermore, given Sapporo's stated policy to deploy the proceeds for large-scale investments in the beer business, we are deeply concerned that, without more effective oversight and enhanced capital discipline, the Company may repeat the capital allocation mistakes of the past and once again incur significant impairment losses. Concerns Regarding Sapporo's February 28 Presentation The Company's February 28 Presentation did not address these concerns. Not once in its 35-page presentation, or any of its prior communications, has Sapporo pledged to maximize the proceeds from the divestiture of Sapporo's Real Estate business. In our view, such a clear affirmation is a prerequisite for an effective process therefor and entirely consistent with the Board's fiduciary duties. Such a commitment should not be controversial. The fact that the Board is unwilling to make this simple commitment illustrates why improved oversight is urgently needed to avoid making such process arbitrary. In the February 28 Presentation, Sapporo touts the number of meetings held by the Audit and Supervisory Committee and the proportion of independent outside directors on the Board as supposed evidence of "strengthened" corporate governance. In our view, however, the effectiveness of a governance system should be judged by the outcomes it generates. Despite Sapporo's claims that the current Board is optimal for improving corporate value and shareholder interests, we believe the Company's shortcomings – a suboptimal business configuration; the lowest profit margin and ROE in the world in the Company's core Alcoholic Beverages business; and a track record of value-destructive acquisitions – reflect inadequate oversight that has impaired Sapporo's corporate value. At least, Sapporo's shareholders have never benefited from the Board that Sapporo has evaluated as "optimal". We find it telling that, in the Company's February 28 Presentation, the Company did not dispute the fact that: Although the chairperson of the Audit and Supervisory Committee is required to be highly independent, it is chaired by Mr. Miyaishi, who is a former executive of Sapporo Breweries rather than an independent outside director; Mr. Miyaishi, the Chair of the Audit and Supervisory Committee, as a director of Sapporo Breweries, was directly involved in the failed acquisitions of Anchor Brewing and Stone Brewing, that have respectively led to entire or considerable impairment losses, which means he lacks the independence as a member of the Audit and Supervisory Committee; and Mr. Miyaishi, the Chair of the Audit and Supervisory Committee lacks financial and accounting expertise, has no experience in real estate or selling business assets, and has never served in a role overseeing capital allocation, which means he lacks the expertise required for accounting and operational audits. Our Proposal: Strengthening the Audit and Supervisory Committee to Enhance Board Oversight We believe it is essential for the Audit and Supervisory Committee to be comprised of independent directors with expertise in accounting standards, financial management, auditing, M&A, capital allocation and real estate. Only then will the Audit and Supervisory Committee be positioned to effectively evaluate the reasonableness of Sapporo's business strategies and transactions such as maximizing the proceeds from divesting the Real Estate business and optimally allotting its proceeds and prevent failures in judgment which is important and irreversible. We are seeking to appoint Mr. Paul Brough as an outside director who is a member of the Audit and Supervisory Committee. Mr. Brough is extremely well qualified for the role, given his extensive knowledge of accounting, real estate, business development and restructuring, M&A, asset sales and capital allocation. However, in the February 28 Presentation, Sapporo seeks to justify its opposition to Mr. Brough's appointment by making false and misleading claims regarding his independence and expertise. To be clear: Mr. Brough is entirely independent of 3D. Mr. Brough is not an employee of 3D, and 3D has never nominated or recommended him for any other public company board. Mr. Brough has no involvement in 3D's operations, investments, or decision-making, nor does he participate in IR activities for investors. Mr. Brough intends to terminate his advisory agreement with 3D if he is appointed as an outside director of Sapporo. Mr. Brough is independent by the standards of the Tokyo Stock Exchange and Sapporo's publicly disclosed guidelines. Mr. Brough possesses valuable expertise that would augment the Board. Sapporo acknowledges that Mr. Brough's core skill is financial accounting, but his core skill extends far beyond it. Mr. Brough is an experienced public company director and turnaround expert. He has been involved as an advisor and as a director in many restructurings, strategic review processes, asset sales, acquisitions, take-private transactions and real estate businesses. He has a proven track record of working collaboratively with his fellow directors in complex and sensitive situations, including at companies like Toshiba Corporation during its strategic review process and Noble Group Holdings limited during its restructuring. He is well-versed in M&A, shareholder engagement and corporate governance and, in our estimation, has more experience in these areas than any of Sapporo's incumbent directors. Conclusion We encourage our fellow shareholders to review today's presentation and the other materials we have prepared highlighting the case for strengthening the Audit and Supervisory Committee to enhance Board oversight at Sapporo and to vote in favor of our proposal to appoint Mr. Brough as an outside director who is a member of the Audit and Supervisory Committee at the Company's upcoming AGM. About 3D Investment Partners Pte. Ltd. 3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with managements who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns. Disclaimer This press release is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice. 3D Investment Partners Pte. Ltd. and its affiliates and their related persons ("3DIP") believe that the current market price of Sapporo does not reflect its intrinsic value. 3DIP acquired beneficially and/or economic interests based on its own idea that Sapporo securities have been undervalued and provides attractive investment opportunity and may in the future beneficially own and/or have an economic interest in, Sapporo securities. 3DIP intends to review its investments in Sapporo on a continuing basis and, depending upon various factors including, without limitation, Sapporo's financial position and strategic direction, the outcome of any discussions with Sapporo, overall market conditions, other investment opportunities available to 3DIP, and the availability of Sapporo securities at prices that would make the purchase or sale of Sapporo securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including the investment in Sapporo securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes. 3DIP provides no representation or warranty, either expressed or implied, in relation to the accuracy, completeness, or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss howsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise howsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in this press release. 3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or receiving any power or permission to represent other shareholders in relation to the exercise of their voting rights, and has no intention to solicit, encourage, induce or require any person to cause other shareholders to represent such voting rights. 3DIP does not have the intention to make a proposal, directly or through other shareholders of Sapporo, to transfer or abolish the business or assets of Sapporo and/or Sapporo group companies at the general shareholders meeting of Sapporo. 3DIP does not have the intention and purpose to engage in any conduct which constricts the continuing and stable implementation of business of Sapporo and/or Sapporo Holdings group companies. This press release may include content or quotes from news coverage or other third-party public sources ("Third-Party Materials"). Permission to quote from Third-Party Materials in this press release may neither have been sought nor obtained. The content of the Third-Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third-Party Materials are independent of, and may have different views to 3DIP. The quoting Third-Party Materials in this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third-Party Materials or that any of the authors or publishers of the Third-Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third-Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues. In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appear in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated. View source version on Contacts KRIK (PR Agent)Koshida: +81-70-8793-3990Sugiyama: +81-70-8793-3989
