Toshiba Nominates 12 Directors, Including Seven New Independent Directors, for Election to Board of Directors
TOKYO--(BUSINESS WIRE)--May 13, 2019--Toshiba Corporation (TOKYO: 6502) today announced that it has nominated 12 Director candidates, including seven new Independent Director candidates, for election to its Board of Directors at the Company’s Ordinary General Meeting of Shareholders for the 180 th Fiscal Period, to be held on June 26, 2019.
The new Toshiba Board would include five international Directors, among them the first non-Japanese directors to sit on Toshiba’s Board in nearly 80 years. The new Board would also increase the number of Independent Directors to ten from seven.
Toshiba believes that it’s critical that the new Board members focus on portfolio management, capital allocation and Toshiba’s business transformation. Toshiba expects the new Directors to bring the Board further diversity that will help to drive sustainable growth and increased shareholder value over the mid- to long-term, including deep knowledge and experience in international business, corporate portfolio management, business transformation and M&A, and expertise in capital markets and capital allocation. This experience and expertise will benefit Toshiba shareholders as the Board continues the successful oversight and implementation of the Toshiba Next Plan—a five-year road map for corporate transformation designed to create long-term, sustainable shareholder value.
The company’s full slate of 12 Director candidates are as follows:
Newly Nominated Director Candidates
- Paul J. Brough, Executive Chairman of Noble Group Ltd., Independent Non-Executive Director of GL Ltd. and Vitasoy International Holdings Ltd.
- Ayako Hirota Weissman, Senior Vice President, Director of Asia Strategy and Senior Portfolio Manager at Horizon Kinetics LLC (formerly known as Horizon Asset Management LLC), Independent Outside Director at SBI Holdings, Inc.
- Jerry Black, Senior Advisor of Aeon Co., Ltd.
- George Raymond Zage III, Founder and Chief Executive Officer of Tiga Investments Pte Ltd.
- Nobuyuki Kobayashi, Certified Public Accountant, Former Representative Partner and President of Crowe Toyo & Co., Founder and CEO of Eishin Partners Co., Ltd.
- Takashi Yamauchi, Audit and Supervisory Board Member of Mitsui & Co., Ltd.
- Yoshiaki Fujimori, Outside Director and Chairman of Oracle Japan, Outside Director of Takeda Pharmaceutical Company Ltd. and Outside Director of Boston Scientific Corporation, former Senior Vice President of GE (U.S.), former President and CEO of LIXIL Group Corporation (formerly known as Juseikatsu Group Corporation)
Incumbent Director Candidates
- Nobuaki Kurumatani, Representative Executive Officer, Chairman and CEO of Toshiba Corporation
- Satoshi Tsunakawa, Representative Executive Officer, President and COO of Toshiba Corporation
- Yuki Furuta, Independent Director of Toshiba Corporation; registered attorney at law; and former Justice of Supreme Court of Japan
- Yoshimitsu Kobayashi, Independent Director of Toshiba Corporation; Chairman of Mitsubishi Chemical Holdings Corporation; former Director and President and CEO of Mitsubishi Chemical Holdings Corporation and its subsidiary Mitsubishi Chemical Corporation; former Chairman, Japan Association of Corporate Executives
- Junji Ota, Independent Director of Toshiba Corporation; Vice Chairman of Japan Securities Dealers Association; and Chair (Public Governor) of Self-Regulation Board, Japan Securities Dealers Association
The seven new nominees would replace current Directors Shinichiro Akiba, Masayoshi Hirata, Naoya Sakurai, Teruko Noda, Koichi Ikeda, Ryoji Sato and Mami Taniguchi. Mr. Akiba, Mr. Hirata and Mr. Sakurai will remain engaged in Toshiba’s business operations as executive officers.
Of the seven new nominees, Mr. Brough, Ms. Weissman, Mr. Black, Mr. Zage and Mr. Fujimori would bring the board valuable international perspective based on their experience as senior leaders in corporations based outside of Japan. Mr. Brough, Ms. Weissman, Mr. Black and Mr. Zage are from countries outside of Japan.
Toshiba is grateful to its shareholders including its three largest shareholders, Effissimo Capital Management, Farallon Capital Management and King Street Capital Management, and others (“Toshiba Shareholders”) who through separate constructive discussions provided their time, expertise and thoughtful participation to help Toshiba identify the ideal composition of the Board of Directors to drive Toshiba’s long-term growth and success through the Toshiba Next Plan.
Toshiba would also like to express gratitude to Ms. Noda, Mr. Ikeda, Mr. Sato and Ms. Taniguchi for their dedication and service to Toshiba Shareholders and Toshiba. Toshiba appreciates all that they have done for the Company.
Toshiba will present its recommendation regarding Director Nominees in the Company’s Convocation Notice and related materials, to be made available to all shareholders eligible to vote at the Ordinary General Meeting of Shareholders. Toshiba shareholders are not required to take any action at this time.
Newly Nominated Director Candidates
About Paul J. Brough
Mr. Brough currently serves as Executive Chairman of Noble Group Ltd., an SGX-listed company that manages a portfolio of global supply chains across a range of industrial and energy products. He is credited with bringing Noble back from the brink of collapse by orchestrating its $3.5 billion debt restructuring in 2018. Mr. Brough also currently serves as an Independent Non-Executive Director of GL Ltd., an SGX-listed investment holding company, and Vitasoy International Holdings Ltd., a Hong Kong-listed beverage company. With over 25 years of experience as a restructuring specialist, Mr. Brough worked on the liquidation of Lehman Brothers’ assets in Asia in 2008, as the Chief Restructuring Officer of Sino-Forest Corp in 2012 after its $4 billion collapse in 2011, and as the Executive Director and Chief Restructuring Officer of China Fishery Group in 2016. Prior to his roles in restructuring, Mr. Brough spent 29 years at KPMG where he served as Asia Pacific Head of KPMG’s Financial Advisory Services, Member of the Global Advisory Steering Group and Regional Senior Partner of KPMG Hong Kong. Mr. Brough is an Associate of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Hong Kong Securities and Investment Institute.
About Ayako Hirota Weissman
Ms. Weissman has over 30 years of investment experience and success, having served in various roles at multiple asset management firms. Ms. Weissman currently serves as Senior Vice President, Director of Asia Strategy and Senior Portfolio Manager at Horizon Kinetics LLC (formerly known as Horizon Asset Management LLC), a New York-based, independently owned and operated investment adviser. Previously, Ms. Weissman was Founder and Chief Investment Officer of AS Hirota Capital Management, LLC. Ms. Weissman also has extensive Japanese experience having served as a Portfolio Manager specializing in Japanese securities for Kingdon Capital Management, LLC, a New York-based hedge fund, and as a Partner and Portfolio Manager of Feirstein Hirota Japan Partners, a Japanese long/short hedge fund. Prior to that, Ms. Weissman was a Managing Director and Senior Portfolio manager at Salomon Smith Barney Asset Management in the U.S. value equity group where she was a founding member of the large cap value equity group, with responsibility for approximately $2 billion in assets. She began her career as a securities analyst covering global technology and consumer sectors at Equitable Capital Management. Ms. Weissman currently serves as an Independent Outside Director at SBI Holdings, Inc., a role she has held since June 26, 2015. Ms. Weissman is also a CFA charterholder.
About Jerry Black
Mr. Black has over three decades of experience in managing and advising major international businesses, with proven expertise in business transformations, operational execution, supply chain management and mergers and acquisitions. Mr. Black currently serves as Senior Advisor of Aeon Co., Ltd (“Aeon”), the largest retailer in Asia and Japan’s largest shopping mall developer and operator. He also previously served as Chairman of Aeon Entertainment, Aeon’s movie and content distribution company, which is the second largest cinema business in Japan. Mr. Black became Aeon’s first-ever non-Japanese executive in 2009, when he was named Chief Strategy Officer, Chief Information Officer and Chief Executive Officer of the company’s ASEAN Division and tasked with building the company’s business overseas. He has served in a number of senior executive positions at the company, including as Group Vice President, Deputy President of Aeon Retail and Group Director of International Affairs, Chief Digital Officer, and Senior EVP responsible for Merchandising strategy, Marketing and Information Technology. Before joining Aeon, Mr. Black was the CEO of Kurt Salmon Associates, a global management consulting firm supporting companies in retail, consumer products, and health care, where he advised a wide range of Fortune 500 companies in the areas of merchandising, retail management, sourcing and supply chain management.
About George Raymond Zage III
As the Founder and Chief Executive Officer of Tiga Investments Pte Ltd., Mr. Zage has almost three decades of investing, asset management and leadership expertise, with a focus on the infrastructure, manufacturing, energy and real estate sectors across Asia. Mr. Zage is also a Senior Advisor to Farallon Capital Asia, which is responsible for investing capital in Asia on behalf of one of the largest alternative asset managers in the world. Mr. Zage has been involved in investments throughout Asia in both public and private companies across various industries including financial services, infrastructure, manufacturing, energy and real estate. Mr. Zage’s deep experience in international business, portfolio management, business transformation and M&A, as well as his expertise in capital markets and capital allocation, will be important assets as Toshiba executes its business transformation. Previously, he served as Chief Executive Officer, Managing Director and Portfolio Manager of Farallon Capital Asia Pte Ltd. Mr. Zage has a wealth of experience in the investment industry and deep knowledge of the energy sector across the Asia Pacific region. He has been a Non-Executive Director of Whitehaven Coal Limited since 2013, and has recently been appointed as a commissioner of Lippo Karawaci, one of the largest property companies in Indonesia. Prior to joining Farallon Capital Asia in 2000, Mr. Zage was a Vice President in the investment banking division of Goldman Sachs in Singapore, where he was responsible for overseeing mergers & acquisitions and corporate finance assignments for companies throughout Asia. Prior to Goldman Sachs Singapore, Mr. Zage worked in the financial institutions group at Goldman Sachs in both New York and Los Angeles, where he focused on bank mergers and acquisitions.
About Nobuyuki Kobayashi
A Certified Public Accountant with over 40 years of experience, Mr. Kobayashi has extensive expertise in accounting and auditing. He is Founder and CEO of Eishin Partners Co., Ltd., a management consulting firm. Prior to founding Eishin, Mr. Kobayashi served at ChuoAoyama PricewaterhouseCoopers for over 23 years, as Representative Partner from 1988 until 2006 and as General Manager of the Audit Department, Administrative Division, from 2000 until 2006. In 2006 Mr. Kobayashi joined audit firm Crowe Toyo & Co., where he has served as a Senior Advisor from 2017 until 2018 and previously as Representative Partner and President.
About Takashi Yamauchi
Mr. Yamauchi is the former Executive Vice President of Mitsui & Co., Ltd., one of the largest general trading companies in Japan, as well as former Chief Executive Officer of Mitsui & Co. (Asia Pacific) Pte. Ltd. As a Full-Time Audit & Supervisory Board Member at Mitsui & Co., Ltd. (since 2015), Mr. Yamauchi has expertise in auditing of wide range of businesses practices. He has over 40 years of demonstrated success in driving strong financial performance at both Japanese and international corporations. Previously, Mr. Yamauchi served in a range of senior positions for the company, including as Chief Operating Officer of the company’s Asia Pacific Business Unit, Chief Operating Officer of the company’s Transportation Logistics Business Unit, and Chief Operating Officer of the company’s Iron & Steel Products Business Unit.
About Yoshiaki Fujimori
Mr. Fujimori, having previously served as Senior Vice President of General Electric Company (U.S.) for over ten years. His career with GE spanned almost 25 years, including serving as Chairman, President and CEO of GE Japan and serving as Senior Vice President and CEO of various Asian and global business divisions. Mr. Fujimori has a deep knowledge of the electronic industry, in which Toshiba has operations, from his career in GE. Mr. Fujimori also brings significant Board and advisory experience, currently serving as Outside Director and Chairman of Oracle Corporation Japan, Outside Director of Takeda Pharmaceutical Company Ltd., Outside Director of Boston Scientific Corporation and Senior Executive Advisor for CVC Capital Partners Asia Pacific (Japan) Kabushiki Kaisha. As the former President and CEO of LIXIL Group Corporation, a Japanese manufacturer of building materials and housing equipment, Mr. Fujimori led the transformation of a legacy business into a global leader of innovative living and housing solutions. He started his career at Nissho Iwai Corporation (currently Sojitz Corporation) in 1975, where he worked for 10 years. He has also served on the Board of Trustees of Carnegie Mellon University since 2004.
Incumbent Director Candidates
About Nobuaki Kurumatani
Mr. Kurumatani has extensive leadership experience and deep financial expertise after a distinguished career in banking and finance. Mr. Kurumatani currently serves as Representative Executive Officer, Chairman and CEO of Toshiba. Since joining Toshiba in April 2018, Mr. Kurumatani has been the driving force behind Toshiba’s turnaround. He is leading the execution of the “Toshiba Next Plan,” Toshiba Group’s five-year transformation plan, refocusing the company and laying out meaningful targets to drive growth and create long-term and sustainable shareholder value, including the announced JPY700 billion share repurchase plan. Prior to Toshiba, Mr. Kurumatani served as President of private equity firm CVC Asia Pacific Japan. Before joining CVC Asia Pacific Japan, he served as Deputy President of Sumitomo Mitsui Financial Group, one of the world’s largest financial institutions, and as Director and Deputy President of Sumitomo Mitsui Banking Corporation (SMBC).
About Satoshi Tsunakawa
Mr. Tsunakawa has extensive experience in sales, business and strategic planning and played an instrumental role in the recovery of Toshiba with the sale of its Memory business and execution of a substantial capital raise through a new share offering, as well as the sale of Westinghouse-related assets. Mr. Tsunakawa also oversaw the sales of Toshiba Medical Systems Corporation (currently Canon Medial Systems Corporation), where he previously served as President and Chief Executive Officer, as well as Toshiba Lifestyle Products & Services Corporation and Toshiba Visual Solutions Corporation. In his current role, Mr. Tsunakawa is overseeing the strengthening of the Company’s financial profile, as well as the execution of the Toshiba Next Plan. Mr. Tsunakawa has been at Toshiba for over 40 years, serving in multiple roles, starting his career in the medical equipment business. Mr. Tsunakawa previously served as CEO of Toshiba from June 2016 to 2018. He has been a Director of Toshiba since 2015, and currently serves as Representative Executive Officer, President and COO of Toshiba.
About Yuki Furuta
Mr. Furuta is a lawyer with extensive legal and compliance expertise. Mr. Furuta served as a Justice of the Supreme Court of Japan from August 2005 to April 2012, and made decisions in numerous important cases concerning Japan’s Securities and Exchange Act (currently Financial Instruments and Exchange Act), Companies Act and Antimonopoly Act. Before that, as a prosecutor, Mr. Furuta, served as Deputy Prosecutor-General and Director of the Criminal Division of the Supreme Public Prosecutors Office, and was engaged in the investigation and prosecution of important criminal cases. He has also worked for over two decades for the Criminal Affairs Bureau of the Ministry of Justice, including his position as the Director-General of the Bureau. There, he was deeply involved in enactment of various anti-economic crime legislations in Japan, including those related to the Companies Act, as well as formation of international prevention of money laundering, bribery of foreign public officials, organized crime at the United Nations and other international organizations, and he has deep knowledge and experience in those areas. Mr. Furuta’s expert understanding of corporate legal affairs, dispute proceedings and investigative procedure has helped ensure Toshiba’s legal compliance and adherence to Japan’s Companies Act. Mr. Furuta has served on the Toshiba Board of Directors and as an Audit Committee member since 2015.
About Yoshimitsu Kobayashi
Mr. Kobayashi has a demonstrated history of successfully executing business transformations. As the former President of Mitsubishi Chemical Media Co., Ltd., Mr. Kobayashi oversaw the corporate reorganization of the optical disc business. He is also a former President and Chief Executive Officer Mitsubishi Chemical Holdings Corporation. During this time, he supported the reorganization and restructuring of Mitsubishi Chemical Holding’s petrochemical business; managed the integration of Mitsubishi Rayon Co., Ltd., Mitsubishi Chemical Holding’s textile (carbon fiber and water) business;; and led the company’s tender offer for and subsequent acquisition of Taiyo Nippon Sanso Corporation, a multinational industrial gas manufacturer. Mr. Kobayashi is an engineer by trade with a background in physical chemistry, bringing to the Board in-depth technological knowledge that is key to its successful oversight of Toshiba’s business. The former Chairman of Keizai Doyukai (Japan Association of Corporate Executives), Mr. Kobayashi also has deep knowledge of corporate and managerial issues typically faced by Japanese companies.
Mr. Kobayashi is currently a member of the Corporate Governance System Study Group, as well as a number of other governmental study groups focused on capital markets and effective governance, and he has deep knowledge of these subjects. Mr. Kobayashi has extensive experience as an executive manager of large Japanese corporations and brings expertise in corporate turnarounds and restructurings, as well as capital markets.
About Junji Ota
Mr. Ota has extensive experience as an executive and a member of the Audit and Supervisory Board (the corporate audit body authorized by Japan’s Company Act) of one of the world’s largest steel manufacturers. During the course of his career at Nippon Steel & Sumitomo Metal Corporation (currently, Nippon Steel Corporation) and its subsidiaries, which spanned more than 40 years, Mr. Ota served on the board of directors and as a full-time Audit and Supervisory Board member for the company, among other positions. His long tenure at Nippon Steel Corporation has also given Mr. Ota insight into the practical considerations of operating a Japanese company. Mr. Ota previously served as Chairperson of the Japan Audit & Supervisory Board Members Association, and is considered one of Japan’s pre-eminent Audit and Supervisory Board members. Having served on Toshiba’s Audit Committee for the past year on a full-time basis, Mr. Ota is well versed in the execution of the company’s business operations and strategy. As a member of the Corporate Governance System Study Group (established by the Ministry of Economy, Trade and Industry), Mr. Ota also has deep knowledge of the governance issues currently facing Japanese corporations.
This press release contains forward-looking statements concerning future plans, strategies, and the performance of Toshiba and its consolidated subsidiaries (hereinafter “Toshiba Group”). These statements are not historical facts; rather they are based on assumptions and judgements formed by the management of Toshiba Group in light of currently available information. They include items that have not been finally decided at this point and future plans that are yet to be confirmed or that require further consideration. Since Toshiba Group promotes business in various market environments in many countries and regions, its activities are subject to a number of risks and uncertainties that are, without limitation, related to economic conditions, worldwide mega-competition in the electronics business, customer demand, foreign currency exchange rates, tax rules, regulations, geopolitical risk, natural disasters and other factors. Toshiba therefore wishes to caution readers that actual results might differ from expectations. Please refer to the quarterly securities report ( shihanki houkokusho ) for the third quarter of FY2018 for detailed information on Toshiba Group’s business risk.
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PUB: 05/13/2019 01:00 AM/DISC: 05/13/2019 01:01 AM