TOKYO (Reuters) – Japan’s Commerce Ministry on Friday denied that its officials had ordered an adviser to contact Toshiba Corp shareholders as part of a plan to pressure them into supporting management during the a key vote on the composition of the board of directors.
An explosive shareholder-ordered investigation released Thursday found that Toshiba management and the government had agreed to rely on foreign investors to comply with management’s wishes.
Among its findings, the investigators’ report states that the Commerce Department did in fact ask a government adviser, described as Mr. M, to negotiate with the Harvard University endowment fund to change his voting behavior.
Ministry officials informed me that it is not true that a request was made to engage with individual investors, Commerce Minister Hiroshi Kajiyama said during a regular press briefing.
He added that the ministry was awaiting Toshibas’ response to the report.
Sources previously told Reuters that Hiromichi Mizuno, an advisor to the ministry at the time, told the Harvard fund that it could be the subject of a regulatory investigation if the fund does not follow management’s recommendations during the last year’s annual general meeting.
Mizuno, a Tesla Inc board member and friend of Elon Musk, previously oversaw Japan’s $ 1.4 trillion government pension fund and is currently the United Nations Special Envoy for the innovative finance and sustainable investment.
He did not immediately respond to a request for comment.
The independent investigation revealed that Toshiba had devised a plan to effectively prevent shareholders from exercising their rights by exerting undue influence over Effissimo Capital Management, Toshibas’ largest shareholder, to remove its candidates for the board of directors.
The report also states that the plan was to pressure another fund, 3D Investment Partners, in addition to the Harvard fund to change their votes and that Prime Minister Yoshihide Suga verbally encouraged pressure on shareholders when he was secretary in chief of staff in a meeting with a senior Toshiba official. executive last year.
Suga, who left Japan yesterday for a meeting of G7 leaders in Britain, denied the allegation.
The report runs counter to efforts by Japan’s finance ministry to improve corporate governance and attract foreign investment, and comes as the country tries to rebuild its international reputation ahead of the 2020 Olympic Games in Tokyo on next month.
As one of the industrial conglomerates that modernized Japan and contributed to its economic recovery after World War II, Toshiba maintains close ties with the government. Its nuclear reactors and defense equipment business mean it is also closely watched by industry bureaucrats.
In 2017, however, battered by accounting scandals and massive write-downs on its nuclear reactor business in the United States, Toshiba had to quickly seek a large injection of capital from foreign investors.
As a result, activist investors are estimated to represent 25% of Toshibas shareholding.
Toshibas shares were down 1.3% early in the afternoon while the Nikkei 225 index was flat.
Reporting by Makiko Yamazaki; Daiki Iga Supplementary Reports; Writing by Tim Kelly; Editing by Edwina Gibbs
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