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 180th 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.
Forward-Looking Statements
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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