On May 16, 2025, Fuji Media Holdings Inc. received a shareholder proposal from Nippon Active Value Fund plc regarding the election of 12 directors who are not audit and supervisory committee members at the upcoming 84th Ordinary General Meeting of Shareholders scheduled for June 25, 2025. The Board of Directors, after deliberation and recommendations from the Management Advisory Committee, unanimously resolved to oppose the proposal. The Board emphasized that it has already implemented significant governance reforms in response to recent incidents at Fuji Television, including the establishment of a "Reform Action Plan" and the formation of a new "Group Human Rights Committee." The Board believes that the candidates proposed by the company are optimal for its growth strategy and governance structure.
The proposed candidates by Nippon Active Value Fund plc include Yoshitaka Kitao, Kenji Kitaya, Kotaro Okamura, Shinsuke Tsutsumi, Naoko Sakano, Minoru Kikuoka, Jun Fukuda, Emi Matsushima, Takami Kondo, Kazutaka Mizuochi, Kei Tanaka, and Masumi Nishida. In contrast, the candidates proposed by Fuji Media Holdings Inc. include Kenji Shimizu (current President and CEO), Nobuko Wakao, Takashi Sawada, Tsutomu Horiuchi, Atsushi Yanagi, Masahiko Inada, Tsutomu Horiuchi, Emi Matsushima, Kazutaka Mizuochi, Kei Tanaka, and Masumi Nishida. The Board expressed respect for the shareholder nominees but concluded that increasing the number of directors would not be appropriate.
The company aims to maintain a compact board to ensure effective decision-making and has committed to further reforms to improve governance and compliance. The Board's opposition to the shareholder proposal is based on the belief that the current candidates are better suited to lead the company through its transformation into a content-focused business model.
