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    6406   JP3818800009


Delayed Japan Exchange  -  01:00:00 2023-02-02 am EST
3125.00 JPY    0.00%
12:44aOasis Releases Full Response to Fujitec's Misrepresentation of its Shareholder Proposals
01/22Oasis Condemns Fujitec Board's Unprecedented Personal Attacks On Its Independent Director Nominees (stock Code : 6406 jt)
01/12Fujitec Spends 598 Million Yen on Buyback of Shares in December
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Fuji Soft proxy fight the latest test of Japan Inc board independence

12/04/2022 | 12:42am EST
FILE PHOTO: Japanese national flags flutter in front of buildings at Tokyo's business district

TOKYO (Reuters) - Singapore-based hedge fund 3D Investment Partners is set to get some of its nominees on the board of software developer Fuji Soft Inc on Sunday, in the latest proxy fight by activist investors seeking more independent oversight of Japanese firms.

Three battles in recent months have questioned how independent from management Japan's outside board members really are after nearly a decade of governance reform has sharply increased the number of independent directors.

Governance experts say outside directors are only nominally independent if they have close ties to management or fail to give proper oversight.

3D, which owns more than 20% of Fuji Soft, has nominated four additional members for the company's nine-member board at Sunday's extraordinary general meeting (EGM), saying existing outside directors have failed to address years of inefficient capital allocation.

Fuji Soft has endorsed two of the fund's candidates.

The Yokohama-based firm defended its current board, telling Reuters in a statement that the independence of its outside directors "has been ensured with no conflict of interests with shareholders. They have given objective opinions and have contributed to fostering active debate."

3D this year sought an EGM at Toshiba Corp to restart a strategic review of the conglomerate to explore options including going private.

Hong Kong-based Oasis Management on Friday asked Fujitec Co Ltd to hold an EGM to remove all six incumbent outside directors and appoint seven new ones nominated by the fund.

The elevator maker, just an hour before its June shareholders meeting, withdrew a proposal to re-elect its chief executive to the board following revelations of real estate transactions involving his family. The board then appointed him unelected chairman.

Oasis, which owns 16.5% of Fujitec, said the board had "decided to egregiously breach shareholders' most basic right - the right to vote and hold directors accountable," demonstrating a complete lack of independent counterbalancing power.

Fujitec declined to comment, saying the company has not yet confirmed the content of Oasis's EGM request.


The Tokyo Stock Exchange says 92% of the roughly 1,800 firms on its first section define at least one-third of their directors as independent. But it is hard to gauge their independence from management beyond a set of written criteria.

Governance experts say having a committee to nominate directors would help ensure such independence, but only 3.9% of the top-tier companies have a statutory nomination committee, where a majority of its members must be outside directors.

Even such a committee may not ensure effective independence.

Tokyo-based Strategic Capital has sought an EGM at Japan Securities Finance Co (JSF) for an independent investigation into the securities finance provider's long-held practice of nominating former Bank of Japan, Finance Ministry and Tokyo Stock Exchange officials to top management and director positions.

The practice of senior government officials landing post-retirement jobs in the private sector has long been criticized as a source of corruption in the Japanese bureaucracy.

JSF has a statutory nomination committee, but Strategic Capital said its inaction over the troubled practice shows the committee is dysfunctional.

The company has said the appointments have been made based on the people's qualifications.

(Reporting by Makiko Yamazaki; Editing by William Mallard)

By Makiko Yamazaki

ę Reuters 2022
Stocks mentioned in the article
ChangeLast1st jan.
EURO / JAPANESE YEN (EUR/JPY) -0.02% 141.594 Delayed Quote.0.68%
FUJI SOFT INCORPORATED -0.66% 7490 Delayed Quote.-0.26%
FUJITEC CO., LTD. 0.00% 3125 Delayed Quote.4.27%
JAPAN SECURITIES FINANCE CO., LTD. -2.34% 1128 Delayed Quote.0.09%
MSCI SINGAPORE (GDTR) 0.88% 5922.87 Real-time Quote.5.85%
TOSHIBA CORPORATION 0.25% 4499 Delayed Quote.-2.50%
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Sales 2023 211 B 1 633 M 1 633 M
Net income 2023 9 900 M 76,6 M 76,6 M
Net cash 2023 61 500 M 476 M 476 M
P/E ratio 2023 24,5x
Yield 2023 2,40%
Capitalization 246 B 1 906 M 1 906 M
EV / Sales 2023 0,88x
EV / Sales 2024 0,85x
Nbr of Employees 10 683
Free-Float 84,4%
Duration : Period :
Fujitec Co., Ltd. Technical Analysis Chart | MarketScreener
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Technical analysis trends FUJITEC CO., LTD.
Short TermMid-TermLong Term
Income Statement Evolution
Mean consensus HOLD
Number of Analysts 1
Last Close Price 3 125,00 JPY
Average target price 2 800,00 JPY
Spread / Average Target -10,4%
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Managers and Directors
Masashi Tsuchihata Managing Executive Officer
Takakazu Uchiyama Chairman
Takao Okada Representative Director, VP & Head-East Asia
Nobuki Sugita Independent Outside Director
Shigeru Yamazoe Independent Outside Director
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1st jan.Capi. (M$)
FUJITEC CO., LTD.4.27%1 906
KONE OYJ3.42%28 207
DAIFUKU CO., LTD.14.40%6 890