Toshiba board to hold emergency meeting on Sunday, sources say

https://www.reuters.com/technology/advisory-firm-iss-recommends-vote-
against-toshiba-chairman-2021-06-12/

Toshiba Corp (6502.T) directors will hold an emergency meeting on Sunday 
to discuss reassigning the candidates for three key board committees ahead 
of a June 25 shareholder meeting, two people with direct knowledge of the 
matter told Reuters.

The Japanese conglomerate's board will consider reassigning the candidates 
for the audit, nominating and compensation committees, after major 
shareholder advisory firms recommended against some of the candidates, the 
people said.

They declined to be identified because the information is not public.

The emergency meeting comes as Toshiba has been thrown into crisis by 
revelations this week that management and board members colluded with the 
Japanese government to pressure foreign investors. read more

The people gave no further detail on the reassignment of the candidates. 
Toshiba said in a statement it does not disclose the schedule or topics of 
board meetings.

According to a shareholder-commissioned investigation released on 
Thursday, Toshiba's leadership reached out to the Ministry of Economy, 
Trade and Industry (METI) to get it to "beat up" foreign shareholders.

Adding to the pressure, shareholder advisory firm Institutional 
Shareholder Services Inc (ISS) on Saturday recommended that shareholders 
should vote against the re-appointment of board chairman Osamu Nagayama 
and four other directors.

Four of the company's independent directors, all non-Japanese, have 
already said they were no longer in support of the full slate of director 
candidates nominated by Toshiba.

ISS singled out current members of the nomination and audit committees.

"One could argue that as the investigation report was just released on 
June 10, there was no time to change director candidates," ISS said in its 
report, which was seen by Reuters.

However, it added it was "unthinkable that members of the nomination 
committee were unaware of the significance of the incident and 
accompanying shareholder concerns," as allegations have long been raised, 
it said.

Glass Lewis, another U.S. advisory firm, has also urged shareholders at 
this year's AGM to vote against the re-appointment of the same five 
directors.

Our Standards: The Thomson Reuters Trust Principles.



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