AVI has been a shareholder in Fujitec for almost four years, launching a public campaign in May 2020 titled “Taking Fujitec to the Next Level”. Since the launch of the campaign, Fujitec has undertaken numerous improvements, including the abolishment of an anti-takeover measure, improved shareholder returns, and efforts to standardise production. These actions have led, at least in part, to Fujitec’s +79% share price increase following the launch of AVI’s public campaign in May 2020.
However, Fujitec’s response to legitimate concerns raised by Oasis Management regarding related-party transactions has fallen short of basic standards of good corporate governance. Despite the Board’s efforts to exonerate Mr Uchiyama of any wrongdoing, AVI remains entirely unconvinced that the numerous related-party transactions taken by Mr Uchiyama and his family do not pose a problem for corporate governance. In recognition of Mr Uchiayma’s repeated involvement in related-party transactions and abuse of power, AVI voted against his reappointment at Fujitec’s 2022 AGM.
Joe Bauernfreund, CEO of AVI, commented: “Fujitec has defied the voice of shareholders and circumnavigated the AGM voting process to appoint former President Takakazu Uchiyama as Chairman. This flies in the face of the efforts by the TSE, the Government and regulators to enhance corporate governance.
“Outside directors who were party to the decision to withdraw the motion to reappoint Mr Uchiyama just one hour before the AGM and to reappoint him as Chairman should feel ashamed. As outside representatives, they are there to safeguard the interests of shareholders. We question whether the actions of the outside directors have been taken in the best interests of shareholders and whether they have the credibility to continue in their current positions.”
“As a long-standing shareholder, we have had many fruitful discussions with Fujitec representatives over the past years but we are alarmed by recent developments. Shareholders cannot stand by idly while they are being ignored. We are proactively evaluating our next steps.”
AVI is a London-based investment management company that has been investing in Japanese equities for over 20 years. AVI aims to contribute to the sustainable enhancement of corporate value through dialogue with the management of its portfolio companies.AVI’s investments in Japanese equities amount to approximately JPY 78 billion.