– JAPAN, Tokyo – Toshiba Corporation (TYO: 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.
Toshiba is grateful to its shareholders including its three largest shareholders, Effissimo Capital Management, Farallon Capital Management and King Street Capital Management, and others 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.
The company’s Newly Nominated Director Candidates are :
- 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)
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.
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
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 charter-holder.
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 a 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 electronics 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.
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