Probe: Toshiba shareholders' meeting deemed unfair

An independent panel of lawyers chosen by an activist shareholder has concluded that a stockholders' meeting of Toshiba held in July last year was not fairly managed.

The panel was designated after an extraordinary shareholders' meeting of the Japanese industrial conglomerate in March of this year.

At the meeting, Toshiba's top shareholder Effissimo Capital Management sought an investigation into whether the July general shareholders' meeting was managed fairly.

Effissimo exercised its right as a major shareholder to put forward a proposal at the July meeting, calling for an increase in the number of external directors that it nominated. But the proposal was voted down.

The independent panel released findings from the probe on Thursday.

The report says that Toshiba colluded with the Ministry of Economy, Trade and Industry to influence shareholders votes to reject Effissimo's proposal.

The report also says Toshiba and the ministry applied pressure on shareholders, acting on the revised foreign exchange law allowing the ministry to exercise authority.

The law requires stronger regulation of foreign investment in firms that are key to Japan's national security.

The report also notes that in May of last year, then president of Toshiba, Kurumatani Nobuaki, attended a breakfast meeting with then Chief Cabinet Secretary Suga Yoshihide.

Kurumatani is believed to have briefed Suga using documents, including so-called "position paper" which articulates how to deal with activist shareholders based on the revised foreign exchange law.

Kurumatani reportedly acknowledged implicitly his attendance at the meeting with Suga. But he said he had no recollection of the position paper, and it is usually impossible to discuss an individual issue at such a meeting.

Toshiba said it will carefully review the investigation report and announce its comments at a later date. Toshiba plans to hold a general shareholders' meeting on June 25 and present a plan to select 13 directors.
But the report will likely have some impact.

The trade ministry declined to comment, saying it is still reviewing it.