January 20, 2022 | Editor: Martin Wennerström
Toshiba investor requests shareholder vote on separation plan
Singapore-based 3D Investment Partners (“3D”), Toshiba’s second-largest investor, has requested that the firm hold an EGM for shareholders to vote on its three-way separation plan originally announced in November 2021. 3D intends to vote against the proposal, but nevertheless wishes for this legally required vote to take place before additional plan- related expenses are incurred. 3D contends that the board prematurely and preemptively dismissed other strategic alternatives, ranging in size from a minority investment to an outright going-private transaction, and including instances where dialogue had already been established with potential suitors. Further, 3D suggests that Toshiba’s executive management, perhaps motivated by a desire to increase the number of management positions, had an undue and repellent influence when these investors were conducting due diligence. Regarding the separation plan itself, 3D argues that the three successor firms could be saddled by the same corporate culture that has hampered Toshiba’s value creation over the past 20 years. Given these considerations, 3D has submitted a second proposal directing the board to consider and regularly report on these other non-separation alternatives.
Chairman of China Life faces anti-graft probeChinese authorities have put Wang Bin, the Chairman of China Life Insurance Company, under disciplinary review and investigation for "serious violations of discipline and law”. The investigation is part of a campaign launched in October 2021 against graft in the financial sector. 25 financial institutions, including the central bank and stock exchanges, were targeted by the government campaign to remove corrupt Communist Party officials.
Boeing faces yet another 737 Max shareholder lawsuit
Veolia revamps its top leadership
French water and waste management group Veolia Environnement S.A. will separate the functions of President and CEO, effective July 1, 2022. Pursuant to the succession plan, current COO Estelle Brachlianoff will take over as CEO, while Antoine Frérot will stay on as Chairman. Brachlianoff, who joined the Executive Committee in 2013, is also expected to become a member of the board following her election at the firm’s upcoming AGM. Notably, the board’s announcement comes just days before the conclusion of Veolia’s merger with Suez.
Governance in Brief – September 22, 2022
DOJ unveils crimefighting policies for corporate misconduct The U.S. Department of Justice has announced a new “carrots and sticks” approach to fighting corporate crime that encourages companies to report misconduct while making it more difficult for repeat offenders to enter settlements and deferred prosecutions.
Governance in Brief – September 8, 2022
BHP shareholders seek coherent climate policy Shareholder activist group The Australasian Center for Corporate Responsibility (“ACCR”) has, with the support of circa 100 co-sponsors, submitted a set of climate-focused resolutions to BHP Group’s next AGM. The ACCR is urging the miner to "proactively advocate for Australian policy settings that are consistent with the Paris Agreement's objective of limiting global warming to 1.5° Celsius."