Fir Tree Partners submitted a shareholder proposal nominating me as an outside board director for JR Kyushu. This all began as Fir Tree, the largest and longest holding, active shareholder of JR Kyushu since its IPO, was working in dialogue with the Company to find suitable new board candidates. I accepted the nomination because I believe the current needs of the JR Kyushu board fit well with my previous professional experience as well as my knowledge base. In particular, my experience as both analyst and corporate executive should be helpful as I am in favor of dialogue between investors and companies.
In mid-April, I was surprised to learn that JR Kyushu management, after spending months screening and interviewing the various candidates, ultimately decided to reject all candidates that were under consideration with Fir Tree. At this time, Fir Tree asked us to be their shareholder candidates for this year’s annual meeting. Even though being elected to a board as a shareholder proposal candidate is still rare in Japan, I decided to accept the role because I feel strongly about the importance of good governance and the role of completely independent outside directors. As I learned more about JR Kyushu in the past few months, I have concluded that I can add to the JR Kyushu board the diversity, perspective, and expertise that I have developed as an analyst, fund manager, investor relations professional and corporate executive in charge of governance matters. To this end, I believe I can help JR Kyushu in addressing the current challenges caused by Covid-19 as well as fulfill its full potential.
I would also like to publicly state that I am completely independent from Fir Tree and have told them directly that at all times. Fir Tree approached me through the help of a third-party search firm. I previously knew nobody at Fir Tree. There is no financial arrangement between us. I will remain independent from Fir Tree should I be elected as a director of JR Kyushu. I will consider Fir Tree’s opinions as no more or less important than those of any other shareholder, large or small.
If elected to the JR Kyushu board, I would be completely open minded and unbiased. I would review all board matters carefully in consultation with the other board members, management, and shareholders utilizing both public and non-public information in order to form my own opinions. I would endeavor to make well informed decisions that are best for all stakeholders.
I have informed Fir Tree that this is my philosophy and position, and they accept and understand it. My belief in the importance of good, healthy corporate governance and independent monitoring is underscored by my participation as an Audit & Supervisory Board Member at The Board Director Training Institute, a non-profit Japanese “public interest” organization certified by the government. This relationship began after I took their director training course and cooperated with that institution on other matters.
One unique experience that I can bring to JR Kyushu is my 24 years as an analyst, fund manager, and investor relations professional based in the U.S. and Japan. Combining this experience with my eight years as an executive of LIXIL Group, and bilingual and bicultural capabilities, I believe I will be able to relate to both investors and company management. I would like to help bridge any gap that may exist between JR Kyushu and its investors.
I believe that in the final analysis shareholders are the residual owners of company although they might not have been historically treated this way by many companies. This is simply legal fact. However, another factor that is essential for the sustainable and profitable future of a company is to ensure having a healthy balancing of the needs of key stakeholders going forward.
My corporate executive experience at LIXIL should also help me contribute to JR Kyushu. While I was neither a member of the LIXIL board nor was I a member of the founding families, I was tasked to rebuild and run the internal audit function as best as I could from late 2015 after the discovery of governance problems at a Chinese subsidiary earlier. Having reported to three different CEOs during my tenure, my team worked with adjacent functions, such as external auditors (Deloitte), a team of kansa-yaku (audit & supervisory board members), and group board audit committee. If elected, I would bring this broad governance experience to my role as a director at JR Kyushu.
In summary, I seek your support for my election onto the JR Kyushu board as well as support for the two other shareholder candidates, Fumiyo Takei and Yoshiko Nagao. Both Takei-san and Nagao-san are also independent from Fir Tree. Having only just recently spoken to them and learned of their strong backgrounds in the areas of real estate investment, ESG, and investment banking, I feel our combined expertise would be helpful to the JR Kyushu board not only at this time of crisis, but as the Company looks to achieve its longer term objectives.