3D Investment Advisors Urges Toho Holdings Shareholders to Oppose CEO Hiromi Edahiro, Outside Director Yoshiaki Kamoya, and Hidehito Kotani's Reappointment at the 77th Annual Shareholders Meeting
In the realm of Japanese business, Toho Holdings Co., Ltd. (Toho HD) is currently grappling with serious corporate governance issues. The company, under the leadership of CEO Hiromi Edahiro, has been entangled in two prior bid-rigging scandals and the Nihon University Incident.
Edahiro's appointment as CEO was the outcome of an internal succession process that lacked transparency and held him accountable for past scandals. Furthermore, his public statements have contradicted case records, raising concerns about the credibility and transparency of his explanations.
3D Investment Partners Pte. Ltd., one of Toho HD's largest shareholders, holding approximately 22% of the voting rights, has been engaging with the company since 2020 to enhance long-term corporate value. In response to the ongoing concerns, 3D strongly recommends that shareholders vote against the reappointment of Edahiro, as well as directors Yoshiaki Kamoya and Hidehito Kotani, at the upcoming Annual General Meeting.
Kamoya, despite being a previous chairperson of the Nomination Committee, did not pursue responsibilities for the past scandals and failed to fulfill his duties of exercising proper oversight in selecting a qualified successor CEO. Additionally, Kamoya currently serves as an advisor to a company with which Toho HD holds cross-shareholdings, casting significant doubt on his independence.
The internal CEO succession process at Toho HD also lacked transparency and no attempt was made to look for and evaluate outside candidates. The Board's continued failure to address compliance issues threatens to erode trust among business partners, potentially leading to revenue losses.
Toho HD has refused requests to establish a third-party investigative committee and has been subject to administrative sanctions for bid-rigging on three separate occasions. The Board of Directors at Toho HD has dismissed most proposals aimed at addressing management issues, leaving these issues unresolved.
The Nihon University Incident involves a fraudulent scheme related to Nihon University Hospital, where funds were funneled to third parties through fictitious consulting contracts. Toho HD has failed to provide a public explanation for this incident, raising concerns about the credibility and transparency of its explanations.
As the situation unfolds, it is crucial for Toho HD to address these governance concerns promptly and transparently to regain the trust of its stakeholders and maintain its standing in the corporate world.
- In light of the mounting corporate governance issues at Toho HD, ensuring security and compliance in their cloud systems becomes paramount for the company to prevent potential data breaches and maintain credibility.
- With increasing concerns about the company's transparency, shareholders and investors should carefully monitor Toho HD's decision-making processes, finance, and investing strategies to mitigate potential financial risks.
- To rebuild trust among business partners and avoid further losses, Toho HD needs to implement comprehensive changes in its corporate governance structure, focusing on enhancing transparency and ensuring the independence of its board members, such as CEO Hiromi Edahiro, Yoshiaki Kamoya, and Hidehito Kotani.
