The Children’s Investment Fund’s (TCI) activist battle against J-POWER, a Japanese energy company, ended last October when TCI sold its 9.9% stake back to the company. TCI had been pursuing an activist agenda with J-Power and was trying to increase corporate governance at the company. In April 2008, TCI failed to secure clearance from the Japanese Government to double their stake in the company to 20%.
Now that TCI is no longer an investor, the company’s board has finally decided to make some changes. J-POWER announced that it was replacing its current President Yoshihiko Nakagaki with Executive Vice President Masayoshi Kitamura. The company also announced that it would appoint Kiyoshi Sawabe as chairman, a position that was also held by Nakagaki. Neither Kitamura nor Sawabe can be considered “outsiders,” as they have both been with the company since 1972 and 1969, respectively.
In its press release the company also announced that it was adopting two measures to strengthen corporate governance. The measures are:
((1)) APPOINTMENT OF AN OUTSITE DIRECTOR
“The Board of Directors plans to propose the resolution for appointing one outside director of J-POWER to the 57th Ordinary General Meeting of Shareholders to be held in June, 2009. In addition, the number of the director, provided in the Articles of Incorporation, is expected to be increased from “less than 13” to “less than 14” in order to implement such proposal.”
((2)) ESTABLISHMENT OF CHAIRMAN
“Currently, the President calls the Board of Directors in J-POWER and acts as the chairman. J-POWER will newly establish the position of the Chairman who will take such role, and as a result, separates the highest executive officer from the caller and the chairman of the Board of Directors, in order to reinforce the supervisory function of the Board of Directors.” |
