Nippon Fine Chemical Opposes Shareholder Proposals
May 24, 2023 at 09:30 am IST
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On May 24, 2023, Nippon Fine Chemical Co., Ltd., announced in its press release that it had decided to oppose the shareholder proposals by Nippon Active Value Fund plc. The proposals were as follows, (i) Revision of Compensation Amount for the Restricted Stock Compensation Plan: The Company should grant monetary compensation claims for the grant up to 250 million Yen per year and a maximum of 100,000 shares for the grant of restricted stock to the subject directors for promoting sharing of value between the directors and shareholders, (ii) Acquisition of Treasury Shares: Acquire a total of 2,281,000 shares at an acquisition price limited to 5.7 Billion Yen, (iii) Amendment to the Articles of Incorporation regarding the number of outside directors: Addition of the following article, ?The majority of the Company?s directors shall be outside directors as defined under Article 2, Paragraph 1 of the Companies Act.? The Company opposes the proposals for the following reasons, (i) The shareholder proposal lacks balance between base remuneration and performance-linked bonuses and deviates significantly from the company?s basic policy on remuneration for directors, (ii) If this proposal is approved then it could undermine the Company?s financial resources, stagnate medium to long term growth, impair financial stability and damage interests of shareholders, (iii) Establishment of such a provision in Articles of Incorporation could limit the scope of director candidates and hinder the optimal composition of the Board of Directors.
Nippon Fine Chemical Co., Ltd. is a Japan-based company mainly engaged in the manufacturing and sales of industrial, pharmaceutical and cosmetic chemicals as well as household products. The Company operates in two segments. The Industrial Products segment is engaged in the manufacturing, sales and purchasing of cosmetic raw materials, pharmaceutical intermediates, resin additives, leather oils, vegetable fats and oils, synthetic resin products etc. The Household Products segment is engaged in the manufacturing and sales of industrial detergents, medicated soap solution, eradication and disinfectant, and insect repellent etc. Other businesses include real estate operation and consignment business of pharmacology and safety test.