Ishihara Chemical Co., Ltd Opposes Shareholder Proposal
May 15, 2024 at 09:30 am IST
Share
On May 15, 2024, Ishihara Chemical Co., Ltd. announced in its press release that it had received a shareholder proposal from Nippon Active Value Fund plc for its 86th Annual General Meeting of Shareholders. The proposals are as follows, i) Acquisition of Treasury Shares, ii) Amendments to the Articles of Incorporation (regarding the number of outside directors). The company has decided to oppose the proposals for the following reasons, i) The company believes that the Shareholder's Proposal to acquire a total of 1,597,000 shares at a total acquisition cost of JPY 2,794 million within one year from the conclusion of this Ordinary General Meeting of Shareholders is inappropriate in view of the liquidity of the Company's shares.
The company considers it appropriate to implement share buy-backs from time to time in a flexible manner, while also taking into account the trading situation of the Company's shares and the share price trend, ii) The Board of Directors, which consists of the director candidates proposed by the Company in the election of directors at the Ordinary General Meeting of Shareholders, is sufficiently independent and has a diverse composition to effectively fulfil its roles and responsibilities in auditing and supervising the execution of management towards the achievement of the Company's medium-term management plan. The Company believes that this structure will promote the sustainable growth of the Company and increase its corporate value over the medium and long term, and contribute to improving profitability, capital efficiency, etc. On the other hand, it believes that stipulating in the Articles of Incorporation, as mentioned in the Shareholder's Proposal, a main provision that the majority of directors shall be outside directors would hinder the composition of the Board of Directors in a timely and optimal manner and may also hinder the diversity of skills of the Board of Directors and the flexibility of the management.
ISHIHARA CHEMICAL CO., LTD. is a Japan-based company mainly engaged in the manufacture and sale of plating chemicals and equipment, electronic materials, automotive chemicals products and industrial chemicals. The Company operates through four business segments. The Plating Chemicals and Equipment segment is mainly engaged in the manufacture and sale of tin and tin alloy plating additives, as well as automatic control equipment for conversion treatment solutions. The Electronic Materials segment is mainly engaged in the processing and sale of machinable ceramics and engineering plastics, as well as the sale of carbon fiber reinforced plastics. The Automotive Chemicals segment is mainly engaged in the manufacture and sale of chemical products for automobiles and anti-spatter agents for welding. The Industrial Chemicals segment is mainly engaged in the purchase and sale of industrial chemicals.