(Inventory Code: 9627 JT)
Ain fails to reply to Oasis’s open letter questionnaire
Main proxy advisory companies ISS and Glass Lewis assist Oasis director candidates for Ain AGM
Oasis reiterates its suggestions to Ain shareholders to vote AGAINST Mr. Kimura, and to vote FOR Oasis’s proposals to enhance Ain’s governance within the curiosity of all stakeholders
Extra data accessible at www.AINCorpGov.com
HONG KONG–(BUSINESS WIRE)–Oasis Administration Firm Ltd. (Oasis) is the supervisor to funds that beneficially personal roughly 15.1% of pharmacy franchise Ain Holdings Inc. (9627 JT) (Ain or the Firm). Oasis has adopted the Japan FSA’s Rules for Accountable Institutional Traders (a/okay/a the Japan Stewardship Code) and, according to these rules, Oasis screens and engages with its investee corporations.
As Ain’s largest shareholder, Oasis is deeply involved in regards to the Firm’s poor company governance practices. To this finish, Oasis has engaged with the Firm within the curiosity of enhancing Ain’s company worth and bettering its company governance for the advantage of all shareholders and stakeholders. Oasis believes that the Firm’s latest scandal at KKR Sapporo Medical Heart, because of which two administrators from Ain and one among its subsidiaries have been arrested and located responsible by a court docket of first occasion, is yet one more instance of the poor company governance at Ain.
Oasis has additionally discovered that most of the Firm’s present and previous outdoors administrators and company auditors usually are not actually impartial, as a lot of their positions seem to have been awarded primarily based on private or enterprise connections with the Firm or the Firm’s CEO, Mr. Otani. Oasis has submitted shareholder proposals to dismiss these non-independent outdoors administrators, whereas nominating 4 candidates who’re actually impartial, with related expertise and experience to enhance the Firm’s company governance and improve its company worth.
Ain’s Transparency Failures
Regardless of Oasis’s repeated good religion efforts to have interaction in dialogue and Oasis’s submission of shareholder proposals geared toward bettering the Firm for all shareholders and all stakeholders, Ain has didn’t appropriately have interaction with Oasis and has proven a continued lack of transparency in its responses relating to the KKR Sapporo Medical Heart scandal and different points.
Following this continued lack of transparency from the Firm, Oasis despatched an open letter questionnaire, a replica of which is offered right here, to Ain’s Investigation Staff, Administration, and Board of Company Auditors. Regardless of our request to Ain to supply their responses publicly by way of their web site by July 16, 2024, for the advantage of all shareholders exercising their shareholder votes on the upcoming AGM, Ain’s Investigation Staff, Administration, and Board of Company Auditors have all didn’t make any response in any way, additional demonstrating their observe of disregarding transparency and accountability when it’s wanted most.
Main Proxy Advisory Companies ISS and Glass Lewis Assist Oasis’s Director Candidates
Unbiased main proxy voting advisory agency ISS has supported the nomination of Oasis’s proposed director candidates for the Ain 2024 AGM. It has additionally advisable that shareholders vote for the dismissal of incumbent administrators Mr. Junro Ito and Mr. Shigeru Yamazoe, and to vote towards the nomination of the Firm’s director nominee, Mr. Shigeki Kimura. The rationale that ISS highlights for his or her suggestions embrace:
- The corporate has a flawed governance construction, with a board managed by insiders and the chairman/President serving because the chairman of the nomination and remuneration committee.
- [T]he board shouldn’t be totally addressing its governance points.
- Because the board shouldn’t be structured to supply correct oversight in case the problems are widespread and its proposals for reform seem to lack ambition, board change is warranted.
- [A] vote FOR [the proposals to remove Shigeru Yamazoe and Junro] is warranted given their contribution to weak board oversight and connections with strategic traders with companies with the corporate
- Shigeki Kimura’s reference to Seven & i Holdings warrant a vote AGAINST his nomination [¦]; it seems unlikely {that a} former director of the corporate employed by a strategic companion is the correct alternative to make sure correct oversight.
- Dissident nominee Kenji Shinmori is the one impartial nominee with retail expertise, and Shogo Maeda the one one with asset administration expertise; Hajime Yoshitake and Alexander Dmitrenko would contribute auditing and compliance expertise. Due to this fact, their appointments warrant assist.
Equally, one other main impartial proxy voting advisory agency, Glass Lewis, has supported the nomination of Oasis’s proposed director candidates for the Ain 2024 AGM. Key causes that they spotlight for his or her suggestions embrace:
- [E]xpansive oversight and inside management failures rising disconcertingly excessive inside Ain’s company structure in reference to the Firm’s public sale scandal.
- [L]egacy predilection for routinely seating representatives of entities sustaining monetary and/or operational relationships with Ain.
- Oasis has nominated a minority slate of impartial candidates with experience expressly centered on key failings which have clearly had an hostile affect on investor confidence and shareholder worth.
- [W]e consider there exists appropriate trigger for traders to assist Oasis’ slate at the moment.
- [A] key aspect of the board’s protection (i.e. skill-based overlap amongst impartial outdoors administrators) shouldn’t be a persuasive bulwark right here, significantly given the numerous oversight failings beforehand described.
- [W]e take into account there exists ample trigger for overlap in key areas, together with compliance, inside management, authorized/regulatory and finance.
Shareholder proposals
For the upcoming AGM on July 30, Oasis reiterates its advice to its fellow shareholders to vote AGAINST the Firm’s proposed outdoors director candidate, Mr. Shigeki Kimura, and to vote FOR the Oasis shareholder proposals within the curiosity of enhancing Ain’s company worth. Oasis strongly urges shareholders on the Firm’s upcoming AGM to:
- Vote AGAINST: Appointment of Mr. Shigeki Kimura as new director
- Vote FOR: Dismissal of incumbent board administrators Mr. Shigeru Yamazoe and Mr. Junro Ito
- Vote FOR: Election of 4 new outdoors board director candidates: Mr. Yoshitake, Mr. Maeda, Mr. Dmitrenko, and Mr. Shinmori
- Vote FOR: Introduction of a brand new compensation plan for outdoor administrators
To be taught extra about Oasis’s proposals, please go to www.AinCorpGov.com. We welcome all stakeholders to contact Oasis at AinCorpGov@oasiscm.com to assist enhance Ain’s Company Governance.
Oasis Administration Firm Ltd. manages personal funding funds targeted on alternatives in a wide selection of asset lessons throughout international locations and sectors. Oasis was based in 2002 by Seth H. Fischer, who leads the agency as its Chief Funding Officer. Extra details about Oasis is offered at https://oasiscm.com. Oasis has adopted the Japanese FSA’s Rules for Accountable Institutional Traders (a/okay/a Japan Stewardship Code) and, according to these rules, Oasis screens and engages with our investee corporations.
The data and opinion contained on this press launch (known as the “Document”) is offered by Oasis Administration Firm (Oasis) for informational or reference functions solely. The Doc shouldn’t be meant to solicit or search shareholders to, collectively with Oasis, purchase, switch, or train any voting rights or different shareholder’s rights with respect to any shares or different securities of a particular firm that are topic to the disclosure necessities below the massive shareholding disclosure guidelines below the Monetary Instrument and Alternate Act. Shareholders which have an settlement to collectively train their voting rights are considered Joint Holders below the Japanese giant shareholding disclosure guidelines and so they should file notification of their mixture shareholding with the related Japanese authority for public disclosure below the Monetary Devices and Alternate Act. Aside from the case the place Oasis expressly enters into the settlement as a joint holder requiring such disclosure, Oasis doesn’t intend to take any motion triggering reporting obligations as a Joint Holder. The Doc completely represents the opinions, interpretations, and estimates of Oasis.
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