TOKYO, May 18 (Pulse News Wire) – Denyo CO.,LTD. (6517.T) rejected a shareholder proposal submitted by NIPPON ACTIVE VALUE FUND PLC for changes to its articles of incorporation related to outside directors' quotas.
The proposal, which would require more than half of the board members to be independent outside directors, was opposed by the company's board during their meeting held today. Denyo’s current governance structure includes five out of thirteen directors as highly specialized external directors with expertise in management, legal affairs, and public policy, along with three female directors. The company believes this setup fosters active and multifaceted discussions considering various stakeholders’ viewpoints, effectively enhancing corporate governance.
Introducing a fixed quota could limit director selection options, potentially hindering optimal board composition adjustments needed for future business environments and strategic shifts, according to the company. In addition to rejecting the proposal, Denyo highlighted that maintaining flexibility in director appointments ensures long-term value enhancement and efficient capital utilization. The decision was made after thorough deliberation within the Nomination and Remuneration Advisory Committee, whose recommendations were considered by the board prior to reaching this conclusion.
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