Fujitec’s Outside Directors have betrayed shareholders
Protect Fujitec from Uchiyama’s Continued Abuse of Power
The Extraordinary Shareholder Meeting to Protect Fujitec is set for February 24, 2023
UPDATE: Please click here for Oasis’s latest response to Fujitec’s misleading Materials
UPDATE: Please click here to view Oasis’ response to the announcement of Fujitec’s position regarding the EGM and click here for the original presentation describing the nominees
Vote AGAINST AGENDA 1: Fujitec’s nominee Directors
Vote FOR AGENDA 2: Dismissal of Fujitec’s current Outside Directors
Vote FOR AGENDA 3: Appointment of Oasis new independent nominee Directors
Vote FOR AGENDA 4-7: Implementation of a new compensation plan that aligns their interests with all of Fujitec’s stakeholders
At the 2022 AGM, Fujitec’s shareholders were appalled to learn the extent to which the Uchiyama Family has abused its control to exploit Fujitec and its stakeholders for many years. After the withdrawal of Uchiyama’s nomination at the AGM, Fujitec’s Outside Directors were complicit and supportive of a board decision which subverted the most fundamental shareholder rights to preserve the control of an individual who committed egregious governance abuses and failed to realize the Company’s true corporate value for stakeholders. In their decision to promote Takakazu Uchiyama to Chairman, the Outside directors made a bad situation much worse by strengthening Uchiyama’s control over the company by making him no longer answerable to shareholders.
§ Today, Fujitec is a Company that has failed to realize its corporate value potential, mistreated many of its stakeholder groups, and abused governance structures, showing a blatant disregard for shareholders.
§ These symptoms of failure have arisen from clear issues with strategic business management, actions taken to accommodate the control of the Uchiyama Family, showing contempt for risk management and internal controls, and using evasive tactics to escape accountability and scrutiny.
§ These acts are all traced back to the Board of Directors, namely, the Outside Directors who, as a majority of the board, have completely neglected their fiduciary duty to shareholders, and other stakeholders for whom they are responsible as independent directors as set out by JPX, METI and the Corporate Governance Code.
§The current Outside Directors have aligned themselves with the Uchiyama Family and prioritized the Uchiyama Family interests at the expense of all other stakeholders
§ A complete reform of the governance and oversight structures, meaning an overhaul of the current independent leadership on the Board, is the only way to protect Fujitec’s stakeholders and avoid further destruction of corporate value.
§ Oasis has called an EGM to remove Fujitec’s current Outside Directors and, in place, is nominating an alternative set of independent Outside Directors that are truly independent with a strong array of skills and track records, to introduce strong governance and improved business strategy to the Company