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What is The Proposal?
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Uchiyama International and its related entities are a 10% shareholder in Fujitec, and have put forward 8 Independent Director candidates for election at Fujitec's Annual General Meeting (AGM) on June 21.
We believe the path to higher shareholder returns, better governance and greater corporate value start with a BALANCED, EXPERIENCED, and DIVERSE board. Fujitec needs the right Directors on its Board who can deliver DIVERSE thinking to further the company both domestically and internationally.
We believe that the current Board is not up to the challenge of delivering on Fujitec's potential. Fujitec's current Board includes only 5 independent Directors, 3 of whom have no business management experience and only 1 with business management experience in Japan, which makes up 40% of Fujitec's sales. Furthermore, there is only 1 independent director with past experience as a Board members of a listed company.
Without expanding the size, diversity and skills of the Board, we believe Fujitec will not be able to maximize its potential, and therefore destroy shareholder value.
Click here for the full proposal and information on candidates.
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Why is the Proposal necessary?
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Elevators have a lifecycle of 30 years, where safety and reliability are paramount. Since its establishment 75 years ago, Fujitec has been regarded in the marketplace as a trust-worthy partner all around the world. We believe the current Board lacks these critical attributes, and is only positioning the company for the short term interests of a minority shareholder.
To further increase corporate value and competitiveness, we believe we need a long term view on business - which requires BALANCE, EXPERIENCE and STABILITY on the Board.Click here for the FULL PRESENTATION ー COMING SOON
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Are these candidates representing Uchiyama International?
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No. These candidates will not be representatives of the shareholder proposer. If elected, they are standing as independent candidates, will consider decisions independently and vote independently. They will bring their experience and skills, and work in the best interests of all shareholders. Each of the directors has signed a Statement of Independence confirming his or her independence from any outside influence, and committing to governing the company in the long-term interests of ALL shareholders, in line with Tokyo Stock Exchange and International Corporate Governance Network's best practices.
Click here to see the directors' "Statements of Independence" for reference
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Will there be a Uchiyama International representative nominated for the Board?
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There will not be a Uchiyama international representative nominee up for election at Fujitec.
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How many Directors are on the Fujitec Board?
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Today, Fujitec only has five Independent Directors on its Board. We consider this unacceptable for a company of Fujitec's scale, let alone a company that has businesses in 27 countries around the world.
Fujitec's current board has limited experience as board members, executives at listed companies, and/or business in Asia. We feel Fujitec requires a more DIVERSE AND BALANCED AND EXPERIENCED Board.
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What happens if the candidates supported by the Shareholder fail to be elected to the Board?
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If the 8 proposed candidates are not elected, we expect that the Fujitec Board will NOT have the skills and expertise required for the continuous mid-to-long term growth of the Company.
Regardless of the outcome, Uchiyama International will continue to engage constructively with the Fujitec Board, encouraging it to become more DIVERSE AND BALANCED, with the ambition of becoming Asia's leading Elevator and Escalator company, in turn delivering higher shareholder returns.
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What is Uchiyama International?
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Uchiyama International is a investment company which, with its related entities holds 10% of Fujitec's shares. We are always thinking about ALL stakeholders of the Company for its continuous growth and prosperity
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What is the shareholder's view about the future of the company?
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Uchiyama International is optimistic about the future of Fujitec under experienced leadership and renewed ambition coming from a BALANCED, DIVERSE and EXPERIENCED board.
Please see the PRESENTATION for more information (Coming Soon)
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When and where will the vote be held?
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The vote will be held at the Fujitec Annual General Meeting on 21 June.
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How can I get in touch?