May 26, 2023
Glass Lewis Opposes Toyota Chair’s Reappointment, Nikkei Says
(Bloomberg) -- Proxy advisory firm Glass Lewis & Co. is opposing the reappointment of Toyota Motor Corp. Chairman Akio Toyoda, citing a shortage of independent directors at the automaker, the Nikkei newspaper said.
Glass Lewis also recommended shareholders vote against the three nominees for auditors, citing concerns over their ability to conduct appropriate audits, the Nikkei said, without specifying where it obtained the information.
The firm advised investors to not support a proposal by some shareholders for Toyota to amend its corporate charter to include specifics on how its working toward reducing risks for climate change, according to the newspaper. The plan isn’t necessarily in the interests of shareholders, Glass Lewis said.
Toyota defended the reappointment of Toyoda in an e-mailed statement Saturday, saying he has strengthened the company’s competitiveness and can continue to contribute to increase its valuation by promoting its transformation into a mobility company.
The automaker meets the criteria set by the Tokyo Stock Exchange that independent directors must make up a third of a company’s board and Toyota has received approval of its new director’s independence, it said.
“We are determined there’s no concerns regarding the objectivity, independence and ability to conduct appropriate oversight as stated in a report by Glass Lewis,” Toyota said in the statement.
The company has reduced its number of directors over the past decade and has been incorporating the opinions of foreigners and women actively, it said. There is a proposal is to add an outside director at the shareholders meeting this year, raising the ratio to 40% from 30%, it said.
Another proxy firm, Institutional Shareholder Services Inc., recommended investors support the shareholder proposal on climate change, the Nikkei said in a separate report Saturday, without saying where it obtained the information. ISS also supports the reappointment of Toyoda, it said.
Toyota is scheduled to hold its annual shareholders meeting on June 14.
--With assistance from Nicholas Takahashi.
(Adds separate Nikkei report on ISS in eighth paragraph.)
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