ValueAct Capital Activist Presentation Deck
Outside Directors Should Ensure the Company Actually
Responds to Shareholder Feedback vs. Simply "Hearing” It
With BOD's majority of Inside Directors, the Outside Directors have been prevented from
playing the key role envisioned by Japan's Ministry of Economy, Trade and Industry (METI)
Outside Director Responsibility According to METI:
"Engage in dialogue with investors and reflect their perspectives in the Board of Directors'
discussions Through dialogue with investors, outside directors should understand the capital market's
perspective on how investors view the company's situation, listen to the opinions of investors, and
consider what may be useful for the company's sustainable growth and enhancement of corporate
value over the medium to long term. In addition, they are expected to listen to the opinions of
investors and reflect those that may be useful for the company's sustainable growth and improvement
of medium- to long-term corporate value in discussions at the Board of Directors meetings, and to act
as a window (interface), so to speak, with investors."
-- 2020 "Practical Guidelines for Outside Directors ", METI Source, p.42
Sources: METI (Japan's Ministry of Economy, Trade and Industry)
62View entire presentation