8 slides from MIGO Opportunities Trust PLC GBP's proxy contest presentation, March 2023
Slide 1: Outline of Shareholder Proposals (presentation) to Tokyo Radiator Mfg. Co. Ltd.
Outline of Shareholder Proposals (presentation) to T O K Y O R A D I AT O R M F G . C o . L t d . ( T S E 2 : C o d e 7 2 3 5 ) — Asset Value Investors 25 Bury Street London SW1Y 6AL
Slide 2: Outline of Shareholder Proposals to Tokyo Radiator
Outline of Shareholder Proposals to Tokyo Radiator o Asset Value Investors Limited (“AVI”, “we”) has been a shareholder of Tokyo Radiator Mfg. Co. Ltd. (“Tokyo Radiator”) for nearly four years. We have been in communication with Tokyo Radiator to increase its corporate value, especially to resolve c
Slide 3: Shareholder Proposals for Tokyo Radiator
Shareholder Proposals for Tokyo Radiator Shareholder Cancellation of Y5.5bn Cash Held as Deposit to Parent Company Marelli, Proposal 1 and Return it to Shareholders as Special Dividends o Tokyo Radiator has cash of Y9.9bn1, which exceeds its market capitalisation. Despite this abnormal cash balance,
Slide 4: Board of Directors Auditors
Shareholder Proposals for Tokyo Radiator Shareholder Transition to a Company with an Audit and Supervisory Committee Proposal 2 to Strengthen the Supervisory Function of the Board of Directors o Tokyo Radiator currently has in place a statutory auditor system (a company with board of auditors). o As
Slide 5: Board of Directors Auditors
Shareholder Proposals for Tokyo Radiator Shareholder Establishment of a Nomination Committee and a Compensation Proposal 3 Committee, the Majority of which be Composed by Outside Directors o At present, Mr Hisao Ochiai, President, is entrusted with the selection of candidates for directors and the d
Slide 6: Shareholder Proposals for Tokyo Radiator
Shareholder Proposals for Tokyo Radiator Shareholder Introduction of Restricted Stock-based Compensation System for Proposal 4 Directors (Excluding Outside Directors) o All of the directors’ compensation for FY3/2020 was paid as fixed compensation. The fixed compensation system was designed to refle
Slide 7: [Ref.] Record of the Dialogue between AVI and Tokyo Radiator
[Ref.] Record of the Dialogue between AVI and Tokyo Radiator o Over the past few years, we have been continuously sending letters to Tokyo Radiator on ways in which to improve corporate value. As Tokyo Radiator is a listed subsidiary, we have also sent letters to Marelli and KKR (owner of Marelli) t
Slide 8: [Ref.] Problems of listed subsidiary structure
[Ref.] Problems of listed subsidiary structure such as Tokyo Radiator o Tokyo Radiator is a listed subsidiary of Marelli. o The Ministry of Economy, Trade and Industry’s “the Practical Guidelines for Group Governance Systems” points out the risk of conflicts of interest that may exist between the pa