The Annual Shareholder Meeting to fix Kobayashi Pharma is set for March 28, 2025
Vote AGAINST Agenda 2: the Election of the following incumbent Directors:
• Mr. Akihiro Kobayashi
• Mr. Yoshiro Katae
• Mr. Yoshihito Ohta
• Mr. Akio Takahashi
Please click HERE to view Oasis’s presentation materials
As Kobayashi Pharma’s second largest shareholder and the largest institutional shareholder, Oasis has accelerated its effort to rebuild the Company’s governance to secure appropriate reparations for the victims of the Beni Koji scandal, and to ensure improved product safety going forward. As part of the effort, Oasis requested the Extraordinary General Meeting (“EGM”) that took place last month in Osaka with the aim of improving Kobayashi Pharma's corporate governance, and launching a truly third-party investigation over the Beni Koji Scandal to ensure such an event never happens again.
At that EGM, over 40% of the minority shareholders agreed with each of our proposals. Oasis would like to thank all of those who voted to help Kobayashi Pharma and protect public safety.
Oasis has continued its efforts to improve Corporate Governance at Kobayashi Pharma. As part of the continued effort, Oasis, as Kobayashi Pharma’s large shareholder, requested Kobayashi Pharma for a meeting with the director candidates to judge each candidate based on their merits. However, we were not given the opportunity, to date, to meet the candidates. This indicates Kobayashi Pharma’s attitude towards engaging with its shareholders, and lack of effective corporate governance.
Given their poor track record of performance and failure to hold management accountable, Oasis therefore encourages Kobayashi Pharma’s shareholders to vote AGAINST some of Kobayashi Pharma’s director candidates who are up for reelection at the upcoming AGM taking place on March 28 in order to improve Kobayashi Pharma’s corporate governance and to support the Company to being freed from the founding family.
Oasis had also proposed an advisory resolution for the upcoming AGM to confirm shareholders’ will on whether or not to retain Mr. Kazumasa Kobayashi as the Special Advisor. However, Kobayashi Pharma refused to make this as an AGM agenda item at the AGM. This clearly indicates that Kobayashi Pharma is currently heavily influenced by the founding family, and we will have to accelerate efforts to free the Company from the founding family’s influence to ensure that events similar to the Beni Koji Scandal never happens again.
In light of what is at stake, Oasis urges its fellow shareholders to Vote AGAINST the Election of the following incumbent Directors:
Mr. Akihiro Kobayashi
Mr. Akihiro Kobayashi was the CEO when the Beni Koji Scandal occurred. He is responsible for the bad decisions that were made in reacting to the incident.
The Company cannot be freed from the founding family unless Mr. Akihiro Kobayashi leaves the Board of Directors as he is the symbol of ineffective corporate governance.
Mr. Yoshiro Katae
He has failed to oversee the Board of Directors during the Beni-Koji incident to react appropriately to the incident despite having Risk Management in his skills matrix.
He has also failed to free Kobayashi Pharma from the founding family as the only remaining non-founding family member of the nomination committee.
Mr. Yoshihito Ohta
In response to an accounting scandal that occurred at a subsidiary of MTG in 2019, Mr. Yoshihito Ota served as chairman and director of MTG from 2019 through December 2023. However, an accounting scandal case at another of MTG’s subsidiaries was revealed again in December 2024, which cast doubts on his abilities to provide effective governance.
Mr. Akio Takahashi
In response to an accounting scandal that occurred at a subsidiary of MTG in 2019, Mr. Takahashi also served as a director of MTG from 2019 through December 2023. However, an accounting scandal case at another of MTG’s subsidiaries was revealed again in December 2024 casts doubt on his abilities to provide effective governance
We call on all shareholders who care about freeing Kobayashi Pharma from the influence of the founding family and improving corporate governance to Vote AGAINST the re-appointment of Mr. Akihiro Kobayashi, Mr Katae, Mr. Ohta, and Mr. Takahashi at the upcoming AGM.