HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. (“Oasis”) is the manager to funds that beneficially own over 12.8% of drugstore operator Tsuruha Holdings Inc. (3391 JT) (“Tsuruha” or the “Company”). Oasis has adopted the Japan FSA’s “Principles of Responsible Ownership” (a/k/a the Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with its investee companies.
Oasis, a long-term shareholder of Tsuruha, urges its fellow shareholders to vote FOR the Oasis shareholder proposals at the Company’s AGM:
- Election of five outside director candidates (Mr. Gohara, Mr. Nakamura, Ms. Nakahata, Mr. Tamagami, and Ms. Ikeda)
- Dismissal of Mr. Fujii as a director
- Introduction of a new compensation plan for the outside directors
- Abolition of the Director-Chair position
- Selection of Board Chair from among outside directors
Background – Corporate Governance Failures at Tsuruha
Tsuruha has been plagued by multiple, long-running corporate governance failures. These failures, including issues of board independence, oversight effectiveness, and the undue influence of the three founding families, raise concerns about Tsuruha’s governance practices.
Several examples highlight these concerns:
- Despite collectively owning less than 10% of Tsuruha’s shares, the three founding families have taken four out of the five non-audit committee member director seats, raising questions about the fairness of their selection process.
- The undue control exerted by the founding families over their respective Company subsidiaries has hindered synergy realization and resulted in poor governance.
- The return of Mr. Hisaya Ogawa to his role as CEO of subsidiary Kusuri no Fukutaro after a serious incident involving a failure in medical recordkeeping has raised doubts about accountability and proper management. Mr. Ogawa and his relatives own and rent the headquarters of the subsidiary to Tsuruha, as well as additional stores.
- The Company has appointed outside directors who do not appear to be truly independent, including some with relationships with the Tsuruha family that can be traced back for nearly 10 years, raising concerns over their ability to provide effective oversight.
Further, in a concerning trend, Tsuruha has proactively worsened its governance, replacing outside directors with relevant retail experience with individuals whose primary asset appears to be their allegiance to the Company.
It is evident that Tsuruha lacks effective and independent outside directors capable of holding management accountable for their performance. Without significant improvements in corporate governance, the Company’s overall performance and the interests of all stakeholders are at risk. Shareholders must act now to improve corporate governance at Tsuruha.
Oasis’s Proposals
Oasis therefore proposes the following measures to pave the way for Tsuruha’s success as a leading player in the drugstore industry:
- Dismissal of outside director Mr. Fumiyo Fujii, whom Oasis believes lacks true independence.
- Appointment of an entirely new slate of high-quality, independent, and diverse outside directors who can provide unbiased oversight and strategic guidance.
- Implementation of a new compensation plan that aligns directors’ incentives more closely with those of shareholders.
- Important changes to the Company’s Articles of Incorporation to establish a clear structure for management oversight.
Seth Fischer, Founder and Chief Investment Officer of Oasis, said:
“The drugstore market needs integration. This integration will benefit all stakeholders, including customers, employees, creditors, and shareholders. Tsuruha -- with the right partner, the right strategy, and the right governance framework – has the potential to become Japan’s largest drugstore and significantly enhance its corporate value. To achieve this, it is crucial to ensure that Tsuruha’s management prioritize the interests of all stakeholders, rather than just the founding families. The time is now for better corporate governance for Tsuruha.”
We call on all shareholders to VOTE FOR Oasis’s proposals and to VOTE AGAINST the re-election of the Company’s current outside directors.
To learn more about Oasis’s proposals, please visit www.TsuruhaCorpGov.com. We welcome all stakeholders to contact Oasis at info@tsuruhacorpgov.com to help improve Tsuruha’s Corporate Governance.
Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles of Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.
The information contained in this press release (referred to as the "Document") is an information resource for shareholders in Tsuruha offered by Oasis, the investment manager to funds that are shareholders of Tsuruha (the "Oasis Funds"). The Document is not intended to solicit or seek shareholders' agreements to jointly exercise any voting rights with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate share ownership with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Oasis does not intend to be subjected to such notification requirement. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.