RMB Demands Faith’s Statutory Auditors Investigate the Board Resolution to Reject RMB’s Shareholder Proposal for a Spin-off IPO of Nippon Columbia

CHICAGO–(BUSINESS WIRE)–RMB Capital (“RMB”), a Chicago-based independent investment advisory firm and a long-term shareholder of Faith Ltd. (4295 JP, “Faith”) that owns approximately 10% of the firm’s total outstanding shares, demands that Faith’s statutory auditors conduct an investigation of the company’s recent rejection of an RMB shareholder proposal.

The Kyoto District Court (“the Court”) confirmed the legitimacy of RMB’s shareholder proposal to spin-off Nippon Columbia (“the Proposal”) at the 29th annual general shareholders’ meeting at Faith, scheduled for June 2021, in its ruling issued on June 7^th, 2021.

However, Faith’s board asserts it “does not accept the ruling of the Court” without providing any further reasoning in its press release on June 11^th, 2021 and continues to damage RMB’s shareholder rights. While established precedents, including the decision by the Court, as well as widely accepted academic theory, accept a flexible scope of shareholder proposals, RMB believes Faith’s ignorance of shareholder rights poses a serious threat to the public listing system of companies in Japan, and even to capitalism in the country itself.

To address this issue, RMB demands the statutory auditors at Faith investigate the items below and disclose their findings immediately to the general shareholders of Faith:

• Details of the board meeting discussion that led to rejecting the Proposal on May 18, 2021.
• Details of the individual board members’ statements at the board meeting; in particular, how Mr. Shigeyuki Mito, a legal attorney, advised the board in respect of the legitimacy of the Proposal and the legal risk in rejecting it.
• Details of the individual statutory auditors’ statements at the board meeting; in particular, how Ms. Takako Sugaya, a legal attorney, advised the board in respect of the legitimacy of the Proposal and the legal risk in rejecting it.

Please refer to Faith Activism for RMB’s past press releases.

About RMB Capital

Headquartered in Chicago, RMB Capital is an independent investment advisory firm that serves high-net-worth individuals and families as well as institutional investors. Its businesses include wealth management, family office services, asset management, and retirement plan consulting. Its asset management business specializes in long-term, concentrated, active investing strategies with coverage that spans the market-cap spectrum and the globe. To learn more about RMB, visit https://rmbcapital.com.

Contacts

Ilhwa Lee

RMB Capital

japan@rmbcap.com