April 13, 2020
Shareholders’ Board Slate Responding to “Company’s Opinion regarding the Proxy Advisory Company’s Report On the Agenda of the 69th Ordinary General Meeting of Shareholders”
Dear Sir or Madam,
Our Shareholders’ Board Slate nominees (our “Slate”) first wish to express our prayers and wishes for all Sekisui House shareholders and other stakeholders, including the incumbent slate nominees, to stay healthy and safe during this tumultuous crisis caused by the global pandemic.
We have reviewed the referenced “Company’s Opinion” which was dated April, 2020 and signed by Yoshihiro Nakai one of the incumbent slate nominees. We observe that Mr. Nakai limits his comments to the voting recommendations of Institutional Shareholder Services ("ISS") and completely ignores the recommendations of Glass Lewis (“GL”) that preceded ISS. Our Slate already has issued a press release that disclosed both proxy advisory companies’ reports, which is hereto attached and also viewable on our website Savesekisuihouse.com.
We note that both ISS and GL came to the same unequivocal conclusion that there have been clear and extreme corporate governance failures caused by incumbent nominees Toshinori Abe and Shiro Inagaki making them and possibly other incumbent nominees unsuitable for further fiduciary participation on the Board.
We applaud the pointed analysis of both ISS and GL of the current Company governance weaknesses stemming from the incumbent Board insulating Messrs. Abe, Inagaki and others for the land scandal that resulted in 5.55 billion yen ($52 million) loss of shareholder wealth and from facing the consequences of their mismanagement and lack of candor to our shareholders in accepting responsibility. We note that government authorities have sought Slate assistance in shedding light on the myriad red flags caused or missed by incumbents in the land scandal and their subsequent lack of disclosure candor as masking serious money laundering which implicates possible organized crime or terrorist financing.
We particularly concur with GL’s view that Isami Wada, the Company’s past Chairman, and Fumiyasu Suguro, a current Company director, as well as independent Slate nominees Christopher Douglas Brady and Hitomi Kato are well positioned to lead the necessary governance changes for their incisive knowledge of the malfeasance of Messrs. Abe, Inagaki and Nakai as well as other incumbent nominees Kumpei Nishida and Yosuke Horiuchi. These six are the insider nominees who either were involved in the land fraud transaction and/or materially misrepresented to shareholders and the public what really happened and pushed blame on lower level “scapegoats.”
In particular, Mr. Horiuchi is and was the Company’s Senior Managing Officer in Charge of Investor Relations and Transaction Promotion divisions, and must be removed for his formal role and lack of proper disclosure to our shareholders. Last week, Weekly Bunshun published an article titled: “Sekisui House Land Fraud ‘Chairman Abe knew it was improper’ - former head of Real Estate Dept accuses Abe. Akira Kuroda, the former Company executive interviewed, had been unjustly scapegoated and tells what really happened. This eye-opening investigative article is hereto attached.
Turning to Mr. Nakai’s comments that his cohorts Messrs. Abe and Inagaki should be retained because of the Company’s favorable financial and stock price performance, we strongly disagree. Mr. Nakai neglects to address the share decline on March 6, 2020 when the incumbents’ reported earnings and announced their slate. This most recent report shows that incumbents may have juiced earnings through sales of crown jewel real estate that won’t be repeatable and that the Company’s core domestic Japan house building is in decline. This coupled with reports that incumbents’ have created a hostile environment demoralizing rank and file staff and flagging support of the Company’s international business segments demand immediate Board change.
Mr. Wada and our Slate have pledged to immediately build a model governance foundation at the Company upon which business will thrive. We will encourage all levels of management and workers to make contributions and create an environment seeking to restore high morale at the Company. GL called for this change by endorsing Mr. Wada and Mr. Suguro and other key members of our Slate, and advising: “investors are concurrently well positioned to install new, credible directors capable of favorably contributing not only to [the Company’s] core domestic and international operations, but also to the implementation of a more robust and transparent corporate governance framework supported by a substantially more independent board.”
Our Slate fervently believes that the optimal way to address the Company’s current and significant governance failures is for a total removal of the incumbent slate to be replaced by our Slate comprised of ethical veteran Company executives complemented by a majority of highly qualified and truly independent directors. This is the only effective way of expunging the poor governance taint of the malfeasant director incumbents who have infected the entire incumbent slate. Nonetheless, our Slate nominees have pledged to continue the fight to save “Sekisui House” no matter whether one, none or all are elected to the Board.
For these important reasons, we respectfully request our shareholders to exercise their voting rights by April 23rd by taking the time and effort to vote for each and everyone of our Slate nominees identified below. In this way, we together can make the needed governance changes demanded by the proxy advisors’ reports as well as other profound changes to enhance your wealth for which we will proudly and be honored to serve you.
SHAREHOLDERS’ BOARD SLATE NOMINEES
Christopher Douglas Brady
Pamela Fennel Jacobs