Japan minister waits for Toshiba response to collusion report

TOKYO -- Japan's trade minister has responded to an investigation that found that the ministry colluded with Toshiba to influence the outcome of an annual shareholder meeting, saying it was a corporate governance matter.

Hiroshi Kajiyama said the ministry would wait for the company's response to the independent investigation before taking action. "It is not clear what [the probe's conclusions] are based on," Kajiyama, told reporters on Friday. He added that after Toshiba responded, METI would follow up as necessary.

The report, delivered by a trio of lawyers on Thursday, found that Toshiba, one of Japan's most famous corporate names, and METI officials devised a plan to prevent Effissimo Capital Management, which holds 9.9% of Toshiba's shares, from fully exercising its proposal at Toshiba's annual shareholders meeting in July last year.

Some shareholders claimed that their votes were interfered with or not counted at the meeting. The lawyers' probe was launched after Toshiba investors passed a resolution at an extraordinary shareholders meeting in March.

The report found that Toshiba and METI worked together to interfere with investors, including the Harvard Management Company (HMC), exercising their voting rights at the July meeting. It suggested that METI had asked a former ministry adviser, who had connections with HMC, for help.

The report states that Toshiba requested METI's help in dealing with its shareholders, hoping the ministry would find an applicable regulation under the revised Foreign Exchange and Foreign Trade Act. The revised act, which took effect last year requires investors who buy stakes of 1% or more in strategically important companies to notify authorities in advance.

Contact between Toshiba and Yoshihide Suga, who was then chief cabinet secretary and is now Japan's prime minister, is also detailed in the report.

Kajiyama said on Friday that in general, METI can seek information from companies to ensure national security through the Foreign Exchange and Foreign Trade Act. "I do not think such actions would immediately be an issue," he said. Kajiyama also said the former adviser "gave us advice from an investor's point of view." METI's administrative staff reported that there was no such request from the ministry to the former adviser, he said.

"We will be watching Toshiba's response closely, and we understand that METI will take necessary measures based on the response," Chief Cabinet Secretary Katsunobu Kato told reporters Friday. On the question of Suga's involvement, which he has denied, Kato said: "[Suga] said, 'I am not aware of this at all,' and that is it."

Shares in Toshiba fell during Friday morning trade, at one point dropping 1.8% in Tokyo.

SMBC Nikko Securities' Kazutaka Yoshizumi said in a report that "the situation is in flux."

"While the probe does expose issues with Toshiba's governance, we cannot say for certain the outcome is completely negative, as it could lead to change," he added.

Toshiba's share price is still up over 60% since the beginning of the year following reports that various investment funds are considering a takeover of the company, as well as Toshiba's return to the Tokyo Stock Exchange's first section

Additional reporting by Jada Nagumo.