Asset Value Investors (AVI) Submits Shareholder Proposals to Tokyo Radiator, a Subsidiary of Marelli, to Address the Weak Governance of the Listed-subsidiary Structure

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AVI is calling on its fellow minority shareholders to express their disapproval of the board of directors’ disregard for minority interests, by voting in favour of these proposals:

  • special dividends equivalent to the past deposits to Marelli;

  • transition to a company with an audit and supervisory committee;

  • establishment of a nomination committee and a compensation committee chaired by independent outside directors;

  • abolishment of senior advisory positions (Komon and Soudanyaku);

  • introduction of stock-based compensation system for directors.

LONDON, May 23, 2022--(BUSINESS WIRE)--Asset Value Investors ("AVI") today announces that it has submitted shareholder proposals to Tokyo Radiator Mfg. Co. Ltd. (TYO 7235, "Tokyo Radiator"), a subsidiary of Marelli Corporation ("Marelli"), to address conflicts of interest between the parent company and minority shareholders arising from Tokyo Radiator’s listed subsidiary structure.

AVI’s full shareholder proposals and a presentation outlining AVI’s arguments are available on the website

Joe Bauernfreund, CEO of AVI, comments: "For almost five years, we have been in communication with Tokyo Radiator; Marelli, which holds approximately 40.1% of Tokyo Radiator’s shares; and Marelli’s parent company KKR, to resolve governance issues caused by Tokyo Radiator’s listed subsidiary structure and enhance Tokyo Radiator’s corporate value. We submitted shareholder proposals in June 2021 as part of our engagement activities, but, since then, Tokyo Radiator has continued to ignore our proposals and has made little effort to improve its weak governance."

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Note to editors

Tokyo Radiator is held in AVI Japan Opportunity Trust (‘AJOT’).

AVI is a London-based investment management company that has been investing in Japanese equities for more than 20 years. AVI was established in 1985 and has been investing in the equity markets for more than 35 years. AVI’s investment team is committed to contributing to sustainable improvements in corporate value by engaging with the management teams of its portfolio companies, with approximately JPY 78 billion invested in Japanese equities.

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Daniel Lee, Asset Value Investors

Asset Value Investors