Asset Value Investors (AVI) Publishes Views on NC Holdings’ Opposition to Shareholder Proposal

LONDON--(BUSINESS WIRE)--Asset Value Investors Limited (“AVI”) submitted in April a shareholder proposal to NC Holdings (TSE: 6236, “Company”) to contribute to the best interests of shareholders.

More information on AVI’s public campaign can be found here: www.enhancingNCHD.com

Following the NCHD’s Board of Directors’ opposing opinion to AVI’s shareholder proposal, AVI aims to clarify its position as follows:

- The Company claims that the shareholder proposal will “damage the Company’s corporate value” as AVI is “planning to sell off its conveyor business.” However, this assertion is factually incorrect. AVI is not of the opinion that the conveyor business of the Company should be sold and has never had any such discussions with the Company. On the contrary, AVI has continued constructive dialogue with the Company and suggested measures to improve the business’s current low ROIC, taking its continuation for granted.

- The Company also claims that AVI is attempting to “control the Company to conform to the wishes of the proposing shareholder.” However, AVI’s shareholder proposal cannot cause such an eventuality. The two candidates for independent outside directors are completely independent of AVI, so they can supervise management purely in the best interests of shareholders. Also, the Articles of Incorporation will clearly state that all duties of the Strategic Review Committee are to be carried out “with a view to maximising the best interest of the Company’s shareholders.”

- AVI believes that the Board of Directors makes factually incorrect and unsubstantiated claims to prevent the shareholder proposal from being approved because it is averse to increased oversight and discipline and prioritises the status quo over the best interests of shareholders. This is precisely the proof that challenges exist in the governance of the Company and that management discipline is not functioning properly.

Joe Bauernfreund, CEO of AVI, stated: “The Company’s corporate value continues to be 60% below that of its peers. We have put forward a series of shareholder proposals to strengthen supervision, have strategic options considered and ensure management discipline to halt the damage to corporate value and ultimately enhance the best interests of shareholders.”

“We urge all shareholders to review the proposal and presentation material and make a decision based on an objective assessment.”

AVI’s full note can be found here.

- End -