* Shareholder adviser ISS urges rejecting Olympus nominees
* Also urges 'no' vote on restated accounts, cites probes
* Two big Japan institutional shareholders decline comment
TOKYO, April 10 A global shareholder advisory
firm has urged investors in Japan's scandal-tainted Olympus Corp
to refuse to accept the firm's recently restated
accounts and to vote against two men nominated to lead the
business out of disgrace.
ISS Proxy Advisory Services has made the recommendations
ahead of an extraordinary shareholder meeting on April 20, when
the maker of cameras and medical equipment will try to draw a
line under a $1.7 billion fraud that threatened to sink it.
ISS noted that the fraud was still subject to official
investigations and warned shareholders they could undermine any
law suit they might want to pursue in future against Olympus if
they voted at the meeting to accept the restated accounts.
"Supporting this resolution is an endorsement of the
company's financial statements, and would not be appropriate at
a time when the findings of investigations by public entities
are not available," it said in a report dated April 6.
"There is no telling what may happen to Olympus, depending
upon the outcome of investigations by public entities now under
way," ISS added.
"Given the unusual circumstances surrounding Olympus, it
would not be advisable for shareholders to support this
proposal, which could interfere with their ability to file suit
should the financial statements turn out to be inaccurate based
on information yet to be revealed."
ISS also said stockholders should oppose nominee president
Hiroyuki Sasa and nominee chairman Yasuyuki Kimoto, saying the
former was not ideally qualified and the latter too closely tied
to a big Olympus creditor, Sumitomo Mitsui Banking Corp (SMBC).
It said Kimoto and another director, Hideaki Fujizuka, who
was affiliated with another big creditor, Bank of
Tokyo-Mitsubishi UFJ (BTMU), could both be likely to act in the
interests of banks over the interests of ordinary shareholders.
CALLING THE SHOTS
"Given the size of the outstanding loans SMBC and BTMU have
with Olympus, neither Kimoto nor Fujizuka can be expected to act
in the best interests of ordinary shareholders," ISS said.
On Sasa, it added: "No information about the strategy the
new board is to implement has been announced, making it
difficult for shareholders to evaluate the leadership and
aptitude of Sasa as company president."
Olympus said in February that Sasa's selection reflected
confidence in his calm temperament and ability to execute on
company objectives, adding that the new top managers were fresh
faces with no ties to the scandal.
Major foreign shareholders had demanded outside talent be
brought in for the two top positions, with some investors
fearing that Olympus's creditors could otherwise end up calling
the shots in the boardroom.
ISS may find it hard, however, to sway Japanese
institutional investors, who typically prefer to avoid pubic
battles and did not support a campaign by Olympus's former
British chief executive Michael Woodford to be reinstated after
he blew the whistle on the accounting scandal and was fired.
Two of the biggest shareholders in Olympus, Nippon Life
Insurance Co and Mitsubishi UFJ Financial Group
, declined to comment on the ISS report.
Olympus's restated balance sheet has been left weakened by
the fraud, in which investment losses were hidden off its books
for 13 years. Big foreign shareholders worry that the firm's
banks will push Olympus into a big, dilutive issue of new
But Sasa says Olympus may be able to recover without having
to bring in new investors, even as it looks to beef up its
capital by around $3 billion over the long term.