Proxy adviser ISS backs Toshiba, recommends against dissidents

Credit: REUTERS/Toru Hanai

Proxy adviser Institutional Shareholder Services Inc (ISS) on Thursday recommended that Toshiba Corp shareholders elect all company directors, dealing a blow to two activist investors that are trying to add five candidates to the board.

BOSTON, July 16 (Reuters) - Proxy adviser Institutional Shareholder Services Inc (ISS) on Thursday recommended that Toshiba Corp 6502.T shareholders elect all company directors, dealing a blow to two activist investors that are trying to add five candidates to the board.

ISS backed the Japanese conglomerate's 12 board members and said shareholders should vote against hedge fund Effissimo Capital Management' three proposed directors, including one of the fund's partners.

It also recommended voting against two candidates that the 3D Opportunity Master Fund is trying to appoint.

The meeting is scheduled for July 31.

"The recently reconstituted board is appropriately focused on the key issues impacting Toshiba, and therefore, additional change at the board level does not appear necessary at this time," ISS said in its report.

Toshiba acknowledged its more international ownership, which includes U.S. hedge funds King Street Capital and Farallon Capital Management, when it added seven independent directors, with the input of shareholders, last year.

On Thursday, the company said ISS' recommendation underscores that "Toshiba’s slate of directors has the right mix of skills, experiences and new perspectives to provide independent oversight of the continued execution of our transformational Toshiba Next Plan (TNP)."

The company faced fresh pressure from shareholders this year when 3D, which owns a 4.2% stake said the company's share price was being hampered because it is a conglomerate. Effissimo, which is Toshiba's biggest shareholder with a 15% stake, argued that more progress on corporate governance was needed after an accounting scandal in 2015.

Toshiba and Effissimo also tangled recently over whether large investors should be able to serve as board members. Effissimo said investors make good directors because their interest is in pushing the company to greater success. The company expressed concerns about conflicts that shareholders would have.

ISS did not weigh in on the issue.

(Reporting by Svea Herbst-Bayliss; Editing by Bernadette Baum)

((svea.herbst@thomsonreuters.com; +617 856 4331; Reuters Messaging: svea.herbst.thomsonreuters.com@reuters.net))

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