Increase both Chori’s and Toray’s shareholders’ value
Strategic Capital and the Japan-Up fund are shareholders of CHORI Co., Ltd (hereinafter referred to as “Chori” or “Company”) and Toray Industries, Inc., the parent company of Chori (hereinafter, “Toray”).
We have exercised our shareholders’ right to make the following proposals at the upcoming AGM of the respective companies in order to improve shareholder value.
＜Proposal to Toray＞
＜Proposal to Chori＞
（See explanation for each number below）
See below for details of shareholder proposals.
＜About the shareholder proposal to Toray＞
As Chori is a subsidiary of Toray, Toray’s directors are responsible for overseeing and increasing the value of Chori shares as one of the assets for Toray’s shareholders. We propose that Toray discloses how the value of the Toray Group as a whole will increase by maintaining Chori as a listed subsidiary.
＜About the shareholder proposal to Chori＞
(1). Increase the number of independent outside directors in order to protect minority shareholders.
A TSE study group examined the role of independent outside directors and the impact on improving the corporate governance of listed subsidiaries. As Chori is a listed subsidiary, we are proposing the majority of the Board of Directors consist of independent outside directors.
(2). Conduct evaluations of Board effectiveness including external analysis
Chori’s disclosures on evaluations of Board effectiveness have generally been the same every year. Given concerns that the evaluation is becoming inadequate, we are proposing for a Board evaluation facilitated by a third party to be conducted every three years.
(3). Authorize the AGM to make the appropriation of the surplus enabling shareholders to participate in capital policy decisions.
The current articles of incorporation stipulate that the dividend amount is decided only by the Board of Directors. As a result of accumulated equity capital, capital efficiency has declined and shareholder value has been impaired despite increased profits. We are proposing to change the articles of incorporation so that capital policy decisions reflect shareholders’ views.
(4). Change the current capital policy that is reducing ROE
The current level of shareholder returns is low, and if that level continues, equity capital will increasingly build up and impair Chori’s shareholder value. We are proposing to increase the dividend payout ratio to 100% in order to stop the further accumulation of capital.
(5). Improve the low stock valuation
Chori’s capital efficiency is lower than its cost of capital, resulting in low stock price valuations. Our proposal is to request the disclosure of the figures regarding the cost of capital and its basis of calculation, thus raising management’s awareness of the cost of capital and promoting effective dialogue with shareholders to improve the stock valuation.
(6). Sell cross-shareholdings to improve capital efficiency
Half of the shares Chori holds as cross-shareholdings are shares of Wacoal Holdings (“Wacoal”). Despite Wacoal’s comments that business between the two will continue even if the shares are sold, Chori stubbornly continues to hold them. Selling the shares will also eliminate the unnecessary impact by the stock’s price movements on financial results of Chori. We further hope that the proceeds will be used to enhance shareholder value.