Friday Humor: Nomura's Shareholder Proposals, Or #Winning By Squatting

Tyler Durden's picture

 

Perhaps the only thing more spectacular than being punk'd by a rogue shareholder who uses the proxy statement of one of the world's biggest financial firms as a public venue for some quite disturbing humor, is that nobody in the US has decided to do this to the hated US financials firms. Yet.

Of particular attention: shareholder Proposal 12 below: "Regarding overhaul of basic daily movements"

From the just filed Nomura Notice of Convocation of the 108th annual meeting of shareholders:

Shareholder Proposals 2 through 19 have been submitted by one shareholder. This shareholder has submitted 100 proposals such as to change of the Company’s trade name to “Yasai Holdings” [In English, literally: “Vegetable Holdings”]; however, only Proposals 2 through 19 satisfy the requirements to be submitted to a meeting of the shareholders.

The details of and reasons for these proposals are provided below and, except for the omission of individual’s name are set forth below in the same order as, and verbatim from the original text.

* * *

Proposal 12: Amendment to the Articles of Incorporation (Regarding overhaul of basic daily movements)

Details of Proposal: It should be stipulated in the Articles of Incorporation that all toilets within the Company’s offices shall be Japanese-style toilets, thereby toughening the legs and loins and hunkering down on a daily basis, aiming at achieving 4-digit stock prices.

Reasons for Proposal: The Company is on the verge of bankruptcy. In other words, it is the time to hunker down. The Company cannot avoid bankruptcy if it merely adopts a spiritual approach such as encouraging sales persons to speak in a loud voice, but the Company can surely avoid failure if they straddle over a Japanese-style toilet every day and strengthen their lower body. If it cannot, it can only be accepted as a bad luck.

Opinion of the Board of Directors: The Board is opposed to this proposal.

 


Proposal 3: Amendment to the Articles of Incorporation (Regarding the short title of the trade name in the domestic market and the introductory remark to be used by sales persons)

Details of Proposal: The short title of the Company’s name should be written as “YHD” and pronounced as “wai-eichi-dei” in the Japanese market. It should be stipulated in the Articles of Incorporation that a sales person must always state that “please remember as vegetables, healthy, diet” as an introductory remark when he/she introduces himself/herself to another person for the first time.

Reasons for Proposal: This is proposed in pursuit of “corporate-wide mindset reform.”

The current trade name of the Company is too long and significantly detrimental to operating efficiency. With 17 morae, one can compose a haiku. If the Company should become a company under the control of the Bank of Tokyo-Mitsubishi UFJ, the name of Yasai Securities could become Mitsubishi UFJ Morgan Stanley Yasai Securities. I am already worried about this possibility.

However, with the proposed change, the Company can save personnel expenses by an amount that is equivalent to 1,000 man-days per year for the time being.

Opinion of the Board of Directors: The Board is opposed to this proposal

 


Proposal 5: Amendment to the Articles of Incorporation (Regarding limit on the ratio of personnel expense to income and giving three banzai cheers)

Details of Proposal: It should be stipulated in the Articles of Incorporation that the ratio of personnel expense to income of the Company shall be restricted to 20% or less and the practice of giving three banzai cheers at the shareholders meeting shall be abolished.

Reasons for Proposal: This is proposed for the purpose of “making compensation and performance evaluation fair.”

According to the principle of “pay for performance,” negative performance should be rewarded with negative compensation. Well, the current situation of the Company in which personnel expenses are rising while the financial performance is declining ought to be given the evaluation that “the internal control system of the Company has collapsed” for the time being.

By ensuring appropriate control of compensation versus income, this weird corporate entity will be able to show that it is still breathing and that it is willing to hold its own just before being driven to mental distraction and to regain market confidence. In the first place, with a ratio of personnel expense to income hovering over 40%, it is impossible to hope for high dividends to shareholders. In addition, I hope that the Company will refrain from the usual practice of giving three banzai cheers as the venue is small and there are many shareholders with strong armpit odor.

Opinion of the Board of Directors: The Board is opposed to this proposal.

 


Proposal 6: Amendment to the Articles of Incorporation (Regarding the limitation of liabilities of directors)

Details of Proposal: Chapter V, Article 33 of the Articles of Incorporation that provides for the limitation of liabilities of directors should be deleted.

Reasons for Proposal: This is proposed for the purpose of “making compensation and performance evaluation fair.”

Even after the Nomura Shock caused by the dilution of value per share due to two major public stock offerings within one year, which was also called “violation of the unwritten law,” none of the directors of the Company clearly took responsibility for such a result.

A position such as “Chief Irresponsible Executive Officer” is unnecessary.

Shareholders are stakeholders of the Company; however, the irresponsible corporate culture of the Company that nobody takes any responsibility for the clear damage to them is one of the causes of the current decline in stock price. As the Company is currently in a crisis, negligence of the directors means a bankruptcy. While in office, directors should cut off their own path of retreat and be ready for personal bankruptcy at any time.

Opinion of the Board of Directors: The Board is opposed to this proposal.



Proposal 10: Amendment to the Articles of Incorporation (Regarding information disclosure)

Details of Proposal: It should be stipulated in the Articles of Incorporation that the details of the scenario for the shareholders meeting and rehearsals by employee shareholders shall be disclosed at least 8 weeks before the date of the shareholders meeting.

Reasons for Proposal: It is clear that the Company is hostile to general shareholders and has an intention to thoroughly control them although the shareholders should be the main body of the shareholders meeting and I wonder if the Company should do something like that in the first place. Doesn’t this mean management misappropriates the Company for its own use? I think the idea that “the superior should not be allowed to make a judgment because he/she would make a mistake” is bad. If the Company insists on doing it, I want the Company to clearly write, we’re going with this scenario, in the convocation notice to shareholders.

Opinion of the Board of Directors: The Board is opposed to this proposal.

 


Proposal 15: Amendment to the Articles of Incorporation (Regarding the number of shares authorized to be issued)

Details of Proposal: The number of shares of common stock authorized to be issued stipulated in Article 6 of the Article of Incorporation should be changed from “60,000,000,000 shares” to “5,966,290,435 shares.”

Reasons for Proposal: Treasury shares should be cancelled as the current number of issued shares is too large as compared with earnings. The current number, 6 billion, is a vaguely large number or a number corresponding to the total world population during the period in which [name of individual omitted] was worshiped as the strongest MMA fighter. The stock price would fall if too many shares are scattered about haphazardly just because the Company no longer needs to print individual share certificates. Moderation is the key to everything.
 
Opinion of the Board of Directors: The Board is opposed to this proposal.

 


Proposal 17: Amendment to the Articles of Incorporation (Regarding calendar style)

Details of Proposal: The phrase “An annual meeting of shareholders shall be convened within three (3) months from April 1 each year” in Article 21 of the Articles of Incorporation should be replaced with “An annual meeting of shareholders shall be convened within three (3) months from April 1 and October 1 each year based on coordinated universal time under the Gregorian calendar.”

Reasons for Proposal: This is proposed to prevent an accident in which employees of the Company take a paid leave based on the lunar calendar and Greenwich Mean Time.

Opinion of the Board of Directors: The Board is opposed to this proposal.

 


Proposal 18: Amendment to the Articles of Incorporation (Regarding a Group Head)

Details of Proposal: The title of Chairman of the Board of Directors should be changed to Group Head and this change should be set forth in the Articles of Incorporation.

Reasons for Proposal: The title of Chairman strongly conjures up the image that he misappropriates the enterprise for his own benefit. Personnel expenses are bound to increase if the number of big shots increases as unnecessary allowances are paid to them. The position of Chairman should be for a person merely in charge of coordination across the Group so as to prevent the Chairman from misappropriating the enterprise for his own benefit.

Opinion of the Board of Directors: The Board is opposed to this proposal