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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

 

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Fri, 06/01/2012 - 12:23 | 2484552 Cognitive Dissonance
Cognitive Dissonance's picture

Too freaking funny.

"It should be stipulated in the Articles of Incorporation that all toilets within the Company’s offices shall be Japanese-style toilets...."

Actually they should put bidets (only) in the men's rooms and urinals (only) in the women's rooms. :)

Fri, 06/01/2012 - 12:28 | 2484569 Ahmeexnal
Ahmeexnal's picture

Glory holes.

Fri, 06/01/2012 - 12:30 | 2484580 Manthong
Manthong's picture

Sheesh.. a real do-nothing board.

Fri, 06/01/2012 - 12:45 | 2484631 Ahmeexnal
Ahmeexnal's picture

Eire-land bends over and succumbs to the Brussels masters:

http://www.irishtimes.com/newspaper/breaking/2012/0601/breaking1.html

"Taoiseach Enda Kenny said this afternoon that Ireland's comprehensive Yes vote on the EU fiscal treaty has sent a powerful signal around the world that the country was serious about overcoming its economic challenges.

The ballot boxes were opened at 9am today at count centres in all 43 constituencies.

Final results show 60.3 per cent voted Yes, while 39.7 per cent voted No, when spoiled or invalid votes are excluded. Turnout was 50.6 per cent."

The Ire has left Eire.

Fri, 06/01/2012 - 13:14 | 2484792 Gringo Viejo
Gringo Viejo's picture

"Economic Challenges". I'd laugh if it wasn't so fuckin' sad. Can't believe the Irish are gonna take this bankster rape lyin' down. Maybe a little IRA "cap" therapy is in order.

Fri, 06/01/2012 - 13:23 | 2484843 4shzl
4shzl's picture

The Irish pray on their knees.  The Belgians prey on their neighbors.

Fri, 06/01/2012 - 12:50 | 2484644 vast-dom
vast-dom's picture

more friday humor: 

 

  1. Fed's stimuluative efforts have run course: Romney

     

     

    hey asswipe(s) do you really need bad jobs data and market crashes and QE to the Nth to realize shit is bad? or these fucktard traders huffing hopium such that they levitate? the SP over 800 is bullish beyond reality!

 

Fri, 06/01/2012 - 12:49 | 2484649 LeisureSmith
LeisureSmith's picture

Hello ZH

My very first post and my very first cartoon.

Presentig The Hardly Boys and the mysterious birds on mount ponzinomic.

http://www.flickr.com/photos/79201873@N08/7311520678/sizes/z/in/photostr...

Containing: regulation fail, gay innuendo,mysterious birds, quotes from various financial heavy hitters and more.

To see the fine print check out the bigger versions.

 

Fri, 06/01/2012 - 13:17 | 2484804 Whoa Dammit
Whoa Dammit's picture

Here's a Friday Woman for y'all:

"A college student from Cornelia (GA) says she loves guns, doesn’t love law enforcement and apparently really loves to blow things up. Especially toilets. You have our attention. And you also have the Feds attention."

http://www.wsbradio.com/news/news/ne-ga-college-student-arrested-weapons-bombs-drugs/nPJZx/

Link has photos. 

Fri, 06/01/2012 - 13:24 | 2484857 krispkritter
krispkritter's picture

'loves to blow things up. Especially toilets.' No shit(ter)?

Fri, 06/01/2012 - 13:38 | 2484954 Whoa Dammit
Whoa Dammit's picture

Yeah, I wish I could publish photos here. The one of her squatting while holding 2 assault rifles is classic. 

Fri, 06/01/2012 - 14:44 | 2485314 Iam_Silverman
Iam_Silverman's picture

"The one of her squatting while holding 2 assault rifles is classic."

Personally, I don't consider the Barrett to be an assault rifle - more of a "long-range anti-assault tool".

Fri, 06/01/2012 - 19:36 | 2486377 Ben Dover
Ben Dover's picture

Her Facebook page is still up (though the expoding toilet viddy she took down) in case you want to pass on any encouragement.

Fri, 06/01/2012 - 14:36 | 2485266 Agent P
Agent P's picture

If you think you can stop me from taking a grumpy by installing only bidets, you sir don't know me very well.

Fri, 06/01/2012 - 12:24 | 2484554 entropos
entropos's picture

Why do I think of the FuckLLoydBlankein.com (RIP) guy when I read this?

I wish his blog were still around. One of my favorite reads. So formulaic. So comforting. So funny. 

Fri, 06/01/2012 - 12:24 | 2484555 Stoploss
Stoploss's picture

           .   .

            0

Fri, 06/01/2012 - 12:24 | 2484556 macfly
macfly's picture

That is truely sublime!

Fri, 06/01/2012 - 12:27 | 2484565 fuu
fuu's picture

"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."

Very well played.

Fri, 06/01/2012 - 12:27 | 2484567 Gringo Viejo
Gringo Viejo's picture

Hunker Down Baby!

Fri, 06/01/2012 - 12:40 | 2484607 hedgeless_horseman
hedgeless_horseman's picture

 

 

Thru the 200 DMA on SP500...tray tables up and seatbacks in upright position.  Looks rough ahead.  Air pockets.

Fri, 06/01/2012 - 12:27 | 2484568 AcidRastaHead
AcidRastaHead's picture

Classic. I like: 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.

 

Beware of the scourge known as 'big shots'

Fri, 06/01/2012 - 12:29 | 2484575 chet
chet's picture

"thereby toughening the legs and loins and hunkering down on a daily basis, aiming at achieving 4-digit stock prices."

 

That is golden.

Fri, 06/01/2012 - 12:30 | 2484581 Zola
Zola's picture

This is how real change happens. Through the shareholder. Too bad now most of them are wimpy crony capitlists & big institutions bought and paid for by cowardly politicians.

Fri, 06/01/2012 - 12:34 | 2484587 ArrestBobRubin
ArrestBobRubin's picture

Wait... I thought the "Obama orders the Stux" bit WAS the Friday comedy... Bonus!

Fri, 06/01/2012 - 12:33 | 2484588 xtop23
xtop23's picture

So absurd I love it

Fri, 06/01/2012 - 12:34 | 2484589 catacl1sm
catacl1sm's picture

Awsomesauce!

Fri, 06/01/2012 - 12:36 | 2484595 El Oregonian
El Oregonian's picture

Off topic Headline: Obama is "Drone-k with Power"

Fri, 06/01/2012 - 12:37 | 2484598 Inthemix96
Inthemix96's picture

At this point folks, who the fuck is suprised anymore??????

If it look like a duck, walks like a duck, and sounds like a duck, it is a fucking duck.

Idiots, fucking stark raving pathilogical pyschotic fucking idiots.

Fri, 06/01/2012 - 12:37 | 2484599 i_call_you_my_base
i_call_you_my_base's picture

Sort of reminds me of a US congress session.

Fri, 06/01/2012 - 12:38 | 2484602 slewie the pi-rat
slewie the pi-rat's picture

hahaha!

almost 0T but more #pwned, #pnk^d & #prez0:

RALPH NADER
Obama At Large

[this is a call to all attorneys to do their jobs and respect their oaths and actually defend the Consitution from lawless presidents of party & partisan & lobbyist loyalties]

Fri, 06/01/2012 - 13:10 | 2484764 Thisson
Thisson's picture

Nader is right.  I'm disgusted with not only Obama, but the entire establishment (for example, the FED blatently breaking the law with the trash it's purchased via the Maiden Lane entities).  But the PEOPLE do not care as long as they keep getting their entitlements.

Fri, 06/01/2012 - 12:40 | 2484608 jonan
jonan's picture

win

Fri, 06/01/2012 - 12:41 | 2484612 OldFordTruck
OldFordTruck's picture

Sorta makes me wish I had not sold all my stocks.

Fri, 06/01/2012 - 12:42 | 2484614 slackrabbit
slackrabbit's picture

SO - If you crap harder, sales revenue will increase?

Buffet and Munger must have power sphincters!

Oh that's right - their mouths!

Fri, 06/01/2012 - 12:42 | 2484615 disabledvet
disabledvet's picture

I think he forgot Request 24: "specified clipping of said Banzai Tree shall be done in the prescribed manner and at the prescribed time as specified herein namely...(and verily) "routinely and with such delicacy as it would appear slippers as light as rose petals are alighting across the veranda."

Fri, 06/01/2012 - 12:46 | 2484633 Matt
Matt's picture

It would be awesome if any one of these gets a majority vote.

Fri, 06/01/2012 - 12:47 | 2484639 Shakes
Shakes's picture

"This f*cker is hunkering down"

Fri, 06/01/2012 - 12:54 | 2484665 Inthemix96
Inthemix96's picture

Here's a bit friday humour kids.

Two nuns pull up at a set of traffic lights.

A hells angel pulls up along side, he shows his arse at them.

Sister mary says to sister carol, quick, show him your cross.

Sister carol hangs out the window and screams, fuck off you fat cunt.

Hope that cleared things up like.

Fri, 06/01/2012 - 13:01 | 2484680 earleflorida
earleflorida's picture

Attention ShareCroppers?

Re:     The 'Serf Board', is self replicating on an island where swimming is prohibited during tsunami season, by order of the 'Longboard & Shapers Committee'!

We also regret to inform you that the tsunami season has been extended indefinitely, thus having a traumatic effect on our agricultural growing season. Perhaps, TUNA as a substitute?

 

 

Fri, 06/01/2012 - 13:09 | 2484750 LeisureSmith
LeisureSmith's picture

Man-hour i get, but man-days....that just sounds like alot of boose, sports and loose ladies.

Fri, 06/01/2012 - 13:13 | 2484777 Alex Kintner
Alex Kintner's picture

They eat Whales, don't they?

Whadidyou expect?

Fri, 06/01/2012 - 13:13 | 2484784 Thisson
Thisson's picture

Hey, at least this shows that some of the shareholders are paying attention...

Fri, 06/01/2012 - 13:13 | 2484785 WillyGroper
WillyGroper's picture

that was great!

Fri, 06/01/2012 - 13:37 | 2484949 Cursive
Cursive's picture

I laughed so hard that I'm crying tears of joy. Today is my first day after being RIF'd (I'm enjoying the hell out of my own "Summer of George") and this just adds to the party.

Fri, 06/01/2012 - 13:39 | 2484966 goldnguns
goldnguns's picture

having lived in Japan for 4 painful years I can attest that those hunker holes make one hunkery for a normal toilet.  Of course, on the ladies' side you deposit 100 Yen and it plays "tinkle" music - which drowns out the sound of other tinklers. 

 

This from the "most advanced technological society in the world".

 

And I think they need a new board of directors.

Fri, 06/01/2012 - 13:56 | 2485037 janus
janus's picture

AWESOME!!!

truly, truly clever.

 

just another lesson on the importance of reading the small print

 

 

Fri, 06/01/2012 - 14:50 | 2485337 TheFuture_MrGittes
TheFuture_MrGittes's picture

OT: Merkel and Tusk recreate favourite scene from Fight Club.

http://newshopper.sulekha.com/angela-merkel-donald-tusk_photo_2237916.htm

Fri, 06/01/2012 - 14:52 | 2485342 Iam_Silverman
Iam_Silverman's picture

Illustratated by William Banzai 7?

Fri, 06/01/2012 - 16:21 | 2485746 LeisureSmith
LeisureSmith's picture

I for one is out to get my beer on.

Be merry and do the west coast poplock bitchez!

http://www.youtube.com/watch?v=rPZ5VlsGGo8&feature=related

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