Japanese companies continue to face heightened levels of shareholder activism. This week, investors have raised questions about board composition, governance practices and the financial/capital strategy at both Fuji Media and Keisei Electric Railway.
With thousands of companies holding shareholder meetings during proxy season, it’s hard to know where to start. Glass Lewis’ Controversy Alert service can help, identifying the most crucial meetings globally and allowing investors to make better informed voting decisions with the latest information in hand.
In this post, we provide a roundup of the meetings taking place this week that were previously highlighted by Controversy Alerts, and look deeper into the situation at Fuji Media and Keisei Electric Railway. To get alerted ahead of time, get in touch and sign up for Glass Lewis’ Controversy Alert service.
Controversy Alerts June 23 —June 28, 2025
- 6/23 Sompo Holdings, Inc. (Controversy Alert issued 6/3)
- 6/24 Adani Enterprises Ltd. (issued 6/12)
- 6/24 Adani Ports And Special Economic Zone Limited (issued 6/12)
- 6/25 Adani Energy Solutions Ltd.(issued 6/12)
- 6/25 Adani Green Energy Ltd. (issued 6/12)
- 6/25 Adani Power Limited (issued 6/12)
- 6/25 Adani Total Gas Ltd (issued 6/12)
- 6/25 Fuji Media Holdings, Inc.(issued 6/13)
- 6/25 Powszechny Zaklad Ubezpieczen SA (issued 6/6)
- 6/26 Enea S.A. (issued 6/6)
- 6/26 Ercros SA (issued 6/9)
- 6/26 Japan Airport Terminal Co., Ltd. (issued 6/12)
- 6/26 Kawasaki Heavy Industries, Ltd. (issued 6/9)
- 6/26 Obrascon Huarte Lain SA (issued 6/9)
- 6/27 Keisei Electric Railway Co., Ltd. (issued 6/12)
- 6/27 Jollibee Foods Corp. (issued 6/10)
- 6/27 PGE Polska Grupa Energetyczna S.A. (issued 6/9)
- 6/27 Toho Holdings Co. Ltd (issued 6/13)
Deep Dive: Fuji Media Holdings Inc & Keisei Electric Railway Company, Ltd.
While proxy season is winding down across many markets, the volume of AGMs in Japan remains at its peak. And continuing a recent trend, investor activism is playing a significant role. Since the start of the decade the number of shareholder proposals has essentially doubled, from 202 in 2020 and 167 in 2021 to 411 in 2023 and 344 in 2024. The majority of these investor-requisitioned resolutions focused on governance and board issues, with capital and dividend-related proposals also very common. That increased willingness to get involved in how companies are being run remains a theme this year – including at Fuji Media Holdings, and Kesei Electric Railway Corporation.
Fuji has faced scrutiny over sexual misconduct allegations, prompting a series of advertisers to suspend commercials. That missing revenue contributed (along with impairment of fixed assets) to a consolidated net loss of ¥20.1 billion for the year, compared to a projected profit of ¥9.8 billion -- marking the first net loss since the company transitioned to a certified broadcasting holding company in 2008, and the first since its predecessor, Fuji Television, went public in 1997.
In response, the board has pursued a “Reform Action Plan” focused on human capital management, governance practices, a content-driven business model, and optimizing capital allocation and shareholder returns. As part of this initiative, the company introduced a Group Human Rights Committee, mandated monthly compliance reporting at the executive level, established a Risk Policy Committee to oversee group-wide risks, and began phasing out traditional practices such as long-term advisory roles.
While seemingly comprehensive, the response was not sufficient to reassure shareholders Dalton, NIPPON ACTIVE VALUE FUND and NAVF Select LLC, who hold approximately 7% of Fuji and are collaborating on a campaign to elect a full slate of twelve alternative directors. Concerned that recent management changes have failed to adequately address governance and financial concerns, they’ve called for an influx of independent outside directors, recommending a tax-qualified spin-off of the real estate business and the disposal of approximately ¥300 billion in cross-shareholdings. More broadly, the proponents have called for a fundamental overhaul of Fuji TV’s media business, including rebuilding creative talent, strengthening production partnerships, and expanding digital and global distribution.
Meanwhile at Kesei Electric Railway, there are no shareholder proposals on the AGM ballot. However, 4.4% shareholder Palliser Capital Master Fund Ltd has launched a formal “Vote No” campaign urging shareholders to oppose the election of certain director nominees (including CEO and chair Toshiya Kobayashi) based on governance and financial performance, while advocating for a restructured board comprised of nine directors, including four independent outside directors.
Palliser also pushed for additional nominees, who it claims that the company refused to interview, but the company denies this, stating that Palliser refused repeated requests to provide information about its nominees. As it stands, it appears that the dissident may potentially requisition an additional extraordinary shareholders' meeting for the purpose of considering and electing additional candidates; however no specific nominees have been disclosed.
On the governance front, Palliser has raised concerns about board composition, alleging an insufficiently thorough and transparent review process for outside directors. In terms of financial and operational performance, it claims the company’s “D2” mid-term management plan, announced in May 2025, deviates from the recommendations of the Tokyo Stock Exchange by failing to address key governance and capital allocation issues, with more most of Keisei’s capital remaining tied up in opaque cross-shareholdings. The company has largely pushed back on Palliser’s claims, and remains committed to executing the D2 Plan.
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