[CORPORATE GOVERNANCE] BOARD STORIES

- Toyota: Outside directors for the first time. After spending the past four years battling crises, Toyota Motor Corp. signaled it is ready to go on the offensive. The Japanese auto maker on Wednesday announced its biggest management overhaul since founding-family scion Akio Toyoda took over as president in 2009. The moves will open up the world’s No. 1 auto maker to its first outside directors in its 76-year history, accelerate generational change in the executive ranks and streamline the company’s decision-making. Among the three outside directors named to the board is Mark Hogan, a former General Motors Co. executive who once ran a now-dissolved California joint venture between Toyota and GM.

Commenting on the move to appoint outside directors for the first time, despite the relative insularity of Japanese businesses, Mr. Toyoda said the company wants to improve transparency after years of requests by shareholders to take on external board members. “As a global company, we’d like people to view us as an open company,” he said. The move by Toyota—Japan’s largest company by revenue—to add outside directors to its board marks a significant shift, not just for the auto maker, but also for corporate Japan. Major Japanese companies have, historically, been reluctant to bring outsiders into the boardroom.

 

Under Toyota’s new board, three of 16 directors, or 19%, will be outsiders. In addition to Mr. Hogan, the company said it is nominating as directors a Japanese life-insurance executive and the head of a company in charge of clearing and settling securities transactions. The management changes will take place pending a vote at the annual general shareholders’ meeting in June.

 

[Yoshio Takahashi & Yoree Koh: "In Shake-Up, Toyota Turns to Outsiders", Wall Street Journal, 7 March 2013]

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- Transocean: calls for dividend. Transocean, the offshore drilling rig operator, plans to pay its first dividend for more than a year, as it responds to pressure from Carl Icahn, the activist investor who took a 5.6 per cent stake in the company in January. Transocean, the world's largest offshore drilling company by market capitalisation, said on Sunday that its board had recommended a divividend of $2.24 a share, worth a total of $800m, to be paid in installments from June 2013 to March 2014.

 

That is less than the $4 called for by Mr Icahn, who said in January he would put his demand at the annual meeting, set for May 17. The company stopped paying a dividend in March 2012 as credit rating warned that its debt could lose its investment-grade status.

 

[Ed Crooks: "Transocean responds to call for dividend payout", Financial Times, 5 March 2013].

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