Okada Manila operator Universal Entertainment Corp. (UEC) says it is ‘considering measures to improve its governance structure’, after recommendations from a Governance Committee established last September.
According to a company release on Tuesday, however, the UEC stated that there are ‘some factual errors and the grounds for the [committee] findings are unclear’.
The group indicates that its President, Tomohiro Okada ‘questioned about the related issues to the Governance Committee, but no answers were provided’.
The company furthered that some of the committee’s recommendations ‘do not necessarily represent an accurate understanding of UEC’s problems’, however it notes that ‘we take them seriously as the recommendations are from the Governance Committee that is composed of outside officers’.
The committee is comprised of two outside directors and one outside auditor, ‘with the aim of verifying the management team’s stance, awareness of compliance, and whether the governance structure are in line with the trust and expectations of our shareholders, employees, as well as domestic and international stakeholders’.
In a summary of the recommendations provide by UEC, the committee suggests reducing the impact of the major shareholder – attempting to distance itself from Okada Holdings Limited, which holds approximately 70 percent of UEC’s shares.
‘The dispute should be separated from the business management of UEC,’ states the summary.
The issue relates to the appeal for the dismissal of former UEC representative director Jun Fujimoto, which includes claims for damage compensation and UEC’s preservation of Fujimoto’s assets including real estate, 680,000 UEC shares, deposits and directors’ remuneration.
The committee further suggests the formulation of a ‘medium-to-long-term business plan’ and preparation of budgets for each company and a report on progress to the Board of Directors for both.
It also suggests improvements on human resources, including the creation of an HR department independent from the Administration department, the appointment of a director and establishment of requirements for executives. It also suggests improving the ‘evaluation of the criteria for the selecting candidates for management’.
Other suggestions including establishing a nomination and remuneration committee and improving evaluation of criteria for nominating candidates for directors.
One of the most direct suggests is the ‘reduction of the number of lawsuits’ – an issue that has plagued the company over the past years, particularly regarding a cancelled plan to list on the NASDAQ via Special Purpose Acquisition Company (SPAC) 26 Capital, and its long-term spat with former founder Kazuo Okada.
