Japan’s Universal Entertainment Corp says it will establish a Governance Committee comprising non-executive directors and external experts in an effort to avoid the compliance breaches that have led to the ousting of former chairmen Kazuo Okada and Jun Fujimoto in recent years.
According to information filed Friday, the Governance Committee is the brainchild of Fujimoto’s replacement as Represent Director and President, Hajime Tokuda. Aside from reviewing the group’s overall compliance processes, it will also be tasked with “effectively and efficiently taking measures to preserve the company’s claims against Mr Fujimoto,” Universal, said – a reference to a pending US$43.5 million claim for damages against him.
Fujimoto, who stepped down late last month, is accused of breaching his fiduciary duty after a finding by the Tokyo High Court on 25 April that he caused the company to transfer US$43,497,204 to an external source without reasonable necessity and without following internal decision-making procedures.
Ironically, Fujimoto had previously replaced Universal founder Kazuo Okada as head of the company in 2017 after an internal investigation found Mr Okada had misappropriated company funds.
Following Fujimoto’s decision to step down from all duties last month, the company named Okada’s estranged son, Tomohiro Okada, as his preferred replacement on the Board of Directors pending an upcoming shareholder vote. Tomohiro holds a controlling 53.27% stake in Universal’s parent company, Okada Holdings Ltd, while Kazuo Okada holds 46.38%.
The new Governance Committee has been established, Universal said, “with the aim of verifying whether the management team’s stance, awareness of compliance, and governance structure are in line with the trust and expectations of shareholders and employees, as well as the trust of domestic and international stakeholders, and to improve and enhance these areas.
“With the cooperation of outside experts, the Governance Committee will investigate the company’s management situation, business operations and organization by March 2025, and based on the current business environment and other factors, identify the company’s governance issues, and propose necessary measures to the Board of Directors regarding the future governance structure and how business operations should be conducted.
“The task force will continue to take the necessary measures to achieve its objectives.”
Universal is one of Japan’s leading manufacturers of pachinko and pachislot machines and controls Philippines integrated resort Okada Manila through its local subsidiary Tiger Resort, Leisure and Entertainment Inc.
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