Business Wire

Independent Franchise Partners:ISS and Glass Lewis Affirm the Need for More Independent Oversight at Kirin Holdings


Independent Franchise Partners, LLP (“Franchise Partners”) welcomes the support of Institutional Shareholder Services (“ISS”) and Glass Lewis (“Glass Lewis”) for some of its shareholder proposals at the upcoming Annual General Meeting (“AGM”) on 27 March 2020 at Kirin Holdings Company, Limited (“Kirin” or “the Company”) (TSE: 2503).

Having independently assessed the proposals made by Franchise Partners, the two leading global proxy advisors, ISS and Glass Lewis, clearly confirm that Kirin’s current strategic path is not convincing. As ISS puts it “after almost 40 years, the link between fermentation, pharma, and beer has not manifested itself in terms of returns or, margins, nor has prevented the company from losing half of its beer market share in Japan.” And as Glass Lewis further notes, “Kirin’s early struggles with portions of its new “health science” segment, taken together with clearly unfavorable trends in shareholder returns and a board seemingly lacking relevant expertise, appear to support the notion that shareholders would indeed benefit from an earnest and independent re-examination of the diversification initiatives underpinning the KV2027 tack.”

Franchise Partners strongly believes that focus and innovation in beer would be a better use of capital, less risky and deliver more attractive long-term returns for shareholders. As such, Franchise Partners urges fellow co-owners to support the advisory share buyback proposal to signal to Kirin’s Board that a much needed independent review of its long-term strategy be undertaken.

The proposed ¥600 billion buyback is drafted as the maximum amount to be bought back, which affords Kirin complete strategic discretion and financial flexibility. Franchise Partners does not expect the Board to enact the buyback proposal in full if it is considered to risk the Company’s financial position. The Kirin Board has the ultimate decision-making responsibility for the timing of any possible disposals of non-core assets and the distribution of the proceeds.

As ISS suggests, “the board’s credibility is key to convincing shareholders that its strategies are the product of healthy internal debate.” To this end, Franchise Partners welcomes ISS and Glass Lewis’s support for Nicholas Benes. The appointment of Kanako Kikuchi, who is supported by Glass Lewis and is viewed by ISS as “a well-qualified candidate who would be additive,” is key given that she would be the only director with direct prescription pharmaceutical experience. This is particularly important considering Kirin’s current motivation to diversify into the healthcare space.

Kirin has exhausted all available Board seats with its four new proposed directors who “largely have pre-existing ties to the company” according to ISS. ISS further adds that the “seemingly premature support (implicit or explicit) for the company’s stated strategy” by these directors demonstrates the need for independent oversight at Kirin. In order to create vacant seats on the Board for Kanako Kikuchi and Nicholas Benes, Franchise Partners encourages shareholders to vote FOR them and AGAINST three of Kirin’s candidates identified by Glass Lewis or ISS: Toshiya Miyoshi (proposal 2.3), Hiroyuki Yanagi (proposal 2.8), and Noriko Shiono (proposal 2.10).

Finally, Franchise Partners welcome ISS’s support for its proposal to increase the portion of performance-based equity compensation within the total pay package as well as improve Kirin’s disclosure of performance targets.

There are clear paths available to create a more valuable and sustainable Kirin, as detailed on Franchise Partners dedicated website. Franchise Partners encourages fellow shareholders to support all of its shareholder proposals to strengthen Kirin’s board via the appointment of independent and qualified board candidates Nicholas Benes (item 9.1) and Kanako Kikuchi (item 9.2), better align management compensation with shareholder value creation (items 7 and 8), and unlock value via the advisory share buyback proposal (item 6).


Contact information

For English speaking queries
Helena Johansson
Independent Franchise Partners, LLP
Switchboard: +44 (0)207 495 9070

For Japanese speaking queries
International Financial Consulting (IFC)
Takee, Takasugi
Tel: +81-3-5532-8921

About Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982

(c) 2018 Business Wire, Inc., All rights reserved.

Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

British Firm BitePRO Claim Mental Health Care Professionals Are At Risk Of Being Bitten26.2.2020 17:12:00 CETPress release

According to British firm BitePRO, mental health care and special educational needs professionals are at increased risk of being bitten by patients or pupils. This press release features multimedia. View the full release here: Healthcare nurse wearing BitePRO® Bite Resistant Clothing (Photo: Business Wire) Many nurses, care workers and teachers retire on medical grounds. They walk away from the profession they were once extremely passionate about, partly because medical experts have been able to identify that they suffer from real trauma and severe stress. Others, like Minnesota based Special Education Assistant Erin Gonzales are keen to continue and state: “I work at a school where human bites are a daily occurrence, but I work with kids with special needs. But honestly, I wouldn’t trade it for the world.” Oklahoma based Psychiatric Nurse Practitioner Miranda Hagan shares her desire and refuses to give up: “I have permanent sca

BIOCORP: Marketing Partnership on Mallya with iSage Rx in the Field of Digital Diabetes19.2.2020 17:00:00 CETPress release

Regulatory News: BIOCORP (Paris:ALCOR) (FR0012788065 - ALCOR / Eligible PEA PME), a French company specialized in the development and manufacturing of medical devices and smart drug delivery systems, today announced an alliance with US-based iSage Rx, LLC., a digital therapeutics company, focused on insulin dose optimization. In detail, the two companies are committed to integrating their respective technologies to simplify insulin dose capture and optimization. The integration of Mallya (a CE-marked connected device dedicated to insulin pens) into the iSage app (a clinically validated insulin titration platform cleared by the FDA) should enable patients with type 2 diabetes to simplify their insulin management. This will allow patients with diabetes to seamlessly capture, record, and store information about their insulin injections and while receiving automated guidance on how to adjust their insulin dose overtime ("titration"). Ryan Sysko, President and CEO of Amalgam Rx, Inc, said:

New Phase 3b Interim Data from STARDUST Study Show Two-Thirds of Patients with Moderately to Severely Active Crohn’s Disease Achieved Clinical Remission After Two Doses of STELARA® (ustekinumab)14.2.2020 07:00:00 CETPress release

The Janssen Pharmaceutical Companies of Johnson & Johnson today announced interim data from the Phase 3b STARDUST study. At week 16, 79 percent of patients with moderately to severely active Crohn’s disease (CD) achieved clinical responsea and 67 percent were in clinical remissionb after receiving one ~6 mg/kg intravenous (IV) dose followed by one 90 mg subcutaneous (SC) dose of STELARA® (ustekinumab), open label.1 Intestinal ultrasound (IUS) responses were assessed and were detected as early as week 4.2 Week 16 data (digital oral presentation or DOP 13) and IUS response data (DOP 10) from STARDUST are being presented as part of a digital oral presentation at the 15th Congress of the European Crohn’s & Colitis Organisation (ECCO).1,2 The primary endpoint of the 48-week STARDUST study is comparative endoscopic responsec among adult patients with CD receiving ustekinumab maintenance therapy.3 At week 16, patients who achieved a ≥70 point decrease in Crohn’s Disease Activity Index scored

Edwards Launches New Compact Dry Vacuum Pump With the Highest Pumping Density on the Market13.2.2020 13:07:00 CETPress release

Edwards launch the new nXRi high performance compact dry pump, with lower input power and zero maintenance, bringing real performance improvements and cost benefits across a range of applications. Initial variants will provide pumping speeds of either 60 and 90 m3h-1 , four times more pumping speed than a similar sized dry pump. This press release features multimedia. View the full release here: Edward nXRi Compact Dry Vacuum Pump (Photo: Business Wire) Designed with size in mind, the compact footprint and height allow the Edwards nXRi dry pump to fit easily under a benchtop saving valuable space in the laboratory; and at under 30kg offers a highly mobile vacuum pump for changing work flows and environments. The pump is maintenance free for up to five years, with no tip-seal or oil change, for maximum uptime and reduced maintenance costs. The nXRi's 40% smaller footprint, compared to alternative dry pumps, assures seamless integ

Interactive Brokers Launches Bond Scanner to Help Investors Find the Best Pricing on Wide Range of Fixed Income Products12.2.2020 15:00:00 CETPress release

Interactive Brokers Group, Inc. (Nasdaq: IBKR) today announced it has created a Bond Scanner to help make finding the best prices on bonds easier and more transparent for clients and non-clients alike. “We believe we offer the lowest bond prices available. Investors should visit our Bond Scanner at, filter for bonds of interest, and then call their broker to compare,” said Steven Sanders, EVP of Marketing and Product Development at Interactive Brokers. “Clients benefit from our aggregation of price quotes from multiple electronic venues and institutional dealers,” he added. “We do not widen spreads nor are there hidden fees or markups. While some companies charge a large, hidden markup, we charge extremely low, transparent commissions. IBKR clients may provide liquidity to bond markets and improve pricing by entering their own pending orders into the book.” In addition to ultra-low, transparent pricing, the company offers a huge selection of fixed income products, includ

ADVA tackles GNSS jamming and spoofing with market’s first intelligent assurance solution11.2.2020 08:00:00 CETPress release

ADVA (FSE: ADV) today launched the industry’s first centralized GNSS monitoring and assurance tool. Using artificial intelligence (AI) and machine learning (ML) for comprehensive predictive maintenance, it addresses the key concerns of GNSS users around the globe. The new customer-owned tool enables users to collect and analyze huge amounts of information from across the network to remotely identify issues and protect networks from GNSS vulnerabilities, including jamming and spoofing attacks. It also helps to identify GNSS obstruction issues, detect blind/poor spots that appear over time and enable optimal antenna positioning. Built into ADVA’s Ensemble Controller network management suite with Sync Director, the solution enables customers to detect potential problems in advance, maintain the highest quality of network synchronization and significantly reduce opex. By complementing today’s limited distributed approach to GNSS assurance with a centralized-global system, it offers a major