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ISS Backs Canon CEO After Nomination of First Woman to Board

(Bloomberg) -- Proxy advisory firm Institutional Shareholder Services recommended that investors vote for all ten directors at Canon Inc. later this month, a reversal from last year when it opposed the CEO’s reappointment because of a lack of female representation on the board.

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In 2023, ISS had urged shareholders to vote against the Japanese company’s 88-year-old Chief Executive Officer Fujio Mitarai, in part due to the board’s lack of female representation. Mitarai only narrowly kept his place on the camera and printer maker’s board along with four other male appointees, with 50.59% of votes last year.


In September, the Tokyo-based company nominated Akiko Ito, former commissioner of Japan’s Consumer Affairs Agency, to be its outside director. If approved at Canon’s general shareholders’ meeting on Mar. 28, she will become the first woman ever to join Canon’s board in its 87-year history.

Japanese companies have been slow to appoint women to senior executive roles. But they’re now under growing pressure from institutional investors to meet stricter standards regarding corporate governance and representation.

ISS recommends that shareholders vote against boards that fail to have at least two outside directors or that do not have external voices making up at least one-third of their boards, according to an ISS report seen by Bloomberg. ISS will also oppose boards that have no women, it said.

Canon is appointing 10 people to its board this year, double last year’s number. Four of the appointees are external directors. In addition to the reappointment of Mitarai, Chief Financial Officer Toshizo Tanaka and Chief Technology Officer Toshio Homma, Canon newly named to its board its head of US operations, Kazuto Ogawa, as well as two other senior managing executive officers Hiroaki Takeishi and Minoru Asada.

Canon is taking swift action after last year’s shareholder vote, said Kazuyoshi Saito, senior analyst at Iwai Cosmo Securities. The board will likely be appointed without incident at this year’s shareholder meeting, he said. “I don’t expect the proceedings to be as rough as last year.”

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