Japan’s Universal Entertainment to create Governance Committee
Universal Entertainment Corp. has announced the formation of a Governance Committee, primarily composed of outside directors, to enhance its governance and compliance framework. This decision was made following a board resolution on September 13 and follows significant leadership changes within the company. The move comes in response to past misconduct by former executives, including Kazuo Okada and Jun Fujimoto, and aims to prevent similar issues from occurring in the future.
Leadership changes following misconduct allegations
Universal’s focus on governance reform began after Kazuo Okada’s resignation as director in 2017, prompted by allegations of financial misconduct. Under the leadership of Fujimoto, who took over after Okada’s departure, the company sought to rebuild its compliance framework. However, in April 2024, Fujimoto resigned as Representative Director after being found guilty of breaching his fiduciary duties. The Tokyo High Court ruled that Fujimoto had improperly facilitated the transfer of over $43 million to an external source without following proper internal procedures.
Considering these issues, the company appointed Hajime Tokuda as the new Representative Director and President. Tokuda is now leading efforts to address the company’s claims against Fujimoto and is overseeing the implementation of new governance measures to prevent future breaches.
Objectives of the Governance Committee
According to the company’s news release, establishing the Governance Committee is part of Universal’s commitment to improving its governance practices. The committee’s main goal is to ensure that the company’s compliance and governance measures meet the expectations of shareholders, employees, and stakeholders, both domestically and internationally. By creating this committee, Universal aims to foster a more transparent and accountable management structure.
The committee will conduct a thorough review of the company’s compliance and governance practices, focusing on areas where improvements are needed. By March 2025, the committee is expected to identify governance shortcomings and propose recommendations to the Board of Directors. External experts will be brought in to assist in assessing the company’s management and operational practices, ensuring a comprehensive evaluation.
The committee will consist of key figures within the company, including Masayoshi Miyanaga and Hiroshi Miyauchi, both of whom serve as outside directors, and Yutaka Yazawa, a full-time Audit & Supervisory Board Member. With the support of Tokuda, the task force established to address past governance issues will continue working to protect the company’s interests and ensure that future operations are conducted more ethically and transparently.
