April 19, 2024

Michael C. Woodford, Ex-Olympus C.E.O., Resigns as Company Director

Mr. Woodford, who was fired by Olympus in mid-October after raising questions about a series of irregular acquisition payouts, said Wednesday that he would join with shareholders to pressure the company into calling an extraordinary shareholders’ meeting as soon as February — and suggest his own set of “untainted” candidates for a new company board.

The former executive now faces a battle against the current Olympus president, Shuichi Takayama, to see who can garner more shareholder support. Though Mr. Woodford has the support of major foreign investors, he may face resistance from institutional investors in Japan who still control a bulk of Olympus’s shares.

“Let me make it explicitly clear: I am not walking away from Olympus,” Mr. Woodford said in a statement from New York, where he has met with F.B.I. officials who are investigating the case. “I would like nothing more than to return to Olympus and lead it.”

Since Mr. Woodford went public in October with his concerns over Olympus’s finances, the company has admitted to using acquisition payments to hide old investment losses. Still, Olympus maintains that Mr. Woodford was fired because his aggressive, Western style of management was not a good match for the 92-year-old maker of endoscopes and cameras.

Mr. Woodford had remained a director of the company since his dismissal, however, because only a shareholders’ meeting — or a resignation — could remove him from that position. He said Wednesday that he would resign, however, to be able to cooperate more freely with shareholders and other supporters.

His lawyers submitted a letter of resignation early Thursday in Tokyo, he said.

Mr. Woodford, a British national and one of only a few foreign chief executives at a major Japanese corporation, said he would have no part in an overseas buyout of Olympus, however.

“I’m not trying to get involved to sell Olympus to an American health care group or an overseas health care group. I don’t want to be a part of that,” he told reporters in New York, according to Reuters.

He had been approached by several parties interested in a buyout, Reuters quoted him as saying, but had not spoken to them.

“This won’t be aggressive or hostile in any way,” he said. “I am quite Japanese in that sense.”

Olympus said in a statement that it had accepted his resignation. The company has promised a thorough and impartial investigation of its past acquisitions, appointing an external panel of legal experts led by a former justice of Japan’s Supreme Court. That panel is expected to release its findings within days.

Three former board members, who Olympus says were behind the cover-up of losses, have lost their positions and have now resigned from the company. Last week, Olympus also said the entire board was prepared to step down once necessary reforms were in place.

In his statement, Mr. Woodford said those promises carried “little or no credibility.”

It is “completely inappropriate,” he said, “for the current management team who are tainted by its past mistakes to make choices about the identity of new board members. Key decisions such as this should be made by the company’s shareholders.”

Nippon Life Insurance in Japan, among Olympus’s largest shareholders, has said it will stand by the current management. It recently slashed its holdings of the company, however, and retains about 5 percent.

Southeastern Asset Management, which is Olympus’s biggest foreign shareholder with about 5 percent of shares, has backed Mr. Woodford and his calls for the board to step down.

Mr. Woodford said he had spoken to some shareholders about the possible makeup of a new board, though he had yet to finalize his ideal team of directors.

Olympus faces immediate hurdles, however. It must meet a Dec. 14 deadline to submit amended financial earnings statements or face a delisting from the Tokyo Stock Exchange. Such a move would wipe out investors’ stakes, severely constrict Olympus’s ability to raise capital and put it under pressure to sell off its most lucrative assets, including its highly competitive medical endoscope business.

Any recognized links to organized crime syndicates could also get the company delisted. Japanese authorities are looking into any possible ties, as well as whether the company paid out money to these parties separate from its cover-up of losses.

Article source: http://feeds.nytimes.com/click.phdo?i=701170dae6b955e2e2aef72a65873d16