Managerial Ownership Capital Structure and Firm Value- Evidence
Overview of New Managerial Structure and Progress of ...
Transcript of Overview of New Managerial Structure and Progress of ...
March 22, 2021
Overview of New Managerial
Structure and Progress of
Operational Turnaround
Masahiko Ito, President & CEO
Introduction• Last September, we formulated the 100-Day Plan for an operational turnaround and
took actions toward a fundamental reform of our managerial culture and business
structure.
• To enable the unreserved selection and concentration of existing businesses, stronger
corporate governance, and a more muscular organization and structure, we will
change our managerial and organizational structures.
• To quickly begin managing under the new structure in the next fiscal year, we have
decided to go ahead and change the managerial structure effective from April 1,
including directors, instead of waiting until the reappointment of officers at the
General Meeting of Shareholders scheduled for June of this year.
• Everyone at Fujikura is resolved to work as one in the push to revitalize the
Company's business.
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1. Unreserved selection and concentration of
existing businesses
2. Stronger corporate governance
Change to Managerial Structure (1)
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Key Points
• Installation of CEO and COO
The CEO will support the COO and focus on solutions to company-
wide business challenges and structural reform.
The COO will implement core businesses.
• Expanded executive responsibility for executive officers
Half as many executive officers, with revised functions and authority
(22 → 11)
With the CEO's support, the COO will focus on core businesses.
A leaner organization will act with greater speed.
Change to Managerial Structure (2)
*CEO: Chief Executive Officer*COO: Chief Operating Officer
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Unreserved Selection and
Concentration of Existing Businesses
Change to Managerial Structure (3) Stronger Corporate Governance
• 50% of Board of Directors members will be outside directors.
• Other additions include the Corporate Governance Division.
For more standardized management
R&D
Sales
Corporate Staff
Audit & Supervisory Committee members (outside)
Audit & Supervisory Committee members (outside)
Audit & Supervisory Committee members (in-house)
Audit & Supervisory Committee members (outside)
Electronics, Automotive & Connector Company
President
Power & Telecommunication Systems Company
Audit & Supervisory Committee members (outside)
United States Business
Staff & Real Estate (Accounting, etc.)
New Business
Audit & Supervisory Committee members (outside)
COO
Member of the Board
Audit & Supervisory Committee members (outside)
Audit & Supervisory Committee members (outside)
Audit & Supervisory Committee members (in-house)
Audit & Supervisory Committee members (outside)
CEO
Member of the Board
Audit & Supervisory Committee members (outside)
Audit & Supervisory Committee members (outside)
Board of Directors composition
(from July 2021)
Board of Directors composition
(as of March 2021)
*In-house5 directors
*Outside5 directors
• Fewer executive officers and board members →
Board of Directors will discuss company-wide issues
without favoring departmental interests
• Restraint imposed by higher share of outside directors
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Managerial Structure from April 2021
Change to Managerial Structure (4) Managerial Structure Chart
CEO
Other DirectorsCOO
Core Businesses
- Telecommunication Systems
- PC
- Connector
- Automotive
- Electronic Component
- AFL*
- Industrial Wires
- Real Estate
Structural Reform
Task Force
- New Business
Creation and
Research &
Development
- Corporate
- Quality
Board of Directors (*50% outside directors)
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*AFL Telecommunications LLC
Managerial overhaul: different executive officer
structure and organizational reform
Leaner, faster decision-making framework
With unwavering determination, we will focus heavily on
enacting further reform
Change to Managerial Structure (5) Message
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(* From materials published on June 10, 2020)
2016 2019
Abandon the 2020 Mid-Term Business Plan mid-course& move to the operational
turnaround phase
Current Mid-TermBusiness Plan
Operational Turnaround Strategic Turnaround
100-Day Plan・Minimize cash outflow・Reduce costs・Formulate an operational
turnaround plan
2nd HalfImplement the operationalturnaround plan
Put the company on the path of growth through a new Mid-Term Business Plan
2020 Mid-TermBusiness Plan
Radical reformof the management
& business structure
Creating corporate value through
sustained growth
We will establish an operational turnaround period, albeit a short one to normalize operations then disclose the operational turnaround plan and policies in the 2nd half of FY2020.
The new Mid-Term Business Plan incorporating our post-coronavirus growth strategy will be disclosed and implemented after we have successfully turned operations around (strategic turnaround).
Abandoning the Mid-Term Business Plan and Moving to the Operational Turnaround Phase
• The actions explained upon the release of the 100-Day Plan and first-half results in
September 2020 have largely proceeded as expected.
Status of Turnaround Plan Execution (1)
Type Action in FY2020
Early retirement, etc. ~200 at head office (completed by Dec 31, 2020)
Improved finances
Sales of real estate (Dec 2020 announcement: total 3.6 billion yen in
expected extraordinary income)
Procure 40 billion yen in capital-like funds through hybrid loan(s)
Business location consolidation,
etc.
WH: streamline support units, close some European locations
FPC: staff reductions, mostly at overseas locations
Managerial overhaulFewer board members and executive officers (announced today)
(to be presented at June 2021 General Meeting)
Larger optical fiber cable
business
Begin capital investment, contribute in H2 FY2021
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Status of Turnaround Plan Execution (2)
(Unit: billion yen)
SegmentFY2020
Q1-Q3 FY Comments
Power & Telecommunication Systems Company 2.4 3.2
[Impairment]
- FY2019: optical fiber production equipment (2.2)
- FY2019: fiber laser production equipment (0.6)
Electronics Business Company 0.3 0.6
Automotive Products Business Company 3.0 4.0
[Impairment]
- FY2019: wire harness production equipment in Europe, etc.
(1.5)
[Structural reform costs]
- FY2019/20: staff reductions in Europe, Asia, N./S. America
(2.5)
Electronics, Automotive & Connector Company 3.3 4.6
Other 0 0.4[Structural reform costs]
- FY2020: staff reductions at head office and elsewhere (0.4)
Total 5.7 8.2
FY2020 expectations: lower depreciation costs due to impairment and improved business structure
(*From Q3 results released on Feb 8, 2021)
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Conclusion
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Promise made with release of first-half results• Commitment to executing the turnaround plan for all stakeholders
→ We want to follow the PDCA cycle and fully carry out the turnaround plan
• Suitable proposals/execution for additional action
• Actions taken by businesses Telecommunications: a core domain of the company (focus on business resources and continue
spending on growth)
FPC & automotive WH: downsize to appropriate level
• Selective capital investment during turnaround, continuing with policy for a much reduced
total
• Implement unreserved reform, acting with unwavering determination as a united company
We will enact further reform through a managerial overhaul.
Disclaimer: These materials contain Fujikura’s management policy (intentions) for FY2020. Statements about sales, profits,
and other forward-looking statements about FY2020 and future fiscal years are based on market decisions made according
to the latest information available at the time. Fujikura’s intentions in regard to investments have been quantified, but may
change at some point in the future due to changes in the business environment or other factors.