unbanked's board fired its president on July 17 for allegedly trying to throw the company's own auditor out of a meeting, and admitted in the same filing that some of its own directors doubt the vote was even valid.
The Tokyo Stock Exchange Standard-listed fintech, stock code 8746, said its board voted by majority rather than unanimous consent to strip Hu Yan of the presidency and remove director Hiroshi Takeuchi's executive authority and his post as general manager of the administration division. Outside director Yasuto Hirai was named the new representative director.
The company traced the dismissals to a June 19 board meeting. It said Hu ordered Masayuki Watanabe, then a director on the Audit and Supervisory Committee, to leave the room without cause, and that Takeuchi forcibly cut off Watanabe's remarks. unbanked said both actions severely obstructed the committee's ability to audit management. Hu and Takeuchi keep their board seats unless they resign, but neither retains executive authority.
| Director | Previous role | New role |
|---|---|---|
| Yasuto Hirai | Outside director | Representative director (president) |
| Hu Yan | Representative director and president | Director, no executive authority |
| Hiroshi Takeuchi | General manager, administration division | Director, no executive authority |
The disclosure carries an unusual admission: "some directors raised doubts about the legal validity" of the July 17 resolution, even though it passed with majority support. unbanked did not name the objecting directors or specify their grounds. Hirai's promotion also carries a paperwork consequence: because he was registered with the Tokyo Stock Exchange as an independent officer, unbanked said it must now file a change notice since he holds an executive post.
The boardroom fight did not stay contained to that filing. In a separate disclosure the same day, unbanked said its major shareholder, Akatsuki Capital Works, formally requested an extraordinary shareholders' meeting under Article 297 of the Companies Act. Akatsuki Capital Works, which has held at least 3% of unbanked's voting rights for six months, is asking shareholders to dismiss six people: Hu, Takeuchi, director Tetsuya Adachi, incoming representative director Hirai, and Audit and Supervisory Committee members Christopher Richard Lane and Takataka Kusuhara. The shareholder also wants one new director and one new audit committee member elected in their place. unbanked said it would review the request before deciding and disclosing a response.
The net effect: a board that just installed a new president is now the target of a shareholder push to remove him along with nearly everyone else in the boardroom. unbanked has set no date for its response.