special report - in japan, a foreigner speaks out

by:GF bags     2019-08-12
LONDON (Reuters)-
Michael Woodford is unlikely to be a fighter.
When he stuffed his tie into his shirt and dug a tray of Dover soles in a London restaurant, it was hard to imagine thisto-earth 51-year-
The old British are at war with one of Japan\'s biggest companies.
Woodford will take over from Olympus.
One of Japan\'s most respected camera manufacturers.
He was appointed CEO of the company in early October.
But on October 14, two weeks later, the board dismissed him because Tsuyoshi, chairman of Kikukawa, said Woodford failed to understand the company\'s management style and Japanese culture.
Woodford said he was fired for questioning a series of strange things
Over the past half-decade, the company has done a lot of transactions and payments, including the biggest M & A fees ever made.
The revelations about the payment now forced Woodford to flee Japan, resulting in the resignation of Kikukawa and the loss of about $4 billion (
2 billion)
Market Value and prompted law enforcement agencies in Japan and the United States to investigate the company.
Japanese sources told Reuters that Japanese securities regulators are investigating the purchase of Olympus, focusing on whether the relevant information was properly disclosed.
The head of the Tokyo Stock Exchange said that if the company did not conduct a truly independent investigation into the reasons for the acquisition, the company could face shareholder litigation.
Unanswered questions about these payments have also sparked speculation that Japanese gang crime groups
A Japanese magazine gently described it as \"-Social Forces\"
Possible participation
Olympus said that there was nothing wrong with these payments and denied that it was against\"social forces”.
At a press conference on October 26 to discuss his resignationyear-
The boss said he needed to leave \"to restore confidence in the company from the new management \".
Olympus is clean, he said.
Woodford felt guilty for \"his authoritarian behavior, including intimidating my own employees,\" about his power grab and dismissal.
Shuichi Takayama, who took over as chairman of the board, also said the company had done nothing wrong.
\"You asked me.
\"Social power, but I definitely don\'t know anything like that,\" he said at his first press conference last week . \".
In another briefing with reporters, Takayama said he did not consider the cost of M & A to be $0. 687 billion and $2.
2 billion of the acquisition, \"too high \".
He said the secrecy rules meant he was \"unable\" to know where the funds would go after Olympus paid for the consultant.
Both Japanese executives declined an interview request from Reuters.
Woodford nervously glanced at a table of diners nearby and wondered loudly if he should hire a bodyguard.
He is tired and the pressure is showing up in the past few weeks.
His cell phone keeps ringing.
The reporter usually wants to interview him.
When the caller asked him how he endured it, he repeated the same word over and over again: \"emphasis.
He looks polite but straight forward.
When he was ousted, Woodford lost his corporate support network.
His staff, expense account, high reliabilityHigh speed broadband.
His Spanish wife, Nuncia, now serves as his temporary personal assistant, although she is struggling with paperwork and email.
In several interviews with Reuters, a \"trusted lawyer\" in Woodford was studying a laptop in Woodford\'s apartment.
Woodford said he could work with a team of 15 people to help him investigate the payments at Olympus and his busy schedule.
His nervousness masked his determination. The 31-
Olympus veteran, who was eyeing the dissolution of the entire board, said the board did not perform its duty to investigate irregular payments, including a $0. 687 billion fee for the purchase of British medical equipment maker Gyrus in 2008.
Woodford\'s black eyes sat on his sunburned face,
His nose and cheekbones were covered with freckles.
He had a laptop and a file in his two shoulder bags.
He said he had shared the documents with the office of serious fraud in the UK (SFO)
Securities and Exchange Commission of Japan (SESC), the U. S.
Federal Bureau of Investigation (FBI), and the U. S.
Ministry of Justice (DOJ)
And contacted the United States. S.
Stock exchange (SEC)
One of his regulators
\"Purify\" the men\'s movement of Olympus.
Woodford grew up with two sisters in Stafford, England West Midlands, and when his parents divorced at the age of seven, he went north to Liverpool.
He gritted his teeth as an Olympus salesman in the north.
Eastern England, in his twenties, holds senior positions in Europe.
In April, he was appointed president of the company as a whole, the first foreigner to hold the position.
Woodford can\'t speak Japanese.
But he said he won respect as a cost-cutting person.
In conservative Japan, his position has risen significantly.
Except for some notable exceptions
Carlos Ghosn of Nissan and Howard Stringer of Sony
Few foreigners run Japanese companies.
The appointment of a foreign boss usually means a strategic change, as is the case with Stringer or the belt company
Tighten like \"Le Cost Cutter\" Ghosn.
But the rumor when Woodford took over Tokyo was that he got the job because it was easy for him to control.
President Kikukawa is known to his friends as Tom, who likes poodles.
He used photos of his two pet poodles Chappi and Megu as his computer screen saver and waved photos of two poodles under the lights
It was an exciting moment in a speech on the olimpps camera business on February.
Some skeptical Japanese see Woodford as the new favorite of the chairman.
\"I feel sorry for him.
He can\'t speak Japanese, so he\'s just a \"yes man\" to Juchuan Island, the puppet of Juchuan island, which is just a nominal executive, he said, an employee of Olympus took his own legal action against the company because he was harassed by management after he reported that the supervisor had violated compliance. (
The lower court of Tokyo made a decision in favor of employees on August;
Olympus is now appealing the decision in the Tokyo High Court. )
As the Japanese survey magazine Facta later pointed out: \"The company chose a bottom --
Of a total of 25 potential candidates, there are few foreign executive directors with significant responsibility, including Deputy Executive Directors
Responsible for the president of medical devices. . . set tongues a-wagging.
Japanese experts say Mr Woodford, a foreigner, does not understand the principle that CEOs should follow.
Woodford said he could speak out.
Articulate, opinionated, strong-headed.
When asked why he was appointed the first foreign president of oringps, Woodford now said the board must have thought he had never \"found out that they urgently needed to recover their finances \".
An old employee of Olympus, who left a corporate building in the southern tip of England where Woodford once worked, said the former boss was \"a good man to work \". But “cut costs?
Look at the building over there. They spend . . .
There is a nice restaurant.
It took about three new bosses.
He traveled in the first few quarters of the company\'s empire.
In July 20, a negative article by friends and colleagues on Facta caught Woodford\'s attention.
The magazine said Olympus paid undisclosed payments in a series of acquisitions, including companies such as cosmetics and medical waste recycling that are not related to its core camera and endoscopic business.
It is particularly worth mentioning that, as part of Gyrus\'s acquisition, $0. 687 billion was clearly paid to the consultant.
During the first week of August, when Woodford returned to Japan, he began asking questions. “I saw (
(Senior executive)
Sen, saw a few people I trusted and asked if they saw it (Facta)
He said in an interview at the London apartment.
On August 2, he said he asked for lunch with Kikugawa and Sen, who are also olimpps compliance officers.
Woodford said two Japanese men ordered sushi.
He described the meeting as \"very humorous \".
But when he made a copy of the article, \"there was a significant change in mood \".
Kikugawa told him he had decided that the charges should not be told to Woodford because he was \"too busy\" to deal with other things.
\"You are the president,\" Woodford said . \".
\"I told people not to tell you.
Mr. Woodford said Kikugawa looked at the article as a domestic issue in Japan.
Tabloid, sensational news.
Sen is running away, he said.
\"I think it\'s totally wrong,\" Woodford said . \".
He asked Mori, his deputy, \"Who is your boss?
According to Woodford, Mori replied, \"President Kikugawa . \".
Like Kikugawa, Mori declined to be interviewed.
Woodford left Japan for a break on Mallorca, Spain.
He is very upset, but things will change again.
Facta published a second article that will pay against\"social forces”.
This prompted Woodford to write the first of six letters to Mori or Kikukawa.
The letter, entitled \"serious governance issues related to corporate M & A activities\", outlines his concerns.
He copied the board members very well.
\"I made it clear that I would have to resign if I didn\'t get an answer.
I pushed and pushed, and I copied through the fourth letter (auditors)Ernst & Young.
\"The auditors at olimpps said they would look into it as appropriate,\" Woodford said . \".
A ey spokesman declined to comment on his confidential obligations as an auditor.
In a letter reviewed by Reuters, Woodford focused on two decisions affecting the Company\'s financial situation: the cost associated with Gyrus\'s purchase and the huge goodwill cost of about $0. 6 billion, six months after the company bought three Japanese startupsups —
Microwave cooker manufacturers, medical waste recyclers and cosmetics companies-in 2008.
He wrote in his letter to Kikukawa on September 26: \"If the information is neither public nor satisfactory in its content, then the advice I have received is unambiguous, as I should not
Reuters reviewed some of the answers to the Woodford letter, but not all.
Most of them are short.
In response to his detailed request for advice from Olympus on the cost structure of the Gyrus transaction, Mori wrote: \"legal companies generally avoid making suggestions and/or providing input on the compensation of financial advisory services (sic). (Law firm)
Mori Hamada & Matsumoto conducted the document review legally but did not make any financial suggestions through the document review.
\"This is not the first time Woodford has been involved in exposing the company\'s violations.
He said that about six years ago, he found two corruption cases in Germany, resulting in the unpaid departure of a director of Olympus.
The Hamburg state prosecutor\'s office told Reuters that three executives from the management team were charged on 2003 for allegedly issuing an invoice to Olympus Europe, which was not delivered or served.
No date has been set for appearance.
The company could not be reached to comment on the case.
\"From our corruption case in Olympus Europe, you will know that I have never been afraid to challenge places where I think misconduct may occur, nor to contact the police and the relevant authorities, woodford wrote to Kikugawa in the same letter.
His last two letters were not only copied to senior partners in Japan, Europe and EY, the United States, but also to the auditor\'s global chairman and CEO.
Woodford also commissioned PriceWaterhouseCoopers (PwC)
Investigate these transactions.
PwC soon discovered that it paid $0. 687 billion for Gyrus to two small American companies. S. -
US based companies and Cayman Islands
Headquartered in Axam Investment Co. , Ltd.
Compared to the usual 1-1, the cost is equivalent to about the third of the acquisition value
The world\'s leading investment banks charge 2%.
According to PwC\'s report, Hajime \"Jim\" Sagawa is the main consultant company for Axes and the main consultant company for Gyrus trading.
The company said that Sasakawa was president of Axes and \"insisted\" to be a director of the subsidiary Axam, which eventually received most of the fees from Olympus.
Reuters visited Sagawa\'s home in Boca Raton, Florida, where his wife Alan said he was traveling and gave his cell phone number.
The message left to Sasakawa on his mobile phone was unanswered, rejecting an interview request from Axes Securities Japan, a Japanese subsidiary.
According to the Cayman companies registry, Axam was delisted for failing to comply with the registration regulations.
PwC also reviewed 2008 purchases that led to nearly $0. 6 billiondown.
Woodford described the report as \"a catalogue of catastrophic errors and unusually bad judgments\", which was submitted on October 11 and reviewed by Reuters.
The report concludes: \"However, we are unable to confirm the existence of misconduct, which cannot be ruled out at this stage, given the amount involved and some unusual decisions. . .
In addition, there are a number of other potential offences that need to be considered, including false accounting by the board of directors, financial assistance and breach of the duties of the director.
Woodford, in a standoff with Mori and Kikukawa in early October, said he had asked a manager he trusted to be his witness.
\"It was a terrible day,\" he recalled seriously.
\"There are a lot of shouts.
Woodford called for the authority to be appointed by the board of directors and asked for the resignation of Kikugawa and Sen Mori.
Woodford said Kikugawa began shouting.
\"Don\'t yell at me.
\"I\'m not your pooch,\" Woodford said . \"
Woodford said he would step down as president unless Kikugawa had him as CEO.
\"I said I couldn\'t manage the company without any power.
Finally, I was appointed CEO.
At the next board meeting, however, instead of discussing PwC\'s report and his concerns, the directors cross-examined Woodford.
He said that he was accused of not raising an objection to the acquisition either and was asked why he copied the auditor in the letter.
Woodford realized that even as CEO, he could never take control of the company from the chairman.
In his last letter to Juchuan on October 11, he wrote: \"It is clear that the current situation is now untenable and moving forward actively, and the necessary course of action is in the interest of both of you (
Kikukawa and Sen)
Submit your resignation to the board of directors.
Kikukawa said in an email to Olympus employees in the third week of October that Woodford had started building an empire.
He accused him of convening a \"gang\" of direct reporting, which would normally report to his lieutenant Murray.
\"At a meeting with the fund manager, in front of our own executives, Woodford said his gang would run the company,\" Kikukawa wrote . \".
\"How Low
Class word, \'gang\', but it is in stockon.
It is clear that his style is to be with loyal people and eliminate those who are out of the way. . .
I know someone has also heard him say he plans to fire five board members, including Kikugawa and Sen.
Woodford is a micro-enterprise.
Manager Kikukawa wrote in an employee email obtained by Reuters.
While leading the European business, he insisted on personally approving every piece of stationery purchased;
In Tokyo, he directed the staff to report any decisions involving expenditures to him.
\"When he doesn\'t know where every yen has gone, he will be very nervous,\" Kikukawa wrote . \".
Kikukawa said in an email to employees the day Woodford was fired on October 14 that his dismissal was the result of his authoritarian management style.
\"He ignored the decision --
\"Develop processes and create many wedges within the manager and organization,\" Kikukawa wrote . \".
\"This is very different from what we expected of him, and what we expect of him is to speed up the decision-making --
Speed up management.
\"I don\'t think there is time to waste when deciding (
Fire Woodford)
\"In order to avoid the persistence of this situation, harm our stakeholders,\" he wrote . \".
When the allegations were made to Woodford, he sighed impatiently.
\"I never said \'My gang\',\" he said \'.
\"It\'s just a criticism. it\'s really stupid.
This is just nonsense.
\"Look, this is not a power grab,\" he added . \".
\"I found something very wrong. . .
This is a real story.
Juichuan held an emergency board meeting on October 14.
Sen sits on the left side of Woodford.
But the seat on his right for Kikukawa is still empty.
The man who has been in charge of the company for 10 years is seven minutes late.
Woodford remembered this because it was almost unheard of in Japan.
Not comfortable either. “No-
Woodford recalled that one of them had eye contact with people.
\"I know what you\'re going to do,\" he told Murray calmly . \".
When Juchuan appeared, he went to the platform instead of his seat.
He said the agenda adopted earlier had been canceled.
He asked the board to consider firing Woodford.
Woodford is not allowed to speak.
All 14 board members voted.
The results of the vote are consistent.
The meeting is over.
Woodford\'s credit cards, mobile phones and computers are all on demand.
He was told that his driver would no longer be available and asked to leave his apartment that weekend-
He said he paid 51% of his rent.
He was told that he should leave by luxury bus.
People he trusted advised him to leave Japan immediately for his own safety.
He\'s ready.
\"Before attending the board meeting, I made sure all my computers were sent back to the UK,\" he said \".
In the afternoon, he left on his first flight from Hong Kong to London.
He contacted the Serious Fraud Office in the UK and sent a file to SESC in Japan.
He also sought advice from British police on whether protection was needed.
On October 26, he flew to New York to meet with officials from the FBI and the Department of Justice, and subsequently appointed officials from the FBI and the Department of Justice. S. and UK lawyers.
In the relative comfort of his British apartment, he considered the issue of payment.
They were \"inexplicable,\" he said \".
\"The only way you can stop the company from going to the rock is to answer the question. It’s bizarre. It’s scary.
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