Published by Global Banking & Finance Review®
Posted on June 13, 2025
2 min readLast updated: January 23, 2026
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ISS advises Keisei investors to reject six board nominees, supporting Palliser's governance overhaul efforts to boost share price.
By Svea Herbst-Bayliss
NEW YORK (Reuters) -U.S. proxy advisory firm Institutional Shareholder Services (ISS) on Friday urged Keisei Electric Railway investors to vote against six management board nominees, including the Japanese company's current chief executive officer.
ISS's recommendation, which helps guide asset managers' votes on hot button issues, extends support to UK activist Palliser Capital which has been pushing the railway operator for years to reallocate capital and improve governance to boost its share price.
The annual meeting date for Keisei, which runs one of the main lines from Narita airport into the center of Tokyo, is scheduled for June 27.
Palliser "has made a compelling case that a governance overhaul at Keisei is necessary to restore trust in management," ISS wrote in a report seen by Reuters. The hedge fund has argued that the number of insiders on the company's board have led to a lack of accountability for its underperformance.
Now, Palliser wants to block the election of six people and cut the board's size to nine from 15 members, potentially making the board more agile. It is opposing the re-election of four incumbent nominees, including Keisei's president and chief executive officer Toshiya Kobayashi, and two new insiders. Palliser is not targeting Takao Amano who is scheduled take over as CEO from Kobayashi when he transitions to board chair after this year's annual meeting.
Earlier in the week, Glass Lewis, another prominent proxy advisory firm, recommended that investors vote against two directors, including Kobayashi, according to a report seen by Reuters.
(Reporting by Svea Herbst-Bayliss; Editing by Chizu Nomiyama)
ISS urged investors to vote against six management board nominees, supporting Palliser Capital's push for governance changes.
The annual meeting is scheduled for June 27.
Palliser aims to block the election of six candidates and reduce the board size from 15 to 9 members to enhance agility.
Glass Lewis recommended that investors vote against two directors, including Kobayashi.
Palliser has made a compelling case that a governance overhaul is necessary to restore trust in management.
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