California, New York pension systems vote against Toyota chairman re-election

By David Dolan and Daniel Leussink

TOKYO (Reuters) - Two of the largest U.S. public pension systems have voted against the re-election of Toyota Motor Corp (TYO: 7203 ) chairman Akio Toyoda, shareholder voting records showed, sharpening the focus on the automaker's annual meeting later this month.

The California Public Employees' Retirement System (CalPERS) and the Office of the New York City Comptroller both also voted for a resolution urging Toyota to improve disclosure of its lobbying on climate change, according to online postings by the funds.

The details of the votes come after two leading proxy advisory firms last week raised issues about governance at the automaker. One of them, Glass Lewis, recommended shareholders vote against re-electing Toyoda, citing what it said was his responsibility for the lack of a sufficiently independent board.

Toyota on Friday did not immediately comment on the votes against the re-election of Toyoda.

The world's largest automaker has been a target for climate activists and green investors in recent years who say it has been too slow to roll out battery-electric vehicles.

Toyota has previously said its board meets governance standards set by the Tokyo Stock Exchange for independent oversight and it would act with "objectivity, independence and an ability to conduct appropriate supervision."

It said Toyoda, the grandson of the company's founder and its chairman, had been nominated as a candidate for director because he would push forward with Toyota's transformation from auto manufacturing to a company that also provides a range of "mobility" services and products.

Toyota's board has recommended shareholders vote against the climate lobbying disclosure proposal at its annual meeting on June 14. It said Toyota was committed to carbon neutrality by 2050 but the company needed the flexibility to make quick adjustments, including in how it makes disclosures.

CalPERS, which declined to comment, is the largest U.S. public pension fund with some $450 billion in assets under management. The New York comptroller's office oversees a pension system with $243 billion in assets under management.

CalPERS said it had voted about 20 million shares on the Toyota resolutions, less than 0.2% of the stock on issue, but it is an influential voice among global investors. The size of the stake overseen by the New York comptroller's office was not immediately clear.

Toyota shares were up 1.8% at 1,978.5 yen by the lunch break on Friday.

BOARD INDEPENDENCE

New York City Comptroller Brad Lander said the Toyota board was not adequately independent, in a statement explaining the vote by the funds it oversees.

"A board that is genuinely independent of management and appropriately focused on maximizing long-term shareholder value, can strengthen and affirm Toyota's commitment to electric vehicles," he said.

The New York pension system has also urged both Ford (NYSE: F ) and General Motors (NYSE: GM ) to move rapidly toward electrification and to disclose more about their lobbying on vehicle standards.

In April, it was one of a group of investors who urged the Tesla (NASDAQ: TSLA ) board to ensure that Elon Musk - or a successor - was dedicated to the electric car company and to implement a longer-term plan to bring in directors without ties to Musk.