Panasonic is one of the largest manufacturers of electric and electronic products globally. Background At the beginning of our engagement, the company had a large board with 20 directors none of whom was genuinely independent. Eighteen directors were company executives and the other two, while being designated as outsiders, represented financial institutions with which Panasonic has shareholding and business relationships. The board members were also all Japanese men, demonstrating a clear lack of diversity. In addition, the company’s board introduced a takeover defence scheme, a so-called poison pill, and continued to renew it at its discretion without putting it to a shareholder vote. This is despite the fact that most other Japanese companies that have adopted poison pills have sought shareholder approval at their AGMs, although these typically attract a low level of support.