Three battles in recent months have questioned how independent from management Japan's outside board members really are after nearly a decade of governance reform has sharply increased the number of independent directors. Governance experts say outside directors are only nominally independent if they have close ties to management or fail to give proper oversight. 3D, which owns more than 20% of Fuji Soft, has nominated four additional members for the company's nine-member board at Sunday's extraordinary general meeting (EGM), saying existing outside directors have failed to address years of inefficient capital allocation. The Yokohama-based firm defended its current board, telling Reuters in a statement that the independence of its outside directors "has been ensured with no conflict of interests with shareholders. JSF has a statutory nomination committee, but Strategic Capital said its inaction over the troubled practice shows the committee is dysfunctional.

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