Makiko Yamazaki

TOKYO (Reuters) – Toshiba Corp’s outside directors criticized its board decisions on Monday. The criticism came as Toshiba Corp, a troubled conglomerate, is considering strategic options such as going private.

Mariko Watahiki, Toshiba’s external director and Katsunori Hayashimoto were quoted in an audit report on Monday as saying that Raymond Zage, the external director of Toshiba, expressed concern over Toshiba’s governance, breaking away from the board’s official position after a March meeting.

Zage defended himself in a statement made to Reuters. He claimed that the critics were false and that he had received a positive response from shareholders.

Watahiki also objected two of the nominations made by board members, according to company documents. Reuters published Friday’s report, citing individuals familiar with this matter. They reported that Watahiki had raised objections to the nominations and that company would, rarely, make her objections public.

Zage supported a proposal by Singapore-based 3D Investment Partners in March to solicit private equity firm buyouts. The board rejected it, but the proposal was later accepted by extraordinary shareholders.

Watahiki, Hashimoto quoted their comments as saying that “Zage’s comments” had damaged shareholder trust in the board and raised concerns about corporate governance. Even if this act is not a breaching of duty of care, it can be said that it was.

Zage stated in a statement to Reuters that the statement was inaccurate, incomplete, and misleading. It is a failure by the authors to take into account the significant positive feedback from shareholders as well the contents of substantive discussions at board meetings on this subject both before and afterwards the public statement.

Toshiba refused to comment.

Zage is also the chair of the nomination committee. This committee proposed two candidates for the board – both from U.S. activist funds Elliott Management, Farallon Capital Management. Watahiki was previously opposed to them.

Toshiba was caught in accounting and governance crisis since 2015. Since then, Toshiba has had to have tussles, including with some activist shareholder shareholders who want Toshiba taken private.

Toshiba stated last week it received 8 initial proposals to privatize it and 2 capital alliances proposals that would make Toshiba publicly-listed.