Glass Lewis has issued is policy guidelines for 2016 for the Japanese market, in both English and Japanese. It is a statement of the times that Glass Lewis made a Japanese translation this year, as they have not done that in previous years. Against the backdrop of recent reform, the policy guidelines may be seen as a bit meek for case of kansayaku-style companies, although some of the provisions clearly reflect the fact that a Corporate Governance Code is now in effect.
Japan’s Antimonopoly Act (the AMA) was recently amended so as to adopt a wider and deeper scope for the surcharge system, a leniency program, and the authority to investigate criminal cases as measures to strengthen enforcement.
Excerpt: As of the last full year end for the 3,678 companies in the PacificData database, there were 4,267 Independent Directors or 10.6% of the total number of Directors. The total number of female Directors was just 966 or 2.4% of the total – well below even the 9.5% ratio of female members of Japan’s House of Representatives.
Below, one can download in Japanese Deloitte's summary of compliance with the Japan's Corporate Governance Code (CG Code) as of the end of December, 2015, which for most companies was the deadline to submit their Corporate Governance Reports (CG Reports) to the TSE.
Stephen Bohrer, an M&A lawyer at Nishimura & Asahi, recently gave this presentation at a seminar in Palo Alto on the top five issues to consider when conducting M&A due diligence in Japan (in comparison to US transactions).
Japan now again seems to be breaking out of the doldrums it has been in since the early 1990s. Even though the daily news makes one wonder, I retain my optimism and faith, based on some six decades of studying Japan and watching it grow and evolve. I have addressed this theme in previous essays, and despite the subsequent ups and downs, I believe it applies today.
To ensure its voting policies take into consideration the perspectives of the corporate governance community and the views of its institutional clients, ISS gathers broad input each year from institutional investors, issuers, and other market constituents through a variety of channels and mediums. Following the release last month of its 2016 policy survey results, ISS is now making available for public comment certain proposed voting policies for 2016.
…BUT THIS VOTING SEASON has turned into a big disappointment. Despite ISS’ shareholder-rights campaign, the presidents of Japan’s top 200 companies received median voting support of 96.6%—a 0.5 percentage point rise from 2014. Even the president of Toshiba (6502.Japan), which lost a third of its market value from an accounting scandal and write-downs, got a 94% approval rating. Some 76% and 91% of investors voted against dividend hikes and share buybacks, respectively.