The Board Director Training Institute of Japan (BDTI) - Director, governance and compliance training

How smaller companies can help the world get to net zero faster

By Helle Bank Jorgensen, CEO of Competent Boards
In the business world, the titans grab the headlines and dominate people’s thinking. Walmart, Amazon, Ikea, Unilever, Nike, Microsoft and Samsung are just some of the international giants that bestride the corporate world.

However, like a large iceberg, what goes on beneath the surface could be more important. These large corporations cannot act in isolation: their supply chains are full of and depend on the work of small- or medium-sized enterprises (SMEs). And according to the World Bank’s data, these SMEs more than pull their weight in the global economy, comprising:
90% of worldwide businesses
More than 50% of employment worldwide
Up to 40% of GDP in emerging economies
Seven out of every 10 new jobs in emerging economies

In reality, the cogs of business work well by being interconnected and interdependent. As such, SMEs have a huge — but currently understated and undervalued — role to play in the collective corporate effort to address the climate crisis and achieve net zero emissions by 2050 or sooner. It is time to turn the spotlight on the opportunities and
benefits these smaller and medium-sized businesses — and the world at large — would gain from taking meaningful climate action sooner rather than later.

Barriers to change
The links in supply chains are easy to spot. For example, a small company with vehicles for transporting its products will have Scope 1 emissions from those direct operations. However, those same emissions could form part of a much larger company’s Scope 3 emissions from indirect activity. So a simple environmental improvement by a small- or
medium-sized company, such as switching its vehicles to electric power or green hydrogen, could benefit the value chain.

CG Stock Performance (Japan): November 2022

November stocks rallied in favor of the higher U.S. stock market on the back of lower U.S. long-term interest rates. The CG Top 20 stock price underperformed both the TOPIX and JPX400 for the first time in three months.

November stocks began the month buoyed by a buy-back and then rallied on the back of the U.S. stock market, which climbed on the lower long-term U.S. interest rates as investors became more risk oriented due to the FOMC meeting summary released on November 23, which suggested a slowdown in the pace of interest rate hikes. Topix recovered to the 2,000-point level on a closing basis for the first time in about 10 months since January 12. Toward the end of the month, the market remained cautious, anticipating Chairman Powell’s speech and the upcoming employment data.
TOPIX and JPX400 indexes performed well in November, rising 2.94% and 3.36%, respectively. The CG Top 20 stock prices underperformed both indices this month with a gain of 1.47%.
Over the long term since 2014, the CG Top20 continues to outperform both indices by about 2% per year. Note that the CG Top20 has been reassessing its component stocks since July 1. The new individual stocks are listed in the table below.

METRICAL:Reason Behind the Difference in Management Between Family Companies and Others Is the Shareholding

On October 14, the Nikkei Shimbun published an article titled “The Magnetism of “Founder’s Family Companies with Reverse Strategies”: Aggressive Even in a Crisis, Corporate Governance is an Issue.” I would like to think about the points discussed in the article.

The October 14 Nikkei article outlined the following report.
Founding family companies that did not flinch in the face of the crisis and moved to a “reverse strategy” are attracting investors. Companies that made quick management decisions and expanded store openings during the COVID-19 pandemic have been unique in the stock market because of the explosive power of their earnings recovery. Weak governance, which has been a longstanding issue, has also been addressed, and money is flocking to companies that are ahead of the curve.

The Nikkei Stock Average rebounded sharply in the Tokyo market on October 14, ending the day 853 yen higher than the previous day. Compared to the end of last year, it was 6% lower. The market environment remained nervous due to strong concerns about continued U.S. interest rate hikes and economic recession. One company that has seen its share price rise steadily and more than double its appreciation rate is TKP, a major rental meeting room company. In FY02/2021, when face-to-face events decreased due to the Corona disaster, the company fell into the red for the first time since its listing. While reducing fixed costs such as personnel expenses and rent, the company remained on the offensive behind the scenes. The company aggressively purchased prime properties that were undervalued. This “reverse management strategy” is now bearing fruit. With the lifting of restrictions on activities, demand has returned, and the company is back in the black for the March-August period of 2022 for the first time in 3 years. President Takateru Kono, speaking at the October 13 financial results briefing, enthusiastically stated, “We will not only rent out space, but also provide content (such as distribution services) to increase added value.”

BDTI Year-End Donation Campaign and Update

We would greatly appreciate it if you could possibly donate to BDTI, and even if not, forward this link to any and all.  Thank you for your support !
Friends, Supporters, and Compatriots Overseas , — As the end of the year approaches, we at The Board Director Training Institute of Japan want to recognize all of the people who have helped us fulfill our dream of adequately training directors in Japan. Our small organization and its passionate team have endured for 13 years, and have managed to have an outsized impact. For a full list of our recent activities, I hope you’ll read the update below of our recent activities and milestones, to see just how much of an impact your contributions can have, and for many of you, did have.
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Every donation provides much-needed fuel for our many courses, seminars, webinars, and outreach activities in support of better corporate governance in Japan, where the market-clearing price for director training is still very low.  As you consider your tax position at the end of 2022, we humbly ask if you would be willing to contribute whatever you can to help us continue this amazing journey and the successes we’ve had.
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Crafting the ‘G’ in ESG: Accountability in the Boardroom

By the Nasdaq Center for Board Excellence ‘ESG & Sustainability’ Insights Council: Helle Bank Jorgensen, CEO, Competent Boards; Amma Anaman, Associate General Counsel and Legal Relationship Manager, U.S. Listings, Nasdaq; Chantal Wessels, CFO, Corporate Platforms, Nasdaq. First published by Nasdaq – reposted by Harvard Law School Forum on Corporate Governance

As investment in environment, social and governance (ESG) gains momentum, investors and stakeholders increasingly expect swift and concrete sustainability initiatives from companies across the globe. But boards have lagged behind the ESG fervor. While 40% of directors were found to be ESG conscious with some level of knowledge in the space, only 8% of board directors were found to be competent and capable of effective, embodied action, according to a 2021 study of the top 100 public corporations internationally.

We recently considered the evolving perspectives in ESG, as well as tools and strategies for boards to meet the ESG expectations of their stakeholders.

CG Top 20 Stock Performance (October 2022)

The stock market closed higher in October, driven by rising U.S. equity prices, which rose on expectations of a slowdown in U.S. policy rate hikes.

The performance of the TOPIX and JPX400 indexes in October was up 5.11% and 5.22%, respectively. Over the long term since 2014, the CG Top 20 continues to outperform both indices by about 2% per year. Note that the CG Top20 has been reassessing its component stocks since July 1. The new individual stocks are listed in the table below.

METRICAL: What Initiatives are Companies with High Valuations Taking?

In my previous article, Transitional companies in the prime market: to increase valuations,” I examined companies that increased their market capitalization over the December 2020-February 2022 period and found that the increase was due to higher valuations. I then examined the initiatives of the companies whose Tobin’s q increased during the period in question. I found that changes in Tobin’s q were closely related to increases in foreign ownership, and that firms with large increases in Tobin’s q showed declines in cash equivalents and total assets, suggesting that firms moved to use their assets more effectively. Related to the effective use of assets, these companies have clearly articulated the balance between investment in growth and shareholder returns in their capital allocation policies and have made efforts to communicate with shareholders and investors. With regard to board practices, the companies that significantly increased their Tobin’s q made notable improvements in ensuring the independence of their independent director ratios and compensation committees, as required by prime market listing standards. It was also inferred that the inclusion of companies that eliminated takeover defenses also contributed to boosting Tobin’s q. In light of these results, I’m now interested in what tends to happen to companies with high valuations in the first place, and would like to examine what efforts have been made to address this issue.

The table below shows the correlation analysis between the change in Metrical Tobin’s q and the change in Profile and Key Performance Indicators. Over the period, changes in Tobin’s q are significantly positively correlated with changes in market capitalization and foreign ownership. This confirms that changes in Tobin’s q (valuation) are closely related to changes in market capitalization and foreign ownership. The change in Tobin’s q also shows a significant negative correlation with the change in cash equivalents and the change in total assets. I find that firms that increased Tobin’s q tended to decrease cash equivalents and total assets during the period in question.

Why Leaders Must Adapt To Evolving ESG Demands

By Helle Bank Jorgensen, CEO of Competent Boards

Earlier this year, I took part in a fascinating session with the World Economic Forum as part of the New Champion Dialogues 2022 series. Hosted by Olivier Schwab, Managing Director at WEF, I was joined by Anushka Bogdanov, Chair and founder of Risk Insights and Jason Jay, Senior Director at MIT Sloan School of Management. 

The discussion focused on the rapidly changing picture of environmental, social and governance (ESG) requirements for companies as they come under increasing pressure from stock markets to provide transparent, measurable and comparable data on their activities. 

And let’s not forget pressure from employees, suppliers, customers and other societal stakeholders. ESG risks and opportunities are a fast-moving field, with new regulations and expectations coming thick and fast. 

It starts and ends with the board of directors

For companies that want to effectively adapt to these evolving ESG requirements, including climate change, that process must start and end with the board of directors. ESG and climate change are areas where board directors cannot provide oversight if they don’t have the insight.

METRICAL: Transitional Companies in the Prime Market: To Increase Valuations

・Is the “Plan” for Prime Market Transitional Companies Sufficient?

With the reorganization of the TSE market segmentation has started in April, each listed company has disclosed the market it chooses. Of the 1,841 companies currently listed on the TSE 1st Section that have selected the prime market but cannot meet the prime market listing criteria, 296 companies will be allowed to list on the prime market for the time being through “transitional measures.” The main criteria for prime market listing are a ratio of tradable shares of 35% or more and a total market capitalization of tradable shares of 10 billion yen or more. These companies disclose a “Plan” and apply for the transitional measures. The content of that Plan document is to present medium-term numerical targets and describe measures to achieve those targets. In the case of a company with a shortfall in the current tradable share ratio, the main measure is the elimination of cross-held shares. The problem faced by companies applying transitional measures is often the market capitalization of tradable shares, and there is no special remedy for increasing this. As far as the “Plan” is concerned, most of such companies are trying to draw a story of growth of corporate value and enhancement of shareholder returns, which will lead to an increase in market capitalization. Growth in corporate value and enhanced shareholder returns are very important themes for shareholders and investors. Only when the specifics and probability of these measures are in place can sufficient communication with shareholders and investors be achieved. If these measures are approved by shareholders and investors, they will probably bring about a change in valuations. Valuations can be considered to be built-in to the future cash flows of corporate value growth, so solid growth prospects and cash flow allocations should be required. This is true for all listed companies, not just those to which transitional measures apply. In this issue, I would like to explore some tips on how to improve valuations, one of the most important factors in determining market capitalization.

・Explore factors that can be used to enhance valuations

First, we examine which companies tend to have a higher Tobin’s q
Using the 1,487 comparable companies in the Metrical universe from the end of December 2020 to the end of February 2022, I explore the changes in Tobin’s q and effective factors over the relevant period. The table below shows the correlation analysis between changes in Tobin’s q and changes in the Profile and Key Performance Indicators for the period from the end of December 2020 to the end of February 2022. During this period, changes in Tobin’s q are significantly positively correlated with changes in market capitalization and foreign shareholding ratios. This confirms that changes in Tobin’s q (valuation) are closely related to changes in market capitalization and foreign shareholding ratios. The change in Tobin’s q has also shown a significant negative correlation with the change in cash equivalents and the change in total assets. I find that companies that increased Tobin’s q tended to decrease their cash equivalents and total assets during the period in question.

METRICAL: CG Stock Performance (Japan): September 2022

The stock market closed lower in September due to declines in the U.S. and European stock markets on concerns over rising interest rates. The CG Top20 stock price outperformed both the TOPIX and the JPX400 over the month.

The stock market was firm from the second half of the month as the U.S. market rallied in mid-September on the back of lower long-term interest rates in anticipation of a recession in the U.S. economy. Over the long term since 2014, the CG Top 20 has continued to outperform both indices by about 2% per year. Over the long term since 2014, the CG Top20 continues to outperform both indices by about 2% per annum. The CG Top 20 has been reassessed as of July 1. The new individual stocks are listed in the table below.

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