From Glass Lewis' blog: In order to improve lagging corporate governance practices, the Financial Services Agency of Japan (the “FSA”) is currently in the process of establishing a Japanese version of the UK Stewardship Code, which was introduced in 2010 by the Financial Reporting Council of the United Kingdom.
Month: September 2013
World Bank-IFC’s Study of Stock Exchange Indices: “Raising the Bar on Corporate Governance”
The World Bank and IFC have just completed a major study ofCorporate Governance-based Indices (CGIs) in eight countries, concluding that they they can have significant impact on raising the bar for corporate governance. They are usually created by stock exchangs and arebased on standards set forth in stock exchange corporate governance codes. (Note: Japan has no corporate governance code, and no CGI.)
IFC- Study of Stock Exchange Indices-2013
http://bdti.mastertree.jp/f/cybqt0ik
BSR’s Report: “Trends in ESG Integration” 2009 and 2012
This is last year's report by BSR on Trends in ESG Integration, and the 2009 report on the same topic. We look forward to seeing further signs of progress:
BSR – Trends in ESG Integration – 8-2012
http://bdti.mastertree.jp/f/vrwfyha0
BSR- ESG Integration Report-2009
BSR ESG Integration Report _Sept 2009_final
Delaware: Good Faith, Entire Fairness, Enhanced Review….
We were studing the above topics recently and came across these helpful memos:
Lazarus – Independence Under Delaware Law
http://bdti.mastertree.jp/f/h4em9f7p
Dunn – Good Faith in Delaware
http://bdti.mastertree.jp/f/l3cufnqp
Siegel – Illusion of Enhanced Review – 2013
http://bdti.mastertree.jp/f/x0j7hc5w
Willkie Farr – Entire-Fairness-As-A-Limit-On-Control
http://bdti.mastertree.jp/f/ir40tsel
UK’s Code of Conduct for Executive Search Firms
The most recent version of the UK's Code of Conduct for Executive Search Firms: http://bdti.mastertree.jp/f/huwvxt5k .
ISS’ Proxy Voting Guidelines for Japan
Were are posting ISS' 2013 proxy voting guidelines to Japan to the Data Libarary, available at http://bdti.mastertree.jp/f/ec81ntbv. These contain their rule about independent directors, which seems to have had significant impact this year, and which is reproduced below:
CFA Society’s Corporate Governance Roundup (Excerpts and Link)
India
In India, the new Companies Bill passed the upper house of Parliament. The bill requires that every listed company appoint at least one-third of the total number of directors as independent directors for a maximum of two terms of three years each. A certain class of companies will be required to have at least one female director. Furthermore, directors are barred from holding more than 10 directorships in publicly traded firms.
In re Puda Coal: A Reminder About “Good Faith”
Detailed Harvard Law Blog entry below, analysis byDavis Polk here. You have to admirethe direct language in this ruling: [I]f you’re going to have a company domiciled for purposes of its relations with its investors in Delaware and the assets and operations of that company are situated in China that, in order for you to meet your obligation of good faith, you better have your physical body in China an awful lot. You better have in place a system of controls to make sure that you know that you actually own the assets.
Introduction to “Board Talk” (Blog, in the UK)
Here's a great blog about governance and boards we just found, emanating out of the UK. It is called Board Talk, and is run by Dina Medland, an independent writer, editor, FT contibutor and general expert:
http://www.dinamedland.com/apps/blog/
We like the way she writes!