http://bdti.mastertree.jp/f/r8oy9juw(Excerpts here; download below) – The ICGN welcomes the opportunity to comment on METI’s project entitled “Building Favorable Relationships between Companies and Investors” arising from the Ito Review and we draw upon the experience of our members in providing our response. In addition, ICGN has adopted statements of principles and best practice guidance that bear on a number of the questions raised in the consultation.
In particular we refer you to the recently published ICGN Global Governance Principles which apply to both companies and investors and are accessible on our website. The ICGN Statement of Principles of Institutional Investor Responsibilities also clarifies the responsibilities of investors both in relation to their internal governance and their external role as investors in companies and other assets.
We would like to refer METI to the ICGN response to the Council for Experts on the publication of the Japanese Stewardship Code dated 8 February 2014. In the letter we respectfully recommend that a review of the 2004 Principles of Corporate Governance (published by the Tokyo Stock Exchange) be undertaken. This is particularly appropriate given the introduction of the Stewardship Code and would be helpful in making further formal progress in building consensus around governance standards for companies as well as investors.
By encouragingand facilitating open and constructive discussions on a wide range of issues including those presented in this Ito Review. A Corporate Governance Code that reflects local characteristics and key issues would play a crucial role and add real value in the market.
In addition, the ICGN welcomes the increasing number of independent directors being appointed to boards in Japan and we encourage all companies to embrace this trend. ICGN strongly believes that an effective board should comprise a majority of non-executive directors, many of whom are independent. There should be a sufficient mix of individuals with relevant knowledge, independence, competence, industry experience and diversity of perspectives to generate effective challenge, discussion and objective decision-making….