These are the minutes of the meeting held on October 20, 2015. The materials that were distributed at the meeting can be downloaded at the bottom of this entry.
[Ikeo, Chairman] “Although it’s not yet the scheduled time, as all the prospective attendees are here, I’d like to open the second Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code. Thank you very much for taking the time from your busy schedule.
First, I’d like to ask the Secretariat to check whether all materials are on hand. [Tahara, Director of the Corporate Accounting and Disclosure Division, FSA] I’d like to make sure whether you have all materials which we distributed today.
First of all, we distributed Material 1 titled “Reference Data on the Board of Directors”, which is to be used for a presentation by the Tokyo Stock Exchange (TSE) representative on today’s agenda, issues related to the board.
Next, we distributed Material 2 titled “Issues related to the board, etc.”, which was prepared by the Secretariat. We also distributed the material submitted by Mr. Tsukuda. Later today, Mr. Tsukuda will deliver a presentation on that, mainly about the roles and the current state of the board. Then, although it is not an explanatory material for today’s discussion, we prepared “Responses to the Corporate Governance Code and Next Steps of the ‘Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code’” which summarized the discussion at the previous meeting upon the approval of the members.
We also prepared and distributed the English version of this material. We plan to post it later on our website as an opinion paper.
Next, Prime Minister Abe referred to corporate governance in his speech in New York. So we distributed the transcription of the speech as a reference material.
Finally, we received an opinion paper from Dr. Ueda regarding the discussion at the first meeting, and distributed the paper as well. -2-
Those are all the materials we distributed today.
[Ikeo, Chairman] Thank you very much.
Now I’d like to start the proceedings.
First, I’d like to ask the Tokyo Stock Exchange representative to explain Material 1 “Reference Data on the Board of Directors” [Watanabe, Head of Listing Department, the Tokyo Stock Exchange] I’ll explain the hand-out, Material 1, in which the board-related data is compiled.
Please turn a page. Page 2 shows which form of corporate organization stipulated by the Companies Act listed companies adopted. The revised Companies Act allows the adoption of the new form, Company with Supervisory Committee. The charts show the adoption status. As of July 2015, 158 companies or 4.5% of listed companies switched their organizational forms to Company with Supervisory Committee, while many other companies chose the form of Company with Kansayaku Board.
Next, page 3 shows percentages of Companies with Kansayaku Board and Companies with Supervisory Committee, which established optional nomination and/or remuneration committees. The left chart shows the percentages of companies which established an [optional] committee with functions equivalent to the nomination committee [of Company with Three Committees]. Among 3,410 Companies with Kansayaku Board and Companies with Supervisory Committee, 152 companies established such a committee.
The right chart shows the percentage of companies which established an [optional] committee with functions equivalent to the remuneration committee [of Company with Three Committees]. 219 companies established a committee similar to the remuneration committee.
Page 4 illustrates the trend of the board size in terms of the total number of the board members over the years. We extracted the data from “TSE-Listed Companies White Paper on Corporate Governance” which is issued once in every two years. Since 2006, there has been a declining trend in the board size. However, in 2015, the number increased after years of decline. The number of independent directors significantly increased in 2015, and that would be the reason for the increase in the board size….”
Read the remainder of the minutes: – 
Minutes (PDF:492KB)
Materials that were distributed were:
Material 1 (PDF:779KB) – Reference Data on the Board of Directors
Material 2 (PDF:60KB) – The Second Council of Experts Concerning the Follow-Up of Japan’s Stewardship Code and Japan’s Corporate Governance Code, Issues related to the board, etc.
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