Corporate Governance in Japan: Where Will It Go from Here? Where Should It? (Part 1 of a Series)

Japan has made significant steps forward in promulgating a stewardship code and a corporate governance code. Change and differentiation between companies (leaders vs. laggards) will accelerate from this point on; it is already accelerating. But how much impact will be made by the new “comply or explain”-based, potentially vastly-expanded disclosure regime, and menu of best practices that are being encouraged, will largely depend on how much investing institutions are willing to do the hard work of analyzing and comparing all this new information, assessing its true substance vs. the lack thereof, and proactively communicating with portfolio companies the kind of concrete practices and robust disclosure they would like to see next.

This Insight will be a series focusing on various issues that need to be understood and discussed deeply going forward, and will affect this process and the future evolution of governance in Japan.

”Corporate Governance: The role of institutional investors will become crucial”

In the article below, Mr. Mayajima Hideaki, a faculty fellow at the Research Institute of Economy, Trade and Industry ( REITI) reviews the characteristics of ownership structures in Japanese companies and examine what conditions are necessary to ensure the effective operation of the  corporate governance code that has been in place for a year now.

He explains how institutional investors will increasingly play a key role in dissolving cross-sharing arrangements and increasing shareholder influence.

”A Look at the Recent State of Corporate Governance in Japan”

Below is an interview on the recent state of Corporate governance in Japan that was held early this month. The interview is between Mr. Miyajima Hideaki (Faculty Fellow, RIETI / Waseda University),  interviewer and Mr. Colin Mayer (Said Business School, Oxford University), interviewee.

Mr. Mayer shares his opinions on the unique features of corporate governance in Japan, how to encourage companies to take risks, ownership structures, the role of outside directors, the comply and explain principle and the role of corporate governance in promoting strong economic performance.

”Japanese Corporate Governance from the Perspective of Family Firms”

BDTI is happy to share a Research Paper titled ”Japanese Corporate Governance from the Perspective of Family Firms” by Hokuto Dazai (Independent), Takuji Saito (Waseda University), Zenichi Shishido (Hitotsubashi University Graduate School of International Corporate Strategy; Independent) and Noriyuki Yanagawa (University of Tokyo – Faculty of Economics).

The research attempts to answer the questions: why have the performances of the Japanese Model of corporate governance (J-form firms) deteriorated since the Japanese economic bubble in the mid-1980s, and why have J-family firms generally outperformed non-family firms?  It goes on to analyze and compare J-form and J-family firms on general issues of corporate governance, including internal and external governance, internal promotion rules, long-run reward systems, and incentive mechanisms.

Interview with Mr. Tsuyoshi Maruki

An in-depth interview with Mr. Tsuyoshi Maruki, who  established Strategic Capital, Inc. in September 2012, was one of the Founding Partners of M&A Consulting (Japan’s first activist fund), and once worked “on loan” at METI (when it was known as “MITI”).

”Investors Vocal at Scandal-Hit Firms”

”Wednesday marked a peak time for this year’s general shareholders meetings among major listed firms in the nation, with severe criticisms voiced one after another toward the management of companies involved in scandals, including Mitsubishi Motors Corp. Many shareholders also raised concerns about future business performances in response to Britain’s decision to leave the European […]