“What They Do With Your Money: How the Financial System Fails Us and How to Fix It”

Based on the theory that responsible behavior by institutional investors hinges in turn on stimulating a population of active citizen investors, I am attaching two of my recent articles drawn from the new book “What They Do With Your Money: How the Financial System Fails Us and How to Fix It”, by Jon Lukomnik, David Pitt-Watson and me (Yale University Press, just out). The official book launch took place on June 7.

The first article, published on the Harvard Law CG blog, sets out the costs to society and individuals when citizen investors are missing in action, and offers several proposed fixes:
https://corpgov.law.harvard.edu/2016/06/02/how-the-financial-system-fails-us-and-how-to-fix-it/

HBS Professors: American Managers Seek to Avoid Legitimate Shareholder Proposals

In this paper, HBS Professors Suraj, Srinivasan, and Vijayaraghavan analyze the period 2003-2013 and conclude that US managers often seek to avoid listing legitimate shareholder proposals in the proxy materials.  This is a stark contrast to the situation here in Japan, where executives must include virtually any shareholder proposal in the proxy, even if strange or rude.

Research by Ahmed Zemzem: ”Japan’s Corporate Governance Structures and Credit Rating”

‘Abstract: The aim of our research is to investigate whether good governance is associated with higher credit rating in Japanese firms. Mainly, this research seeks to examine the effect of governance attributes namely those related to the board and ownership structure besides quality of information on credit ratings. Empirical analyses are conducted from a sample of 75 Japanese firms listed on Topix 100, over the period 2006- 2013 using Ordered Probit regression. The study shows that good governance is associated with higher credit rating and suggests that active monitoring by independent directors and better disclosure mitigate agency conflicts and protect the interests of debtholders……”

Japan’s METI-led “Sustainable Value Creation” Investment Push

“The Study Group on Investment for Sustainable Value Creation established by Japan’s Ministry of Economy, Trade and Industry (METI), disclosed its minutes in April after three meetings in February and March. The objective of the Group is to find some common foundations for action by companies and investors on two main issues:

1) Measures to effectively utilize various kinds of capital and make decisions on investment for sustainable value creation.
2) Evaluation of information that investors use and proposed improvements for this and better corporate/investor dialogue. (…)

https://www.jri.co.jp/MediaLibrary/file/english/periodical/CSRTrendReport_201606.pdf 

Financial Times: ”String of scandals puts Japanese investors on edge”

The FT comments on what seems to be a string of scandals in Japan.  It is our opinion that such governance or compliance issues are not necessarily more frequent than in other developed nations – it is difficult to compare – , but (1) they arise from different gaps in governance and management structures; and (2) whistle-blowing is becoming more frequent in Japan.

”From carmakers and electronics groups to housebuilders and the constructors of the nation’s roads and runways, a government-led transparency drive has accelerated a record surge of accounting and data fraud scandals across corporate Japan.

The Canadian Business Journal: “Japanese Corporate Governance Codes in Global Investors Spotlight”

”NEW YORK, NY–(Marketwired – May 31, 2016) – Institutional Investor, a world leading financial information company founded in 1967, is pleased to announce the results of the 2016 rankings of Japan’s top CEOs, CFOs, Investor Relations Officers and Investor Relations Departments. Institutional Investor’s CEO, David Antin, is the founder of the Executive Team rankings, which are supported by deep data and have become a key benchmark globally. This year, 443 Japanese companies received nominations across 25 business sectors. Corporate governance proved a key factor in determining the winners.

Paula Loop & Paul Denicola: ”Investors and Board Composition”

”In today’s business environment, companies face numerous challenges that can impact success—from emerging technologies to changing regulatory requirements and cybersecurity concerns. As a result, the expertise, experience, and diversity of perspective in the boardroom play a more critical role than ever in ensuring effective oversight. At the same time, many investors and other stakeholders are seeking influence on board composition. They want more information about a company’s director nominees. They also want to know that boards and their nominating and governance committees are appropriately considering director tenure, board diversity and the results of board self-evaluations when making director nominations. All of this is occurring within an environment of aggressive shareholder activism, in which board composition often becomes a central focus………”

Ernst and Young: ”Navigating disruption without gender diversity? Think again.”

”Summary: What is the link between disruption and gender diversity? Innovation. In our experience, the way to spark innovation is to harness the power of different ideas from diverse groups of people who are supported by an inclusive culture. Part of this equation is gender diversity.

Companies that want to survive these challenging times will need to tap into a range of opinions, ideas and experiences. Successful leaders must anticipate and address the sweeping changes in global demographics and advances in technology to create an environment where people and ideas flourish. And improving gender diversity, not only in senior leadership but also across the talent pipeline, can help…. ”