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Excerpts from a summary of pointson Gerhard Fasol's blog, based on an evening of brainstorming by Mr. Yashiro at the University of Tokyo –
2. The Japanese-style board structure is not appropriate to ensure sound corporate governance.
In Japan, Board Members are almost always managing employees of the company, so the question arises who’s interests they represent on the Board. Do they represent the interests of the institution (the company), the employees or the interests of the shareholders.
This one-dayintensive program teaches participants the key legal and corporate governance knowledge they need to responsibly serve on, report to, or analyze boards of Japanese companies, both public and private. The course consists of short lectures interspersed with ample time for interactive discussion and questions-and-answers about real-life situations that occur on boards, and how to handle them. The course is usually good fun for everybody, since we all learn from each others' experiences, as well as from BDTI. The program will cover topics such as:
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.
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
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
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
The most recent version of the UK's Code of Conduct for Executive Search Firms: http://bdti.mastertree.jp/f/huwvxt5k .
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:
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.