Author: Admin

Why Modern Corporate Structure Results in Large Ethical Lapses

2020-03-22 posted by

I was recently asked by the Japan Society of Greater Cincinnati to give the keynote speech at their conference event on the theme of “Why Good People Do Bad Things”. I decided to liven things up a bit by attempting to answer the self-posed question: “how might we design corporations if we were inventing them today [not in 1600 -1900]… in an age of huge capital pools, global warming, and an increasing number of other large externalized risks and informational (and other) asymmetries?”

See what you think of my “concept for discussion” on pages 16-19, and my reasons for throwing it out for consideration on the earlier pages. I realize some people will think this concept is a strange and unnecessary, as if the basic legal structure of the corporation is immutable, or hoping ESG integration by itself will solve most of the problems it is concerned with. However, I suspect that in the next few decades corporate law will be evolving much more so as to address the issues and concerns that I raise… even if it addresses them in a different manner. I do not believe that the present legal form of “the corporation” itself is sustainable. Over the past 100 years, too many agency problems, market distortions, asymmetries, and externalities have emerged.

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Allow Japanese Citizens to Sponsor Foreign Domestic Workers

2020-03-19 posted by 2 Comments

Prime Minister Abe’s requests to close schools nationwide, tele-work from home, and cancel sports events and public gatherings, have caused a great deal of strain on working mothers. More than ever before, now is the time when the Government of Japan (the GOJ) should be accelerating its stated policy to allow Japanese households to sponsor Foreign Domestic Workers (FDWs).

Women are being encouraged by the government to enter the labor force, with the expectation that they will become executives and join Boards of Directors. If the government expects to reach its own goal for women to constitute 10 percent all corporate directors during this year (2020), it will need to rapidly increase the range of “options” that women have for childcare and elderly care.

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Memo to Shareholders of Kirin HD, from a Director Candidate

2020-03-15 posted by

Independent Franchise Partners (IFP) has submitted a shareholder proposal nominating Kanako Kikuchi (an experienced global pharmaceutical executive) and myself as independent directors. Glass, Lewis supports electing both of us, but it seems that ISS has “split the baby” and only supports me. If investors could vote for Ms. Kikuchi as well, it would greatly help ensure that the board makes a fully informed, objective and independent assessment of the strategy on an ongoing basis.

Both of us have no past relations with IFP, and take an approach that is completely agnostic and independent of IFP’s dividend proposal. We both believe that if shareholders do not opt for that proposal, – or in any case – it is most prudent to withhold any decisions about the strategy until such time as when we are on the board and can ask questions and are privy to all internal analysis and confidential information. Therefore, we would both join the board with no pre-decision(s) made before knowing all the facts. This is the only logical position to take as a truly independent director. I have informed IFP in no uncertain terms that my philosophy and legal duty is to answer to all shareholders, and that I may well not agree with positions that IFP has taken or may take in the future. IFP has no problem with this.

Many investors may not realize that unless Ms. Kikuchi is elected, there will be no one with global biopharma experience on this board just at the time when that skill set is most needed. Given the company’s proclaimed strategy to “bridge” into health science products (which could be a good one for all I know), this is not wise and is of great concern to me.

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METRICAL: February prices fell sharply due to concerns about the spread of Coronavirus. CG Top20 stock outperforms last month, keeping pace with Topix and JPX400

2020-03-03 posted by

In February 2020, prices fell sharply in the world’s major stock markets by the end of the month, fearing that the spread of the coronavirus could spread to various parts of the world. Both Topix and JPX400 stock indices have fallen sharply to -0.59% and -0.57% respectively in the month of February. The Top20 CG rating score was -0.38%, outperforming the previous month, keeping the decline rate lower than both major stock indices. The stock prices of the 10 companies with the top 10 CG rating scores fell even less, at -0.34%.

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BDTI/METRICAL Joint Research Update: “CG Practice and Value Creation Linkage”-January 2020-

2020-02-18 posted by

Topics

  • 50%
    INEDs increased 1 company (Yamada Consulting [4792]) to 85 (86 companies
    including Toshiba) from the previous month.
  • A
    significant positive correlation was found between board practices and value
    creation (ROE, ROA, Tobin’s q) in the following

(Positive
correlation with actual ROE)

  • Ratio of female directors and
    ROE results
  • Incentive (compensation) plan
    factors and ROE achievements

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METRICAL:January Market Indices and CG Top 20 stocks edged lower amid concern about spread of Coronavirus infection after risk-on rally in the 1H of the month.

2020-02-04 posted by

Stock prices climbed in the 1H of the month on risk-on rally buoyed by hitting historical high of US market, but concern about negative impact on global economy led by coronavirus infection put downward pressure on the stocks toward the month end. TOPIX and JPX400 market indices lost -0.11% and -0.09% respectively for the month. CG Top 20 stocks soft -0.07% but outperformed against the both indices for the same period.

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METRICAL:How much do companies retire shares?

2020-02-04 posted by

We more often see the company’s posting about share repurchase lately. However, fewer companies retired the treasury shares in the past. How much companies cancel the shares? The following table shows that comparison of about the data of 1,800 Japanese companies between March 2018 and January 2020.

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A Guide to Understanding Carlos Ghosn’s “Not Guilty” Plea

2020-01-28 posted by

by Sachiko Ichikawa
Comment by Nicholas Benes

Carlos Ghosn held a press conference on January 8, 2020 to present his “not guilty arguments” regarding the alleged crime of making, or not preventing, misrepresentations in Nissan’s Security Reports. He had already disclosed the testimony he made at the Japanese court which was considering his bail in 2019. So this was the second time that he has defended himself in public.

Mr. Ghosn spent more than one hour for his presentation, and even showed many slides and materials, but his logic for insisting on his innocence was not easy to understand. To me, his 2019 testimony in court was better than his 2020 televised presentation.  In an attempt to connect the dots, this article will explain my own interpretation of what Mr. Ghosn really wanted to say.

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