Outside Director Lessons #1: Genesis of Director Training Nonprofit BDTI

On 4/16/2023 I became 67 years old. On this “occasion” I would like to ask you to consider donating to The Board Director Training Institute of Japan (BDTI), which I have led in offering director training in Japan for 13 years now, training about 3,000 persons in programs, and many more via e-Learning.  At the same time, going forward, I also will attempt to make a series of posts (on this discussion forum) a perspective or story related to corporate governance, based on recent events and my own 15 years of experience sitting on boards here, that will be light, easy reading but hopefully also be thought-provoking.

BDTI’s work is “missionary work” that requires passion and commitment. Perhaps these stories will be of interest in terms of revealing why I do what I do, the challenges that face Japan and its companies and investors, and how how they can be overcome.

Because Japan does not have a customary or mandatory requirement for serious director training, BDTI’s courses need to be “subsidized” in some way  so that we can offer high-quality programs at a price point that is low enough to attract our (overly frugal) customers, –that is to say, at prices that on a per-person-per-hour basis are one-third or less than in other developed markets.  (Even paying low salaries and donating a lot myself, this is the market reality). Moreover, “G” is the foundation on which the “house of ESG” is built, but that fact is not as widely recognized as it should be.

Solving Gender Gap in Higher Education Is Key, as Political Leadership Can’t Be Count On

The World Economic Forum (WEF) released its Gender Gap Report on June 21. I would like to discuss Japan’s ranking in the Gender Gap Index.

Japan’s ranking in the Gender Gap Index is as follows.
Among the G7 countries, Germany was the top-ranked country in 6th place, up four places from 10th the previous year. It was followed by the United Kingdom (15th), Canada (30th), France (40th), the United States (43rd), and Italy (79th). Japan was the only country that did not even make the top 100, falling nine places from 116th the previous year to its lowest ranking ever. The percentage of women in parliamentary and ministerial positions is low, and the country is in the lowest group in the political field, ranking 138th. Japan also ranked 123rd in the economic field, reflecting the labor participation rate and the gender gap in wages. In the education sector, the country also fell in rank to 47th place due to a lower enrollment rate of women in higher education.

The Gender Equality Bureau of the Cabinet Office, which promotes “women’s activities” rather than gender equality, usually posts a statement on the Gender Gap Index on its website, but although Japan’s ranking in the Gender Gap Index of 125th/146th countries (announced on June 21, 2023) is posted, the rankings for each field have not yet updated as of June 24.

Discussion Point 1: “Japan’s ranking in the Gender Gap Index is 125th/146th, a drop of nine places from 116th place last year and a record low.”
Since the Gender Gap Index rankings are relative, it is only natural that the country’s ranking would be lower than the speed at which the gender gap in other countries is improving. The main reason for this is that the ranking in the areas of “Politics” and “Economy” has not improved at all from its very low ranking position, compared to “Education” (99.7%) and “Access to Health Care” (97.3%), when looked at by sector.

METRICAL: Share Buybacks Are Likely Due to Reduction of Shares in Retirement Benefit Trusts and Policy Holdings

Since the disclosure regarding retirement benefit trusts was made by NSK on April 20, I would like to share my thoughts on the issue of policy shareholdings and deemed shareholdings held in retirement benefit trusts.

On April 20, NSK issued a disclosure titled “Notice of Partial Return of Retirement Benefit Trust.” The contents of this disclosure were as follows: “The pension assets including the retirement benefit trust are significantly overfunded in relation to the retirement benefit obligation, and this situation is expected to continue in the future, so we sold part of the shares in the trust in the fiscal year ending March 31, 2023. The partial return of the retirement benefit trust is expected to result in an extraordinary gain of approximately 10 billion yen in the non-consolidated accounts (there will be no impact on the consolidated income statement for the fiscal year ending March 31, 2024).”

Director Skills in Japan: The Picture Worth 1,000 Words

Take a look at the chart below, from materials recently published by the FSA’s Committee on the Stewardship Code and the Corporate Governance Code.  This is from an analysis of ALL directors (both executive and non-executive) at TSE1 firms that disclosed a skills matrix in 2019.  From left to right, the categories are: a) technology; b) finance and/or accounting; c) executive management experience; and d) global (international) experience.  Can you guess which country is the dark blue bar?  Yep, that low guy is Japan. Right across the board.

Director skill gaps in Japan - BDTI

METRICAL : CG Stock Performance (Japan) for April 2023

The solid U.S. stock market, which has settled down from last month’s financial system unrest, led Japanese stocks to move higher toward the end of the month.
The CG Top20 stock price index significantly outperformed both TOPIX and JPX400 for the second consecutive month.

The stock market rallied toward the end of the month on the strength of U.S. stock prices as U.S. stocks gradually calmed down from the financial system unrest triggered by the failure of the Silicon Valley Bank in the U.S. On the last day of the month, the Bank of Japan’s monetary policy meeting maintained monetary easing, and stock prices rose sharply.

BDTI Director Training for Women Initiative 2023

 

The Board Director Training Institute of Japan (“BDTI”) will again announce this year an initiative to sponsor board director training courses for women. The goal of the initiative is to equip highly qualified female leaders with the skills and training needed to succeed as board directors, and to proactively address the imbalance in board gender diversity in Japan by growing the pool of board-ready, qualified female director candidates.

Starting April 3rd, for qualified women who enroll to take any of BDTI’s director training courses as described below, one of the generous sponsor companies will cover all costs.  These Japanese and English-language training programs have been designed by leading experts in Japan to prepare candidates to serve as directors, statutory auditors, and executive officers in Japan. We look forward to many qualified woman taking advantage of this opportunity to receive director education.

Information &  Procedures for Application

【Applications】

Accepted from April 3, 2023 until funds depleted. Sponsors will determine whether to award scholarships to applicants. Scholarship applications are reviewed on a first-come, first-served basis, so please send your outline resume as soon as possible.

BDTI Update, Plans for Next Year, and Scholarships Initiative

As the pandemic wound down through 2022, BDTI returned to in-person training. During FY2023, fully 55% of the participants in our “open enrollment” programs were women, thanks in large part to a generously sponsored program that funded “training scholarships” for women. The year before, the equivalent figure was only 32%. We would like to maintain this level of 50%+ female participation in order to spread knowledge of governance and directorship skills throughout all of Japanese society, which is BDTI’s core mission, and to promote the active inclusion of women in director and executive roles as part of that mission.

According to a METI survey, only 20% of listed companies are “taking action on director training”. In addition, while the CGC and related rules have enhanced disclosure, this new data is significantly underutilized. In FY2023, BDTI plans to intensify its activities to increase the quality and breadth of its programs, and to provide disclosure “big data” which facilitates effective stewardship and thereby improves the economy. To achieve our goals, we need to ask for your kind financial support.

We are pleased to report on our activities through March 2023 and our planned activities for the fiscal year 2023. The same information is also available in PDF format.

METRICAL: How Far Has Corporate Governance Progressed in 2022? (1) ~ Board Practices Section

Metrical provides monthly corporate governance assessments of approximately 1,700 companies with market capitalization exceeding approximately 10 billion yen, primarily those listed on the TSE 1st Section. This year, continuing on from last year, I would like to see how far listed companies have progressed in their corporate governance efforts over the past year.

The chart below shows the changes in each of the evaluation items for approximately 1,700 companies in the Metrical Universe over the past 3 years (December 2020, December 2021, and December 2022). Metrical divides the evaluation items into Board Practices and Key Actions. This time, I will look at the Board Practices section. Let’s take a look at them in order.

The first chart shows the distribution of Metrical CG scores, which represent the overall corporate governance rating of a listed company across a number of corporate governance measures. The distribution of scores in December 2022 is indicated by purple bars. distribution of the bars shows that the distribution of the bars moves to the right (toward higher scores) with each subsequent year, from December 2020, December 2021, and December 2022. It can be inferred that listed companies have advanced their corporate governance initiatives in response to the revision of the Corporate Governance Code in 2021 and the market reorganization of the TSE in 2022. Let’s take a look at the contents of these efforts by evaluation item below.

METRICAL: CG Stock Performance (Japan): December 2022

The stock market ended December with a sharp decline after the Bank of Japan announced operational revisions to its interest rate operations at its monetary policy meeting. The CG Top20 stocks underperformed both the TOPIX and JPX400 for the second month in a row.

December stock market was unable to find a sense of direction until the middle of the month as investors watched the monetary policy of the U.S. FOMC meeting. The stock market fell sharply immediately after the Bank of Japan decided to expanded the range of the long-term interest rates from 0.25% to 0.5% at its monetary policy meeting on December 20. After that, stocks closed lower with no sign of a rebound. While bank stocks rose sharply in response to the interest rate hike, notable declines were seen in other stocks, especially growth stocks.
The TOPIX and JPX400 indexes fell -4.79% and -4.87%, respectively, in December performance. The CG Top20 stock index underperformed against both indices, falling -5.59%. Over the long term since 2014, the CG Top20 continues to outperform both indices by about 2% per year. The CG Top 20 stocks have been revised on July 1. The new components are listed in the table below.

METRICAL: Mismatch Between Documents Needed by Foreign Investors and Those Translated in English by Companies

The TSE disclosed the Survey of the Status of Disclosure in English as of the end of July 2022 on August 3, 2022, and I would like to discuss the issues.

At the beginning of the disclosure document, the TSE states the following In the beginning of the disclosure report: “In order to clarify the situation after the transition to the new market classification in April 2022, we conducted a survey as of July 2022 and compiled the results of the survey. For companies listed on the Prime Market, a market for companies focused on constructive dialogue with global investors, the percentage of companies disclosing in English reached 92.1% (85.8% as of December 31, 2021), indicating that listed companies have made some progress in English-language disclosure since the transition to the new market classification. On the other hand, even for timely disclosure documents (excluding financial statements) and annual securities reports, which were required to be disclosed in English by more than 70% in the survey of overseas investors conducted last year, the percentage of companies listed on the prime market that disclose in English is still less than half. The Corporate Governance Code, which has been in effect since the transition to the new market classification, states that “Prime market listed companies, in particular, should disclose and provide required information in English in their disclosure documents” (the second sentence of Supplementary Principle 3-1). Further progress is expected toward expanding the scope and content of English-language disclosure and eliminating differences in the timing of disclosure.”

As stated in the statement in the TSE’s summary of survey results above, many listed companies in the prime market translate some documents into English. The increase in the number of companies disclosing in English can be evaluated to a certain extent. However, the fact is that the TSE has only just begun, and as the TSE also states in the latter part of the statement, very few companies are disclosing important disclosure documents, such as annual securities reports, in English. The importance of the annual securities report is further increased by the fact that sustainability items are planned to be included in the report from the next fiscal year, instead of being submitted quarterly. Below are the results of TSE’s survey.