1/19 “Director Boot Camp” Held by Zoom! Next Course: 3/29!

BDTI Boot Camp
Based on interest from participants overseas, BDTI held its English Director Boot Camp via teleconference on January 19th. The day-long intensive course was attended by highly-experienced and highly interactive participants all the way from Hong Kong, Papua New Guinia to Europe. The participants heard lectures about corporate governance by Nicholas Benes and there were lots of interactive discussion and Q&A about real-life situations on Japanese boards, and how to handle them. You get even more in the additional materials we provide in your thick binder.

【Metrical】Percentage of Female Board Members Is a Measure of a Company’s Seriousness About Improving Its Practices

Following the previous analysis of the ratio of independent directors, here is an analysis of the ratio of female board members. As you know, the Japanese government has set a target of increasing the ratio of female board members ( board directors, statutory executive officers, and statutory auditors) to 30% by 2030 for companies listed on the prime market. Using data from the Metrical Universe at the end of September, I will examine the characteristics of each group in terms of the ratio of female board members.

Of the 1,781 companies in the Metrical Universe at the end of September, 74 (4.2%) have achieved a ratio of 30% or more female directors. The government and TSE have also set an intermediate goal of appointing at least one female board member by 2025. 1,567 (88%) of the 1,781 companies in the Metrical Universe at the end of September have at least one female board member. The 1,781 companies in the Metrical universe also include companies listed outside the prime market. It also includes companies like Canon that are expected to appoint female board members at future AGMs, so it is likely that the majority of prime market listed companies will have appointed female board members by 2025.

METRICAL:Companies with over 50% Independent Directors Have High Profitability and Stock Valuations

The ratio of independent directors is on the rise, with the number of companies with a majority of independent directors (more than 50%) increasing to 280 out of the 1,781 companies in the Metrical Universe at the end of September 2023. I would like to examine the characteristics of companies with a majority of independent directors.

The chart below shows the number of companies in the Metrical universe with a majority of independent directors (more than 50% independent directors). Since there are less than 1,800 companies in the Metrical universe, the percentage of companies in the universe with a majority of independent directors (more than 50%) has just risen to 15.7% as of the end of September 2023, so it will take some time before a majority of companies have a majority of independent directors on their boards. It is likely to take some time before the majority of companies have a majority of independent directors on their boards. However, the number of such companies is gradually increasing.

METRICAL:CG Stock Performance (Japan): October 2023

In October, the stock market was in step with the U.S. stock market, which rose and fell in response to changes in U.S. long-term interest rates, and after a decline at the beginning of the month and a rebound in the middle of the month, the stock market was in a selling trend toward the end of the month.
The CG Top 20 index outperformed the TOPIX and JPX400 indexes for the second consecutive month in October.

METRICAL: Disclosure of Management Strategies with Cost of Capital and Stock Price in Mind Is Still Limited

TSE has released the material “Status of Companies’ Responses and Follow-up on “Responses to Achieve Management Conscious of Cost of Capital and Stock Prices” at the 11th Follow-up Meeting on Revision of Market Classification held on August 29, 2023. I would like to provide a summary of this document below and consider the issues discussed.

Status of display regarding “Measures to realize management conscious of cost of capital and stock price”
 Based on the corporate governance reports* of listed companies in light of the recent request for “measures to realize management with awareness of cost of capital and stock price” (compiled as of mid-July, when the CG reports of companies whose fiscal year ended in March were available).
※ The current request does not specify the documents to be disclosed, but requires that a statement be made in the CG report to the effect that disclosure has been made and the method of access to such disclosure.

Outside Director Lessons #9: Appointing the CEO

If you are ever in the situation I described in “Outside Director Lessons #8” (see link below), here is what you can do. To begin with, in that situation, you might begin before the AGM, by quietly asking the person that investors supposedly want as the new CEO, if he or she really wants the position and why. Being a CEO is always a lot of work, especially if you have other activities. The person may respond without a lot of clarity, or even signal a sort of reluctance.  That is vital information.

Outside Director Lessons #8: The Role of the Board

Before Livedoor’s December 2006 AGM, one of the other newly nominated “independent directors”,  asked me whether (if elected) I would vote to remove the current CEO. I replied that I could not answer that question, because I was not on the board yet and had no direct knowledge about what was going on inside the company, including the performance of the CEO.

In response, this director candidate responded, “But if the shareholders want that, how can we not fire him?”