Japan’s “Asset Owner Principles”: A Step Forward, But More is Needed

(Translation-) I support Japan’s new Asset Owner Principles, but am a little disappointed that they are weak. It seems clear that one of the major purposes is to urge asset owners to sign the Stewardship Code (SC), which they should be doing already. But even that request is weak: “When fulfilling stewardship responsibilities, asset owners should consider accepting Japan’s Stewardship Code and then take actions in accordance with the Code, based on the size of their AUM and capabilities.” I would have hoped for stronger language, at least for pension funds. (Something have been suggesting since 2016. See below.)

And even though the Principles are not binding and do not more strongly ask asset owners to sign the Stewardship Code, they do not mention or clarify that overseeing their fund managers’ voting activities is one of their responsibilities, included in their fiduciary duties.

METRICAL:Why Are Companies with High Corporate Governance Practices Ratings More Profitable?

In this article, I would like to discuss what trends are seen in companies with high corporate governance practice evaluations and what relationship there is between corporate governance practices and profitability and valuations of the companies.

Since February 2018, Metrical has evaluated a universe of approximately 1,800 companies using more than 40 evaluation criteria based on publicly available information such as annual securities reports, corporate governance reports, and financial statements, etc. which are updated on a monthly basis. Metrical also divides its corporate governance analysis into Board Practices and Key Actions. This is based on the hypothesis that for value creation, which is the goal of company management, improvements not only in board practices but also in board practices lead to decisions and actions (key actions), which in turn contribute to value creation. In other words, even if the composition of the board of directors and other aspects of board practices are formally put in place, they may not be utilized in management to create value. I believe that improvement of board practices should lead to actual actions and create value, which is what corporate governance improvement should be about. Below I discuss the relationship between the Metrical CG Score, which is evaluated based on this idea, and the companies’ profitability and valuations.

METRICAL: CG Stock Performance (Japan)-August 2024

After a sharp downturn at the beginning of the month, the August stock market gradually calmed down and recovered much of the decline by the end of the month.
In August, the CG Top 20 stock market outperformed both TOPIX and JPX400 for the fourth consecutive month.

The stock market in August, which started following the 0.25% interest rate hike decided at the Bank of Japan’s July monetary policy meeting, fell sharply in confusion from the unwinding of the yen carry trade due to the significantly rising Japanese yen. Thereafter, the yen gradually regained its stability, and the US equity market was strong after passing key events such as Fed Chair Jerome Powell’s speech at Jackson Hole and Nuvidea financial results, which led to a buy-back Japanese stocks rally.
The TOPIX and JPX400 indexes fell 1.96% and 1.23%, respectively, in May, while the CG Top 20 index outperformed significantly both indices up by 2.89%.

The composites of CG Top 20 stocks has been replaced as of July 1.
The CG Top 20 has been revised as of July 1. EBARA CORPORATION (6361), TechnoPro Holdings (6028), ENEOS Holdings (5020), INNOTEC (9880), United Arrows (7606), and Persol Holdings (2181) were newly added to the list, while H.U. Group Holdings (2146), Kao Corporation (4452), Kao (4452), Wacom (6727), K’s Holdings Eisai (8282), and Trend Micro (4704) were removed. (2146), Kao (4452), Wacom (6727), K’s Holdings (8282) Eisai (4523), and Trend Micro (4704) were removed. Details of the component stocks are shown in the table below.

What Needs to be Added to the “Action Program for Accelerating Corporate Governance Reform: From Form to Substance”

Nicholas Benes
Representative Director, The Board Director Training Institute of Japan (BDTI)
(The following is my personal opinion and not that of any organization. This is a translation of the original article.)

As sent to prospective candidates to be the next Prime Minister, in no particular order:
Chief Cabinet Secretary Yoshimasa Hayashi, Minister for Foreign Affairs Yoko Kamikawa, Minister of Economy, Trade and Industry Ken Saito, Minister for Digital Transformation Taro Kono, Minister in Charge of Economic Security Sanae Takaichi, Secretary-General of the Liberal Democratic Party Toshimitsu Motegi, House of Representatives Member Shigeru Ishiba, House of Representatives Member Shinjiro Koizumi, House of Representatives Member Takayuki Kobayashi, House of Representatives Member Seiko Noda, House of Representatives Member Katsunobu Kato.

CC: Prime Minister Fumio Kishida, Deputy Chairman of the Liberal Democratic Party’s Political Research Committee Masahiko Shibayama, Parliamentary Vice-Minister of Health, Labor and Welfare of the Liberal Democratic Party Akihisa Shiozaki, Deputy Secretary-General of the Liberal Democratic Party Seiji Kihara, House of Representatives Member Kenji Nakanishi.

Japan’s Corporate Governance Code (CGC) and the investor Stewardship Code need to function as “two wheels” of a cart. I had advocated this since 2013, and when I had the opportunity to formally propose the establishment of the CGC to the Liberal Democratic Party in 2014[1], I insisted that the most important thing was to “promote the disclosure of information that enables one to verify governance structure and substance” at firms.

“Governance and oversight are more likely to function effectively on a board that has a majority of truly independent and qualified independent directors.” As of 2014, this dynamic had been recognized in many countries around the world. At the time, I thought that if companies disclosed their actual governance practices and stewardship by investors started functioning well, Japan, as a developed country, would naturally adopt a similar stance within the next five years or so.

Ten years later, however, there is still no serious discussion of these two issues in Japan. Now that global investors are paying more attention to the Japanese stock market, I believe it is time for us to confront these core issues and take the following steps to speed up Japan’s governance transformation.

METRICAL:Drivers of Corporate Governance Improvement Are the Percentage of Foreign Shareholdings

In January 2024, Japanese stocks rose sharply as overseas investors bought Japanese stocks for the first time since June 2023. There has been no change in the composition of Japanese equities driven by overseas investors, who account for over 70% of the TSE’s trading volume. Meanwhile, since the TSE’s request at the end of March 2023, listed companies have been struggling to raise their stock price valuations (P/B). We have also seen an increase in disclosures from listed companies that seem to be expecting overseas investors to buy their shares. In this article, we will focus on the ratio of foreign shareholdings and analyze the trends in companies in which overseas investors invest. The contents of this article should be of interest not only to overseas investors, but also to listed companies.

The Metrical universe of 1,822 companies (as of January 2024) is divided into five groups (30% or more, 20% or more but less than 30%, 15% or more but less than 20%, 10% or more but less than 15%, and less than 10%) based on foreign shareholding ratio and analyzed for each category. The median foreign shareholding ratio is 15%; companies with 15% or more can be said to have higher foreign shareholding ratios. Also, as discussed in my previous article “Takeover Defense Measures and Foreign Shareholder Ratio,” there is a sort of threshold at 30%. When the foreign shareholding ratio exceeds 30%, it becomes more difficult for the company to secure 1/3 of the special resolution at the shareholders’ meeting, and thus the influence of foreign shareholders becomes stronger, which in turn can be expected to improve the company’s management.

BDTI’s Director Training for Women Initiative 2024

For the third year in a row, Oasis Management Company Ltd. (“Oasis”) will support director training for women in Japan. Oasis will pay all costs for qualifying women who enroll by the end of June to take any of BDTI’s director training courses described below.  The goal of the initiative is to equip highly qualified female leaders with the skills and knowledge 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 1st to June 30th, for qualifying women who enroll to take any of BDTI’s director training courses as described below, Oasis 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 women with a broad range of experience taking advantage of this opportunity to receive director education.  (Click here to see Oasis’ press release.)

METRICAL – CG Stock Performance (Japan): February 2024

The February stock market continued to be strong from the beginning of the month.
In February, the CG Top 20 underperformed both the TOPIX and JPX400 stock indices.

Supported by high overseas stock market prices in the U.S. and other countries, the Japanese stock market was also solid throughout the month, with the Nikkei 225 hitting its all-time high in 1989 on February 22. The stocks continued to be firm toward the end of the month.
The TOPIX and JPX400 indexes gained 4.83% and 4.75%, respectively, in February, while the CG Top20 stocks underperformed against both indexes, dipping -0.97%.

The composites of CG Top 20 stocks has been replaced as of July 1.
Wacom (6727), K’s Holdings (8282), Eisai (4523), NSD (9757), and Trend Micro (4704) were new additions, while Ebara Corporation (6361), Orix (8591), United Arrows (7606), Tokyo Gas (9531) and Hoosiers Holdings (3284) were removed. Details of the component stocks are shown in the table below.

【METRICAL】Corporate Governance in Japan Is Improving, but Has yet to Take Steps to Create Value

Metrical provides monthly corporate governance assessments of approximately 1,800 companies, primarily prime market listed companies. This year, continuing on from last year, we would like to see how much progress has been made in corporate governance initiatives by listed companies over the past year.

We analyzed how much the 1,788 companies in the comparable Metrical universe improved in each evaluation category between December 31, 2022 and December 31, 2023. The table below shows the Metrical CG score, which is the overall corporate governance score, the average ROE and ROE over the past three years, the change in Tobin’s Q and foreign shareholding ratio in December 2022, December 2023, and change from 2022 to 2023, and the mean and median values.

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.