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).”

Taro Kono, Could You Please Speak to the FSA and TSE?

The FSA and TSE have been assiduous in encouraging more engagement between investors and Japanese companies, and in highlighting the problems raised by the ever-increasing share of funds invested on a passive basis in the Japanese market – which is leading to a sort of “hollowing out” of meaningful feedback from institutional investors.  I would encourage anyone who reads Japanese to read the most recent Action Plan for corporate governance, especially including the reports by the Secretariat in the FSA’s May 16th meeting.  This is very commendable.

On the other hand, there is a stark contradiction between this stance and a big defect in the machine-readability of the Corporate Governance Reports (CG Reports)  submitted by Japanese companies to the JPX/TSE, which is regulated by the FSA . The defect renders a major portion of these reports almost entirely useless for rigorous analysis by computers… even though I pointed  it out some six years ago. In a word, the 11 (or more) different “disclosure items” required to included in CG Reports, which account for close to half of the meaningful information in each report, are all mashed together into one XBRL “barrel” that does not even have a standardized format.

Webinar: “Using High-Dimensional Corporate Governance Variables to Predict Firm Performance in Japan”

On June 13th, join us for a discussion showing the future of corporate governance analysis.  In this webinar we will introduce the results of leading-edge academic research to determine whether corporate governance practices and firm characteristics can be used to predict firm performance over the short-, mid-, and long-term. Earlier attempts at this research have always come with limitations or been focused narrowly on certain practices, but using BDTI’s detailed database focusing on Japanese corporate governance practices and important characteristics of all listed firms in Japan, researchers have been able to conclude that certain corporate governance practices and facts should be of interest to every investor.

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.

CG Stock Performance (Japan): November 2022

November stocks rallied in favor of the higher U.S. stock market on the back of lower U.S. long-term interest rates. The CG Top 20 stock price underperformed both the TOPIX and JPX400 for the first time in three months.

November stocks began the month buoyed by a buy-back and then rallied on the back of the U.S. stock market, which climbed on the lower long-term U.S. interest rates as investors became more risk oriented due to the FOMC meeting summary released on November 23, which suggested a slowdown in the pace of interest rate hikes. Topix recovered to the 2,000-point level on a closing basis for the first time in about 10 months since January 12. Toward the end of the month, the market remained cautious, anticipating Chairman Powell’s speech and the upcoming employment data.
TOPIX and JPX400 indexes performed well in November, rising 2.94% and 3.36%, respectively. The CG Top 20 stock prices underperformed both indices this month with a gain of 1.47%.
Over the long term since 2014, the CG Top20 continues to outperform both indices by about 2% per year. Note that the CG Top20 has been reassessing its component stocks since July 1. The new individual stocks are listed in the table below.