February 17th Director Boot Camp – Another Successful Program! Next Course: April 20th

On February 17th, BDTI held its English Director Boot Camp , attended by a number of experienced participants. Participants from various companies heard lectures about corporate governance and related topics by Nicholas Benes and Andrew Silberman of AMT, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by Cosmo Public Relations, a leading communications and PR firm in Tokyo.

Thank you all for your active participation!

We are planning to hold the next course on April 20th. Sign up early!

 

”Global and Regional Trends in Corporate Governance for 2017” by Russell Reynolds Associates

”Russell Reynolds Associates recently interviewed numerous institutional and activist investors, pension fund managers, public company directors and other governance professionals about the trends and challenges that public company boards will face in 2017. Our conversations yielded a wide array of perspectives about the forces that are driving change in the corporate governance landscape.

”OECD Survey of Corporate Governance Framework in Asia”

”The Organisation for Economic Co-operation and Development (OECD) has recently released a report of a survey that was conducted based on the responses to a questionnaire on corporate governance frameworks that was disseminated to partner organisations in the 14 participating Asian jurisdictions in May 2016. These included Bangladesh, China, Chinese Taipei, Hong Kong, India, Indonesia, Korea, Malaysia, Mongolia, Pakistan, Philippines, Singapore, Thailand and Vietnam.

The survey which is a useful document to all stakeholders that are working towards  corporate governance reforms in the region is a reflection of current status of practices and standards. Role of stakeholders, disclosure of related parties, shareholder rights, board and ownerships structures are some of the key areas highlighted.”

Read the  full report here.

The Director’s Chair: The Many Roles of the Board Director

A personal perspective from 25 years in risk management

The world is getting smaller, more intense, and risks are amplified for the same reasons. All business operates within interlinked networks we refer to as an eco-system. The business eco-system has similarities to the ones found in nature, notably the mutual interdependence of many ostensibly autonomous participants, the flow of energy, information – and money – and the subtle interplay of supply chains. This interdependence and complexity – as well as the possibility of harmful predators, unanticipated disruptions, man-made or natural – provide a broad set of ongoing challenges for corporate management, in Japan and elsewhere. Collectively, we can categorize these challenges as risk management.

In this essay I will examine the multiple roles and tasks of the independent outside Director in a Japanese company with publicly listed shares, but these observations apply to many senior managers in supervisory roles. There is a saying, where you stand depends on where your sit. The independent Director sits near the top of the company’s decision-making and control apparatus but as a rule does not have executive or functional responsibility. He stands apart from active management in an oversight role. Let’s take a closer look at this role.

December 15th “Director Boot Camp” – Another Successful and Enjoyable Program! Next Course: February 17th

On December 15th, BDTI held its English Director Boot Camp , attended by a number of experienced participants. Participants from various companies heard lectures about corporate governance and related topics by Nicholas Benes, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by Cosmo Public Relations, a leading communications and PR firm in Tokyo.

We are planning to hold the next course on February 17th. Sign up early!

”Japan’s Coming Shareholder Revolution” (written in 2001!- perspective from the past)

Here is an article I wrote in 2001, about the topic in the title. It makes interesting reading some 15 years later. While I may have made correct call… obviously I was a bit too early! It has taken a lot more work, by many persons, for Japan to move as far as it has come in the past years…and the job is not done yet.

“Last month, the Life Insurance Association of Japan published a survey of 561 public companies and 122 institutional investors, focusing on corporate governance and investor relations practices. The results exploded some myths regarding the supposed lack of support for modern corporate governance concepts among institutional shareholders in Japan. Japanese investors are in effect saying: “We want transparency and clear accountability, independent outside directors on boards, and independent board committees.”

The very fact that the survey addressed these topics is a breath of fresh air. Japan’s institutional investor community is weighing in on the emerging debate over corporate governance. It is none too late. Although they should be the most directly motivated constituency, institutional shareholders had been conspicuously quiet. Like most of Japan’s institutional investors, insurance companies have feared a backlash if they took a stance opposed by certain senior executives and politicians. They feared imperiling governmental assistance with industry cleanup, as well as losing insurance and pension business from companies in which they hold stock.

Logic and hard realities are finally coming to the fore. And the investor community will become more vocal as competition heats up in the fund management industry. Investment advisor companies, known as (toshi komon ), compete on the basis of investment returns and prudent decision-making, and do not have other businesses that might fear adverse repercussions.

Glass Ceilings or Sticky Floors? An analysis of the gender wage gap across the wage distribution in Japan, by HARA Hiromi (Japan Women’s University)

Abstract

This study examines the gender wage gap across the wage distribution in Japan using large sample data for 1990, 2000, and 2014. The results of the Firpo-Fortin-Lemieux decomposition show that the part of the observed gender gap that is not explained by gender differences in human capital is larger at the top and at the bottom of the wage distribution, indicating that both a glass ceiling and a sticky floor exist for women in the Japanese labor market…….

”Abenomics & Inclusive Growth” by Aoyagi Chie and Giovanni Ganelli

”In the last few years, policy makers in Japan have embarked on an ambitious effort to decisively get the economy out of deflation and revive growth. This policy approach, which has been dubbed “Abenomics” after Prime Minister Shinzo Abe, comprises three so-called “arrows”, namely monetary policy, fiscal policy, and growth enhancing structural reforms. In this article, we seek to evaluate the effects of Abenomics’ reforms in terms of inclusiveness. Inclusive growth is a multidimensional concept and the notion has varying definitions, interpretations and connotations. To study the degree of inclusiveness of the Japanese economy, we will first review trends in equity, and then refer to econometric studies attempting to assess how implementation of Abenomics is expected to affect inclusive growth…..”.

Read full article here.

A Study of Cross-Shareholding

Cross share holding is still a big issue in Japan, as the cancellation of shares and return on shareholders equity remain slower to improve. This report shows this evidence clearly, using analysis of 500 companies of core research universe as of August 2016. Average ROE and CG scores for 50 largest cross share holdings/sales companies were lower than those for overall 500 companies. A half of 50 companies are banks and those holdings have not really decreased for a year. Due to accountability to shareholders, companies should disclose cost/benefit on the holdings that put downward pressure on ROE by earning only dividends. Detail is shown as link below.

http://www.titlisgroup.com/mwbhpwp/wp-content/uploads/Cross-share-holdings20160905.pdf

Companies Improved CG Scores 09/2015-09-2016

Titlis updated companies in Japan improved CG scores from 09/2015-09/2016, following the previous posting of Attribution of change in CG score. Of 455 companies 7 companies removed takeover defense and many companies moved to improve board of directors at slower but steady pace. This is not enough but we should positively appreciate further effort in near future. Meantime share holding and share cancelation that would put positive pressure on return on shareholders’ equity have shown little improvement.

http://www.titlisgroup.com/mwbhpwp/wp-content/uploads/CGscore-improvement20161007sample1-2.pdf