Asian exchanges push for greater ESG disclosure to woo investors
”Asian stock exchanges are seeking to improve the region’s historically weak record of environmental, social and governance (ESG) disclosures.
Category: Governance
KKR & Co. LP: ”Strengthened Corporate Governance Will Help Drive Japan’s Economy”
”Japan, the question of value creation has become increasingly important as corporate governance evolves and Japanese industry restructures in the era of Abenomics, Prime Minister Shinzo Abe’s plan to jolt the world’s third-largest economy.
VIDEO – ”Assessing Abe’s Third Arrow: Corporate Governance Reform in Japan”
”As doubts persist about the progress of Prime Minister Shinzo Abe’s “third arrow” structural reforms to lift the Japanese economy, corporate governance is one area where change has been visible over the past three years: a new Stewardship Code for institutional investors, a Corporate Governance Code for companies themselves, a new JPX-Nikkei 400 index with minimum ROE and independent director requirements for inclusion, and efforts to increase the number of women on corporate boards and in senior management. How will these changes affect the performance of Japanese companies? What are the implications for the Japanese economy and for the success of Abenomics? What more could be done? As part of our continuing examination of major trends in the world’s third-largest economy, the CSIS Simon Chair will host experts from government, business, and academia to discuss Japan’s recent corporate governance reforms………..”
The Recorder: ”DOJ Sweetens Rewards for FCPA Cooperation”
”SAN FRANCISCO — The U.S. Department of Justice on Tuesday launched a pilot program that could significantly reduce the criminal penalties for companies that self-report violations of the Foreign Corrupt Practices Act.
Bloomberg: ”Loeb Prevails in Latest Crusade to Reform Corporate Japan”
”The idea of an octogenarian CEO in questionable health ousting a potential successor to make way for his own son would be met by hackles, maybe even outright laughter, by many corporate governance experts and shareholder activists in the U.S. and Europe. Yet that’s what Dan Loeb accused Seven & i Holdings Co. Chief Executive Officer […]
ACGA’s Feedback to FSA on Japan’s Governance Code: Training by Specialist Providers Important
”………Experience shows that the implementation and evolution of “comply and explain” can take a long time to develop, but there are opportunities to accelerate this transition. The Follow-up Council may wish to consider how to guide and assist Japanese listed companies and domestic institutional investors to understand and implement good disclosure. For example, the Council could advise the FSA to do the following:
Bloomberg : ”Japan Inc. Fights Back on Governance Overhaul as Waste of Time”
”Many Japanese companies aren’t happy about the biggest overhaul of corporate governance in decades — and they’ve been letting the world’s biggest pension fund know.
GPIF: ”Summary Report of Listed Companies’ Survey about Institutional Investors’ Stewardship Activities”
Ⅰ. Purpose of the Survey
The Government Pension Investment Fund, Japan (GPIF) conducted our first survey to JPX Nikkei Index 400 companies to evaluate stewardship activities of our external asset managers and to grasp real situation of constructive dialogues. As we stated in “Summary Report of GPIF’s Stewardship Activities in 2015” dated of 29th January 2016, it is our intention to raise the standard of dialogues between institutional investors and Japanese companies.
Daniel E. Wolf et al ：”Social Covenants in Mergers: Legal Promises or Moral Commitments?”
‘With the return of acquirer stock as a featured form of consideration in many recent deals, dealmakers are once again focusing on “social” issues in striking a merger agreement. As compared to most straight cash takeovers where price garners the overwhelming share of, if not exclusive, attention, an acquisition featuring stock consideration, and especially a so-called merger-of-equals, often involves significant discussion between the parties of softer issues, including governance, board composition, management, people, and corporate identity (e.g., corporate and brand names, headquarters and facility locations, and charitable and community commitments). A number of deal developments over the last few years highlight some of the risks and considerations unique to these social terms.
Terry Lloyd: ”Sharp: How Not to Sell a Company in Japan”.
E-biz news in Japan
”Late last week, Mr. Terry Gou, the CEO of Foxconn Technology Group (also known as Honhai) signed a JPY389bn deal to take control of Sharp, one of Japan’s bedrock electronics firms. The signing came after a protracted cat-and-mouse game played between Mr. Gou, the management of Sharp, and in the wings, the public-private INCJ fund. Mr. Gou showed consummate deal sense in luring Sharp’s board with a much more attractive offer than the government’s INCJ (which wanted to break up the firm) then drag out the negotiations as Sharp was facing a possible collapse. Lastly, with impeccable timing he sprang a last minute demand to reduce the deal price by 20% and completely out-maneuvered, Sharp’s executives and shareholders, who eventually caved in and agreed.