Executive Summary. This year’s analysis of our data from more than more than 4,600 hotline and case management participating clients revealed several key points ethics and compliance professionals can use to benchmark and assess their program’s performance, and move toward predictive risk mitigation. Of particular note in the 2014 data:
Category: Governance
MoFo: “Top Ten International Anti-Corruption Developments for August 2015”
In order to provide an overview for busy in–house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary resources.
OECD: ”New G20/OECD Principles of Corporate Governance Will Promote Trust and Improve Functioning of Financial Markets”
9/5/2015-As part of continuing efforts to promote market confidence and business integrity, G20 Finance Ministers have endorsed a new set of G20/OECD corporate governance principles.
Clifford Chance：”Double Derivative Suits – 2014″
One wonders how many directors at the large subsdiaries of Japaneseholding companies are aware of their potential liability from this direction.
Japanese Government Announces its Strategy on Cybersecurity – But Most Japanese Boards Lag
The Japanese government has announced its policy/strategy on cybersecurity, one of the most important emerging risk topics in foreign board rooms nowadays. The same level of concern has not quite made its way to Japanese board rooms. (Nine months ago when BDTI held a seminar on this subject, only about 25 people showed up, and most of them were from IT departments.)
An English version of the policy is available here:
Aplus Magazine: “TOSHIBA’S TRUE COLOURS” (w/quote from BDTI’s Representative Director)
Excerpt:Audit Committee under scrutiny
Toshiba was considered a reform pioneer, first appointing independent directors in 2001. But the company's five-person audit committee – of which two members were former Toshiba executives and two others lacked any business experience whatsover – was a classic study of Japan's corporate insider culture that can often create compliant committees under the thumb of management. …..While the accounting errors probably would have been hard for any audit committee to spot if managers wanted to keep them hidden, this committee composition could not possibly have helped, say Nicholas Benes, Representative Director of the Board Director Training Institute of Japan.
JURIST:”The Toshiba Corporate Governance Scandal: How Can Japanese Corporate Governance be Fixed?”- reference to board training
Excerpt: “….. It will be interesting to see what lessons are drawn from Toshiba's failure. Problems with Toshiba's seemingly well-considered hybrid approach to governance clearly illustrate the tension and difficult tradeoffs between insider and outsider perspectives.
Director:”IoD calls on businesses to take a fresh approach to corporate governance “
In a new report published today, the leading business organisation hopes its report will kickstart the debate about how to define good governance – and recognise those companies that do it best.
The Great Governance Debate: Towards a good governance index for listed companies, launched at the IoD this morning, sets out a new framework for assessing corporate governance, moving away from a focus on compliance and towards a more complex measurement which combines public perceptions with a range of objective factors.
FSA: “Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code”
1.Purpose The Japan Revitalization Strategy as revised in 2015 (Cabinet Decision, June 30, 2015) states that “we need to work actively to prevail and to promote the adoption of Japan’s Stewardship Code, established and released in February 2014 (“JSC”), and Japan’s Corporate Governance Code, which entered into force in June 2015 (“JCGC”), as ‘the two wheels of a cart’ such that the sustainable growth of companies will be promoted by both sides of investors and companies.
Further improvements of corporate governance, e.g., making governance function not only formally, but also effectively, continue to be a major agenda, and we need to link such efforts to the establishment of a virtuous economic cycle.
In this respect, for the purpose of following up with the prevalence and adoption of JSC and JCGC as well as further improving corporate governance of all listed companies, we hereby announce the establishment of the “Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code” (the “Council”).
2. Organization (1)The Council will be composed of outside experts; including members from corporate managers, local and foreign investors, and academics (the member list will be released later).
Skadden: “SEC Adopts CEO Pay Ratio Disclosure Requirements”
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by Congress pursuant to Section 953(b) of the Dodd-Frank Act. Despite much public debate and significant negative feedback on the proposed rules, the SEC adopted final requirements that are generally consistent with its initial proposal and largely without compromise on what were perceived as the most controversial issues.