“On September 16th, 2015, the Government Pension Investment Fund has become a signatory to the United Nation’s Principles for Responsible Investment (UN-PRI) to express our attitudes to ESG issues.
Our basic perspective on ESG issues
Category: Governance
Professors Coffee and Palia: “The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance”
“VI. Conclusion
For better or for worse, two major transitions are now in progress. First, corporate governance is moving from a “board-centric” system toward a “shareholder-centric” system.249 Second, public corporations are increasingly under pressure to incur debt and apply earnings to fund payouts to shareholders, rather than to make long-term investments. Neither transition is wholly the product of hedge fund activism, but that force is accelerating both transitions.
NAVEX Global’s 2015 Ethics and Compliance Hotline Benchmark Report
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:
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.