Category: Governance

FSA: “Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code”

2015-08-08 posted by

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).

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Skadden: “SEC Adopts CEO Pay Ratio Disclosure Requirements”

2015-08-07 posted by

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.

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Ethical Boardroom:”Japan’s shareholder Rights and The Arms of The Revolution”

2015-08-04 posted by

“Japan’s return on equity (ROE) revolution is now underway and is evolving into a revolution in corporate productivity and return on investment underpinned by Japan’s Corporate Governance Code, which established fundamental principles for governance at listed companies in Japan, and Japan’s Stewardship Code, which established principles for institutional investors.

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Results of First Round of Submissions of “Corporate Governance Reports” to the TSE

2015-07-31 posted by

In a filing with the Tokyo Stock Exchange, MUFG said it tested 3.8 trillion yen ($30.6 billion) worth of shares, about 70 percent of its cross-shareholdings, against the new criteria. About 20 percent of the shareholdings tested do not meet the criteria and the bank will consider selling them unless their returns improve, it said.

The bank did not disclose the specifics of the criteria, but said both direct and indirect returns of the holdings are taken into consideration in determining whether they are met or not. MUFG did not specify by when the returns need to improve before it takes a decision to sell the shares.

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The Wall Street Journal:”Japanese Companies Are Haunted by’Ghosts In The Boardroom”

2015-07-24 posted by

(Excerpts ) — “Toshiba isn’t unusual in keeping “ghosts in the boardroom,” as Nicholas Benes, head of the Board Director Training Institute of Japan, describes former executives who stay on the payroll in an advisory role. He estimates that 80% or more of large Japanese companies have such posts. Many top executives in Japan, where CEO pay is lower than in the U.S., consider them an entitlement, to supplement their pensions.

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