Category: Law

The ACCJ has released a Viewpoint with recommendations regardingamendment of the Japanese Company Law, focusing on the need for independent directors on boards and proposing concrete ways to introduce legally valid board committees comprised by them to Japanese corporate governance.The full Viewpoint is on BDTI's Data Library, in the ACCJ Folder.Itsmost importantrecommendations are:

One of the oddest elements of the Dodd-Frank financial reforms is a provision requiring disclosure of a company's exposure to conflict minerals. The SEC will be policing this policy. Are there any similar sorts of disclosure requirements in Japan? Do you think that Japan should be using its corporate governance and disclosure rules to try and pursue an agenda relating to international human rights?

The SEC describes its rules as follows:

As Japan considers the creation of audit committee-style companies as part of its amendment of its Company Law, we have uploaded the following useful documents by Deloitte & Touche LLC concerning on current practices in the U.S to the data library (Foreign Folder, United States sub-folder, Deloitte folder).

On April 20, 2011, the SEC announced its plans for a roundtable to discuss benefits or challenges in potentially incorporating International Financial Reporting Standards (IFRS) into the financial reporting system for U.S. issuers.

http://www.sec.gov/news/press/2011/2011-95.htm

Users have asked us to put this question up for comments and entries. Entries can be anonymous and will be subject to the same filter as other comments: we will approve them as long as they are reasonable in tone and well-thought-out.　(Note: governance hererefers not only to corporate governance, but also to governance and oversightof the regulatory process.)

by Stephen Givens

The Supreme Court’s rejection of Horie’s appeal and the confirmation that he will serve two and a half years in prison for “accounting fraud”, five years after Horie and Murakami were initially arrested, concludes a chapter that should make us worry about the integrity of Japan’s judicial system.

On March 30, 2011, the U.K. Ministry of Justice (MOJ) announced that the
U.K. Bribery Act 2010 will be in force as ofJuly 1, 2011. Secretary of State for Justice Kenneth Clarke simultaneously published guidance about procedures that relevant commercial organisations can put in place to prevent associated persons from paying bribes – the so-called adequate procedures guidance (the MOJ Guidance). http://bdti.mastertree.jp/f/9wq8mo7c

Federal regulators have proposed a rule that, if adopted, will require all systemically important financial companies to develop comprehensive contingency plans for the orderly resolution of their affairs under the United States Bankruptcy Code. http://bdti.mastertree.jp/f/mvlozxga

The SEC has proposed rules regarding compensation committees and their use of advisors. A summary by Skadden is in the data library at http://bdti.mastertree.jp/f/0uhkbpvr

(Titles and key linksonly. For full contents, see entriesbelow.)

SEC Announces Roundtable to Discuss Potential Use of IFRS in Financial Reporting

The Meaning of Murakami and Horie

Company Law Proposal: Constraining Self Interest http://bdti.mastertree.jp/f/uiw6ncko

Why Are Outside Directors Appointed? Do They Improve Corporate Performance?