2/9 “Director Boot Camp” Held by Zoom! Next Course: 2021.04.07!

On February 9th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via teleconference. The day-long intensive course was attended by 10 highly-experienced and highly interactive participants. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences […]

METRICAL:Post-COVID-19 Focuses on Family Companies

The environment surrounding our business is changing significantly in line with changes in social life due to the spread of the new corona virus infection. The biggest challenge for management is to adapt to these changes in the environment with a post-corona scenario in mind. We believe that one of the keys to adapting to these changes in a timely and flexible manner is management leadership. We expect to see a lot of interest in the relatively fast-moving family-owned companies. In the past, METRICAL research has shown that companies owned by founder’s families with 20% or more of their companies performing significantly better than average. We would like to focus again on the latest data. The following two charts show the distribution of ROE (actual for past 3-5 years) and Tobin’s Q between family-owned companies (those with 20% or more ownership) and the universe of 1,743 firms, with both ROE and Tobin’s Q being higher for family companies than for the universe of 1,743 companies’ distribution. It remains to be seen whether the family companies will be able to adapt to these changes at a rapid pace and achieve higher profitability, which will be reflected in their stock performance.

METRICAL:CG Stock Performance: November 2020

November stocks surged on global upswing.
CG Top 20 stocks under performed slightly against TOPIX and JPX400.

Stock prices rose Jumped in November on expectations of an economic recovery after Pfizer filed for a new coronavirus vaccine and further liquidity expansion following the U.S. FOMC meeting.

TOPIX and JPX400 indices gained 10.67% and 11.72%, respectively, during the month, while the CG Rating Top 20 ended the month with a 9.16% gain, which was not as large as the two indices.

METRICAL:CG Top 20 Stocks Fell With Underperformance Against TOPIX and JPX400

After an upward trend through the previous months, stock prices fell toward the end of the month in October on concerns about the rising number of coronavirus cases in Europe and North America. The CG Rating Score Top 20 stock indexes significantly underperformed the two indices. CG Top 20 stock prices fell 5.41% in October, while TOPIX and JPX400 closed down 2.81% and 2.75% respectively. However, the cumulative return of CG Top 20 stock prices kept significant outperformance against the both indices (see chart below).

September 3rd “Director Boot Camp” Course Held by Video Conference! Next Course: December 2nd, 2020!

On September 3rd, in the midst of the Corona virus pandemic, BDTI held its English Director Boot Camp via teleconference. The day-long intensive course was attended by 8 highly-experienced participants, including one Chief Executive Officer, two Consultants, one Statutory Auditor, Managing Directors and senior executives. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences and opinions. Even during a pandemic, training continued smoothly, with all participants able to review materials in more depth.

We are planning to hold the next course via teleconference on Wednesday, December 2nd, 2020. Sign up early! Please see a description of our director training course here or click the button below for further information.

Japanese Courts Must Backstop Protections for Minority Shareholders

“In all three transactions, minority shareholders face a decision. Either accept the offered price or resist, by refusing to tender their shares or petitioning a Japanese court to review the price. The most significant question facing Japanese corporate governance today is whether Japanese courts will intervene and backstop special committees and boards of directors that are not doing their jobs.”

The New Whistle-blower Protection Bill, from the Perspective of the Olympus Case

The current Whistleblower Protection Act was enacted in 2004 and was enforced in 2006. It was said that the scandals of the recall cover-up by Mitsubishi Motors and the disguised beef origin by Snow Brand Foods brought the new Act. However, from the beginning, it was criticized that the range of target facts was too narrow, prevention measures for retaliation were not effective, etc. Based on the supplementary resolutions of the Diet and the supplementary provisions of the Act, the Consumer Commission Whistleblower Protection Special Research Committee was established, and discussions were underway for revision. However, the speed was very slow. The Committee finally issued the report in December 2018. Public comments were solicited for the new appendix table to the Act regarding the target laws. The amendment bill was approved by the Cabinet on March 9, 2020. It is now planned to submit to the National Assembly.

Deloitte: Global Director Survey 360

“ The Deloitte Global Center for Corporate Governance (“The Global Center”) is pleased to present the latest edition of its annual global director survey: Director 360°: Growth from all Directions. This survey, now in its third consecutive year of publication, provides a unique perspective on the concerns that boards of directors face around the world.

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

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.