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METRICAL: The First Step in Board Diversity

We have long considered the number of female directors as one of the key factors in board practices to measure how a company is willing to change, and according to the BDTI survey (3,622 companies as of March 26, 2021), the percentage of female directors on boards has improved significantly from 1.4% in 2016 but still only accounts for 6% of the total (see chart below).

Metrical’s survey of the universe companies, mainly those listed on the Tokyo Stock Exchange 1st section, also shows how few female directors there are (see chart below). Of the 1,729 listed companies in the universe, 643 (37.2% of all universe companies) have no female directors, 676 (39.1%) have one female director, and only 410 (23.7%) have two or more female directors.

Metrical: CG Stock Performance: April 2021

Stock markets ended the month of April in a downtrend, mainly due to concerns about the spread of a COVID-19 infection. The performance of the CG Top 20 stocks over the month outperformed the Topix and JPX400, limiting the decline. In April, the stock market closed lower as traders took stock of their positions before […]

Japan’s Corporate Governance Revolution: Halfway Through the Tunnel (Equities First/Nasdaq Report)

Over the past six years Japan has put in place a long list of corporate governance reforms, amounting to a virtual revolution in thinking at corporations, domestic institutional investment firms, and even society. However, because Japan is still only halfway through the “tunnel” of reform and thinking, much of the resulting value creation for investors and other stakeholders is yet to come. Key takeaways from this whitepaper’s data-driven review of Japan’s governance “revolution” include:

Tangible corporate governance reform has come to Japan, in the form of a robust Corporate Governance Code and Stewardship Code.
In tandem with government policy, advocacy by investor groups and pro-governance corporate leaders will continue these positive reforms in the years to come.
Japanese firms have “got the message” that a sea change has occurred: a majority of firms are hiring outside directors, establishing nominations and compensation committees, and reducing takeover defenses such as poison pills.
Japanese boards are starting to embrace global trends for incentive-based compensation, higher levels of diversity, and focus on returns and capital efficiency.
Cross-shareholdings and other “allegiant holdings” are being unwound as foreign and domestic institutions alike have become more proactive in their proxy voting strategies, making the market more attractive in general.
Merger and Acquisitions (M&As) and activism are on the rise, raising capital efficiency or managerial awareness of the need for it.
As a result of many of the above changes, Return on Assets (ROA) values in Japan are trending higher across the board.

Golden Week 2021: Holiday Closing Notice

We will be closed from May 1st to May 9th due to the consecutive national holidays as the Golden Week Holidays.

Business will resume on Monday, May 10, 2021.

We apologize for the inconvenience and thank you for your kind understanding.
Please feel free to leave us a message at the e-mail address below, and we will get back to you shortly.

“Toshiba Faces Investor Call to Seek Alternatives to CVC Bid” (Reuters)

“Investors say a deal of this size would lure other potential suitors. Two sources familiar with the matter said Toshiba has been approached by other suitors in the past. When a change-of-control is likely to occur in the United States, the target is required to seek and achieve the highest price reasonably available from any and all parties, said Nicholas Benes, a corporate governance expert and representative director of the Board Director Training Institute of Japan.

Please click here to read the full article.

4/7 “Director Boot Camp” Held by Zoom! Next Course: 2021.07.13!

On April 7th, 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 4/7participants. 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 chiming in with insightful comments and questions.

Why Does a Farmer Fertilize, and Rotate his Crops? ~ Why is Director Training is So Essential for ESG, – But Especially in Japan?

Farmers fertilize their plots of land and sequentially rotate the crops they plant on them. They do this to improve soil health, optimize nutrients in the soil, and combat pest and weed pressures. Investors should take a cue, to improve the quality of the “land” from which they grow profits, – in other words, the […]

Kay Group K.K. – The Need for Open and Frank Conversations at Board Level

“We are still way too polite with each other.” A repeated statement when Chief Executives describe their boards in Japan. Why is this a problem for Executives? Why do we, as coaches, hear this statement repeatedly?

The Board’s Responsibilities

Boards are responsible and held accountable for the decisions they are making. Hence, the quality of the decision-making process and the decisions themselves are fundamental to the work of boards, their organizations, and the investors. When board members are too polite with each other, they don’t have so-called healthy debates. Why do these debates improve the quality of decisions? Because they invite board members to share their professional opinions.

METRICAL:CG Stock Performance: February 2021

February stocks edged lower with a sharp decline. CG Top 20 stocks underperformed Topix and JPX400 during the month.

In February, the stock market immediately made up for the plunge at the end of the previous month, with the Nikkei 225 index getting off to a strong start, reaching the 30,000-yen level for the first time in 30 years. However, the stocks edged lower with a sharp decline on the last day of the month, due to a plunge in U.S. stocks, especially technology stocks, on concerns about rising U.S. Treasury yields.
CG Top 20 CG rose 1.61% during the month, while Topix and JPX400 indices gained 3.17% and 2.91%, respectively. Cumulative performance of CG Top 20 Stocks continued to outperform significantly as shown in the chart below.

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