The Board Director Training Institute of Japan (BDTI) - Page 5 of 129 - Director, governance and compliance training

Swiss Institute of Directors Donates 600,000 Yen to BDTI

Re: Donation of the Swiss Institute of Directors

2023 From: Hilb, Martin
Sent: Saturday, April 15, 2023
Dear Nicholas
Many thanks for your valuable BDTI’s update report for the FY 2022 and for the great summary of your plans for the current year which is very much appreciated. We would like to congratulate you and your team for your great achievements!
d
Per your request please receive a donation from the Swiss Institute of Directors which is also a not for profit organization. Best wishes and kind regards,
d
Martin Hilb
President of the Swiss Institute of Directors
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BDTI Director Training for Women Initiative 2023

 

The Board Director Training Institute of Japan (“BDTI”) will again announce this year an initiative to sponsor board director training courses for women. The goal of the initiative is to equip highly qualified female leaders with the skills and training needed to succeed as board directors, and to proactively address the imbalance in board gender diversity in Japan by growing the pool of board-ready, qualified female director candidates.

Starting April 3rd, for qualified women who enroll to take any of BDTI’s director training courses as described below, one of the generous sponsor companies will cover all costs.  These Japanese and English-language training programs have been designed by leading experts in Japan to prepare candidates to serve as directors, statutory auditors, and executive officers in Japan. We look forward to many qualified woman taking advantage of this opportunity to receive director education.

Information &  Procedures for Application

【Applications】

Accepted from April 3, 2023 until funds depleted. Sponsors will determine whether to award scholarships to applicants. Scholarship applications are reviewed on a first-come, first-served basis, so please send your outline resume as soon as possible.

BDTI Update, Plans for Next Year, and Scholarships Initiative

As the pandemic wound down through 2022, BDTI returned to in-person training. During FY2023, fully 55% of the participants in our “open enrollment” programs were women, thanks in large part to a generously sponsored program that funded “training scholarships” for women. The year before, the equivalent figure was only 32%. We would like to maintain this level of 50%+ female participation in order to spread knowledge of governance and directorship skills throughout all of Japanese society, which is BDTI’s core mission, and to promote the active inclusion of women in director and executive roles as part of that mission.

According to a METI survey, only 20% of listed companies are “taking action on director training”. In addition, while the CGC and related rules have enhanced disclosure, this new data is significantly underutilized. In FY2023, BDTI plans to intensify its activities to increase the quality and breadth of its programs, and to provide disclosure “big data” which facilitates effective stewardship and thereby improves the economy. To achieve our goals, we need to ask for your kind financial support.

We are pleased to report on our activities through March 2023 and our planned activities for the fiscal year 2023. The same information is also available in PDF format.

Public Comment to METI’s Fair Acquisition Study Group

As an individual and not representing any organization, I submitted the public comment attached below to METI’s Fair Acquisition Study Group.
Nicholas Benes – Public Comment to the METI Fair Acquisition Study Group-03.15.2023

My conclusion:

” Instead, I believe that the study group should seriously consider proposing that Japan adopt the UK model for takeovers and similar transfers of control or substantial influence, and the UK’s rules for collective engagement. These rules fit much better with Japan’s systemic and corporate governance realities. Were this to be done, the following policies should be implemented:

METRICAL: How Far Has Corporate Governance Progressed in 2022? (1) ~ Board Practices Section

Metrical provides monthly corporate governance assessments of approximately 1,700 companies with market capitalization exceeding approximately 10 billion yen, primarily those listed on the TSE 1st Section. This year, continuing on from last year, I would like to see how far listed companies have progressed in their corporate governance efforts over the past year.

The chart below shows the changes in each of the evaluation items for approximately 1,700 companies in the Metrical Universe over the past 3 years (December 2020, December 2021, and December 2022). Metrical divides the evaluation items into Board Practices and Key Actions. This time, I will look at the Board Practices section. Let’s take a look at them in order.

The first chart shows the distribution of Metrical CG scores, which represent the overall corporate governance rating of a listed company across a number of corporate governance measures. The distribution of scores in December 2022 is indicated by purple bars. distribution of the bars shows that the distribution of the bars moves to the right (toward higher scores) with each subsequent year, from December 2020, December 2021, and December 2022. It can be inferred that listed companies have advanced their corporate governance initiatives in response to the revision of the Corporate Governance Code in 2021 and the market reorganization of the TSE in 2022. Let’s take a look at the contents of these efforts by evaluation item below.

METRICAL: CG Stock Performance (Japan): December 2022

The stock market ended December with a sharp decline after the Bank of Japan announced operational revisions to its interest rate operations at its monetary policy meeting. The CG Top20 stocks underperformed both the TOPIX and JPX400 for the second month in a row.

December stock market was unable to find a sense of direction until the middle of the month as investors watched the monetary policy of the U.S. FOMC meeting. The stock market fell sharply immediately after the Bank of Japan decided to expanded the range of the long-term interest rates from 0.25% to 0.5% at its monetary policy meeting on December 20. After that, stocks closed lower with no sign of a rebound. While bank stocks rose sharply in response to the interest rate hike, notable declines were seen in other stocks, especially growth stocks.
The TOPIX and JPX400 indexes fell -4.79% and -4.87%, respectively, in December performance. The CG Top20 stock index underperformed against both indices, falling -5.59%. Over the long term since 2014, the CG Top20 continues to outperform both indices by about 2% per year. The CG Top 20 stocks have been revised on July 1. The new components are listed in the table below.

METRICAL: Mismatch Between Documents Needed by Foreign Investors and Those Translated in English by Companies

The TSE disclosed the Survey of the Status of Disclosure in English as of the end of July 2022 on August 3, 2022, and I would like to discuss the issues.

At the beginning of the disclosure document, the TSE states the following In the beginning of the disclosure report: “In order to clarify the situation after the transition to the new market classification in April 2022, we conducted a survey as of July 2022 and compiled the results of the survey. For companies listed on the Prime Market, a market for companies focused on constructive dialogue with global investors, the percentage of companies disclosing in English reached 92.1% (85.8% as of December 31, 2021), indicating that listed companies have made some progress in English-language disclosure since the transition to the new market classification. On the other hand, even for timely disclosure documents (excluding financial statements) and annual securities reports, which were required to be disclosed in English by more than 70% in the survey of overseas investors conducted last year, the percentage of companies listed on the prime market that disclose in English is still less than half. The Corporate Governance Code, which has been in effect since the transition to the new market classification, states that “Prime market listed companies, in particular, should disclose and provide required information in English in their disclosure documents” (the second sentence of Supplementary Principle 3-1). Further progress is expected toward expanding the scope and content of English-language disclosure and eliminating differences in the timing of disclosure.”

As stated in the statement in the TSE’s summary of survey results above, many listed companies in the prime market translate some documents into English. The increase in the number of companies disclosing in English can be evaluated to a certain extent. However, the fact is that the TSE has only just begun, and as the TSE also states in the latter part of the statement, very few companies are disclosing important disclosure documents, such as annual securities reports, in English. The importance of the annual securities report is further increased by the fact that sustainability items are planned to be included in the report from the next fiscal year, instead of being submitted quarterly. Below are the results of TSE’s survey.

How smaller companies can help the world get to net zero faster

By Helle Bank Jorgensen, CEO of Competent Boards
In the business world, the titans grab the headlines and dominate people’s thinking. Walmart, Amazon, Ikea, Unilever, Nike, Microsoft and Samsung are just some of the international giants that bestride the corporate world.

However, like a large iceberg, what goes on beneath the surface could be more important. These large corporations cannot act in isolation: their supply chains are full of and depend on the work of small- or medium-sized enterprises (SMEs). And according to the World Bank’s data, these SMEs more than pull their weight in the global economy, comprising:
90% of worldwide businesses
More than 50% of employment worldwide
Up to 40% of GDP in emerging economies
Seven out of every 10 new jobs in emerging economies

In reality, the cogs of business work well by being interconnected and interdependent. As such, SMEs have a huge — but currently understated and undervalued — role to play in the collective corporate effort to address the climate crisis and achieve net zero emissions by 2050 or sooner. It is time to turn the spotlight on the opportunities and
benefits these smaller and medium-sized businesses — and the world at large — would gain from taking meaningful climate action sooner rather than later.

Barriers to change
The links in supply chains are easy to spot. For example, a small company with vehicles for transporting its products will have Scope 1 emissions from those direct operations. However, those same emissions could form part of a much larger company’s Scope 3 emissions from indirect activity. So a simple environmental improvement by a small- or
medium-sized company, such as switching its vehicles to electric power or green hydrogen, could benefit the value chain.

CG Stock Performance (Japan): November 2022

November stocks rallied in favor of the higher U.S. stock market on the back of lower U.S. long-term interest rates. The CG Top 20 stock price underperformed both the TOPIX and JPX400 for the first time in three months.

November stocks began the month buoyed by a buy-back and then rallied on the back of the U.S. stock market, which climbed on the lower long-term U.S. interest rates as investors became more risk oriented due to the FOMC meeting summary released on November 23, which suggested a slowdown in the pace of interest rate hikes. Topix recovered to the 2,000-point level on a closing basis for the first time in about 10 months since January 12. Toward the end of the month, the market remained cautious, anticipating Chairman Powell’s speech and the upcoming employment data.
TOPIX and JPX400 indexes performed well in November, rising 2.94% and 3.36%, respectively. The CG Top 20 stock prices underperformed both indices this month with a gain of 1.47%.
Over the long term since 2014, the CG Top20 continues to outperform both indices by about 2% per year. Note that the CG Top20 has been reassessing its component stocks since July 1. The new individual stocks are listed in the table below.

METRICAL:Reason Behind the Difference in Management Between Family Companies and Others Is the Shareholding

On October 14, the Nikkei Shimbun published an article titled “The Magnetism of “Founder’s Family Companies with Reverse Strategies”: Aggressive Even in a Crisis, Corporate Governance is an Issue.” I would like to think about the points discussed in the article.

The October 14 Nikkei article outlined the following report.
Founding family companies that did not flinch in the face of the crisis and moved to a “reverse strategy” are attracting investors. Companies that made quick management decisions and expanded store openings during the COVID-19 pandemic have been unique in the stock market because of the explosive power of their earnings recovery. Weak governance, which has been a longstanding issue, has also been addressed, and money is flocking to companies that are ahead of the curve.

The Nikkei Stock Average rebounded sharply in the Tokyo market on October 14, ending the day 853 yen higher than the previous day. Compared to the end of last year, it was 6% lower. The market environment remained nervous due to strong concerns about continued U.S. interest rate hikes and economic recession. One company that has seen its share price rise steadily and more than double its appreciation rate is TKP, a major rental meeting room company. In FY02/2021, when face-to-face events decreased due to the Corona disaster, the company fell into the red for the first time since its listing. While reducing fixed costs such as personnel expenses and rent, the company remained on the offensive behind the scenes. The company aggressively purchased prime properties that were undervalued. This “reverse management strategy” is now bearing fruit. With the lifting of restrictions on activities, demand has returned, and the company is back in the black for the March-August period of 2022 for the first time in 3 years. President Takateru Kono, speaking at the October 13 financial results briefing, enthusiastically stated, “We will not only rent out space, but also provide content (such as distribution services) to increase added value.”

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