Comment on Reuters Article: ”Secrecy, hierarchy haunt Japan corporate culture despite Abe’s reforms”

Comment by Nicholas Benes at BDTI: The foreign press often tends to focus on each of these scandals as if they expose significant flaws in a recently installed set of governance “best practices” that in fact, is just now gathering momentum and evolving in Japan. However, the foreign press rarely specifies exactly what additional changes are needed, which is not easy to do. What the recent scandals most directly reveal, is flaws in the corporate culture of particular firms. It is my own view that the combination of: (a) the content of the new practices (and upcoming reforms) (b) the degree to which they are sincerely deployed; and (c) the extent to which companies use external training to spread essential knowledge and awareness in the ranks, all affect the extent to which boards can effectively focus on “managing” and improving their own corporate culture.

”TOKYO, May 3 (Reuters) – A spate of high-profile scandals at leading Japanese companies show reforms and rhetoric aimed at improving the country’s corporate governance do not go far enough to unwind the culture of secrecy and hierarchy that plagues Japan Inc.

Sonoko Noda and Nobuhiro Sato: ”Japan’s rate of independent directors is one of world’s lowest”

Background: 

Last year, Japan introduced codes designed to work together to increase corporate value and investor return in Japanese companies. The Corporate Governance Code and the Stewardship Code are supposed to work hand-in-hand to promote transparency and sustainable growth. Part of the Corporate Governance Code calls for companies to have at least two independent directors. Having outsiders on board, it was hoped would bring discipline as companies reach for higher profits.

VIDEO – ”Assessing Abe’s Third Arrow: Corporate Governance Reform in Japan”

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”As doubts persist about the progress of Prime Minister Shinzo Abe’s “third arrow” structural reforms to lift the Japanese economy, corporate governance is one area where change has been visible over the past three years: a new Stewardship Code for institutional investors, a Corporate Governance Code for companies themselves, a new JPX-Nikkei 400 index with minimum ROE and independent director requirements for inclusion, and efforts to increase the number of women on corporate boards and in senior management. How will these changes affect the performance of Japanese companies? What are the implications for the Japanese economy and for the success of Abenomics? What more could be done? As part of our continuing examination of major trends in the world’s third-largest economy, the CSIS Simon Chair will host experts from government, business, and academia to discuss Japan’s recent corporate governance reforms………..”

ACGA’s Feedback to FSA on Japan’s Governance Code: Training by Specialist Providers Important

”………Experience shows that the implementation and evolution of “comply and explain” can take a long time to develop, but there are opportunities to accelerate this transition. The Follow-up Council may wish to consider how to guide and assist Japanese listed companies and domestic institutional investors to understand and implement good disclosure. For example, the Council could advise the FSA to do the following:

WSJ (Benes) – ”Japan’s Pension Funds Could Help Curb Cash Hoarding”

”Almost three years after I first proposed in these pages that Japan adopt a governance code to raise productivity, the country now not only has a Corporate Governance Code but also a Stewardship Code for institutional investors. There has since been much discussion, and even exhortation by the government, about the urgent need to change the corporate mindset, engage with investors and increase companies’ return on equity. These are all major achievements. But when it comes to increasing corporate profitability through reinvesting in the real economy, there is still much progress to be made.

Japanese companies continue to sit on a mountain of excess cash. According to Japan’s Ministry of Finance, this mountain actually grew to $1.5 trillion in 2015 from $1.4 trillion in 2011, despite substantial increases in dividends and stock buybacks. During that same period, capital expenditure shrank by more than half……….”

BCCJ ”Corporate Governance Code in Japan”

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At a joint event hosted by the American Chamber of Commerce in Japan (ACCJ) and the British Chamber of Commerce in Japan (BCCJ) on 23 March 2016, Lady Barbara Judge spoke to members about the development of Corporate Governance Code in the US, UK, and Japan.

”Lady Judge, a former member of the U.S. Securities and Exchange Commission, chair of the U.K.’s Institute of Directors, and now an independent outside director on the board of LIXIL Group Corporation, opened the session with her definition of corporate governance:

”How the ESG landscape is changing in Japan” – A participant’s personal observation of RI Asia 2016

  ”RI Asia 2016 took place at the Tokyo Stock Exchange on the 23-24th February, and was attended by approximately 400 domestic and international participants. As an ex-resident of London now based in Tokyo, it has been interesting to observe the changingESG landscape in Japan. RI Asia acted as a useful milestone to stop, reflect […]

”A corporate governance cure-all?”

”A set of new rules unveiled by the Tokyo Stock Exchange requires all companies listed on its First and Second sections to have at least two independent outside directors on their board. The move is in line with the Abe administration’s push to beef up corporate governance as a way of attracting more foreign investors. […]