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“…..Guiding Principles
Some of the key themes in the Japanese and UK Codes are similar, for example the responsibillities and the independence of the Board, the internal risk and control framework, and engagement with stakeholders. However, implementing corporate governance in a practical and invulnerable way is often much more challenging than outlining the guiding principles.
Lessons from UK Experience
The UK experience could provide valuable lessons in the following areas:
Andrew Silberman of AMT Group demonstrating how to have greater impact in board meetings:
Glass Lewis has issued is policy guidelines for 2016 for the Japanese market, in both English and Japanese. It is a statement of the times that Glass Lewis made a Japanese translation this year, as they have not done that in previous years.
This is an English translation of a presentation in Japanese that I have given recently to several influential members of the government.The opinions are my own.
”The main reason why the Japanese economy is sluggish is because Japanese companies do not withdraw from unprofitable operations and/or engage in sufficient industry consolidation, and as a result corporate assets are not reallocated to their best uses.
⇒ To resolve this requires the following:
A. Further enhancing corporate governance, and pension governance
Further strengthen corporate governance, mainly through the ongoing review of the Corporate Governance code (see 1 below)
Improve the governance of pension funds via a number of measures (see 2 below)
B. Eliminating rigidities in the labor market
Create the new employment classification of “Type 2 regular employees” (see 3 below)
Excerpt: As of the last full year end for the 3,678 companies in the PacificData database, there were 4,267 Independent Directors or 10.6% of the total number of Directors. The total number of female Directors was just 966 or 2.4% of the total – well below even the 9.5% ratio of female members of Japan’s House of Representatives.
Below, one can download in Japanese Deloitte's summary of compliance with the Japan's Corporate Governance Code (CG Code) as of the end of December, 2015, which for most companies was the deadline to submit their Corporate Governance Reports (CG Reports) to the TSE.
At the very outset of its governance code, Germany established a Commission of the Corporate Governance Code, which is required by law to evaluate the Code on an annual basis and proposed any changes or amendments that are needed. On average, the Commission has amended the Code almost once a year since it was first put in place. Out of its 14 diverse members, 3 are women.
…BUT THIS VOTING SEASON has turned into a big disappointment. Despite ISS’ shareholder-rights campaign, the presidents of Japan’s top 200 companies received median voting support of 96.6%—a 0.5 percentage point rise from 2014. Even the president of Toshiba (6502.Japan), which lost a third of its market value from an accounting scandal and write-downs, got a 94% approval rating. Some 76% and 91% of investors voted against dividend hikes and share buybacks, respectively.
From the just-issued Viewpoint: The American Chamber of Commerce in Japan (ACCJ) applauds the Government of Japan (GOJ) for the implementation of the Stewardship Code for institutional investors and the Corporate Governance Code (the “Governance Code”) during the past year.
Nicholas Benes is Representative Director of The Board Director Training Institute of Japan, which trains directors as a government-certified “public interest” nonprofit. Since 2010, he has chaired the Growth Strategy Task Force of the American Chamber of Commerce in Japan.
The Japanese government and the Tokyo Stock Exchange have taken a number of steps aimed at improving corporate governance on the assumption that this will not only improve returns for shareholders, but also improve corporate efficiency and growth prospects.
