Nikkei Newspaper, “Economics Classroom” Column (8/8/2014)
( The Corporate Governance Reform Debate – Key Themes )
Independent Directors Should Make Up at Least One-Third of the BoardPromulgate a “Code”
that Meets Global Standards
(Bruce Aronson is Professor of Law at the Graduate School of International Corporate Strategy, Hitotsubashi University, and serves as an Advisor at
Nagashima Ohno & Tsunematsu. This article was previously published in JASBA's magazine, Gekkan Kansayaku. )
Abstract: Japan’s high corporate savings might be holding back growth. We focus on the causes and consequences of the current corporate behavior and suggest options for reform. In particular, Japan’s weak corporate governance—as measured by available indexes—might be contributing to high cash holdings. Our empirical analysis on a panel of Japanese firms
Japan has appointed a high-quality panel to advise on the core principles of its corporate governance code. The panel include an experienced foreign board member, Scott Callon, and several corporate governance advocates. As well, Mats Isakkson from the OECD will serve as an advisor.
Abstract: "Since 2003 the Australian Securities Exchange Corporate Governance Council (ASX) has required that all listed firms either adopt a majority of “independent” board members without links either to management or to substantial shareholders (i.e., 5% or greater shareholding) or “if not, why not”.
(Introduction) - "The NYSE mandates that the boards of listed companies undertake an annual self-evaluation to determine whether they and each of their committees are functioning effectively. While Nasdaq does not impose similar requirements, companies listed on this exchange, as a matter of good governance, often undertake this performance review.
Abstract: "We formulate theory and set forth a first-ever empirical analysis of the impact of board of director gender diversity on the broad spectrum of securities fraud, generating three main insights. First, the examined data show strong evidence consistent with the view that the importance of women on boards in mitigating securities fraud lies in the mechanism of diversity itself, such that the optimal percentage of women on boards is 50% with respect to minimizing securities fraud.
Paper: “C” Is for Crucible: Behavioral Ethics, Culture, and the Board's Role in Csuite Compliance, by Scott Killingsworth -
New Method to Squeezing Out Minority Shareholders (July 2014)
Squeezing Out Minority Shareholders (prior memo)
The Japaneese government haa not translated major portions of its Revised Growth Strategy intoEnglish yet, so The Board Director Training Institute of Japan (BDTI) recently translated the parts that relate to reform of corporate governance. As you will note, among other things Japan has committed to produce: