Discussion Forum

October 26th Director Boot Camp – Another Successful Program! Next Course: January 25th, 2018

  On October 26th, BDTI held its English Director Boot Camp , attended by a number of experienced participants. Participants from various companies heard lectures about corporate governance and related topics by Nicholas Benes and Andrew Silberman of AMT, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by […]

“Corporate Governance of Japan – Analysis and Prospects -” at BDTI Seminar held on October 2 2017

“Corporate Governance of Japan – Analysis and Prospects –” was presented at BDTI Seminar held on October 2 2017 “Corporate Governance of Japan – Analysis and Prospects -” was presented at BDT Seminar held on October 2 2017 as the update research of Corporate Governance of Japan at the BDTI Seminar in March and Goldman Sachs Securities Seminar in April 2017. The updated […]

September CG Stock Performance

CG Top 20 stocks raised its outperformance, hitting all-time high Top 20 CG Score Index continued outperformance for September 2017 in favor of stock market rally for September. CG top 20 stocks hit its all time high of June 2015 when Corporate Governance Code was launched. This would be due to a sign that an increasing number of long-term investors are coming […]

“A New Dawn for Japanese Governance” by Frank Curtiss

Steady progress is indeed being made as a result of the efforts being made to improve corporate governance in Japan now that remarkable changes are  observed.  “Japan is the land of the rising sun, but as far as corporate governance is concerned, it has been more a land of false dawns over the past 15 years or so. However, some significant […]

Paul Hastings: “In-House Counsel Guide to Ransomware Prevention, Preparedness, and Response”

 

“Ransomware is a variant of cyber-attack in which the perpetrators encrypt an organization’s data and then demand a monetary payment for the decryption key, usually in the form of cryptocurrencies such as bitcoin. Ransomware is most frequently delivered through phishing emails that corporate employees click through, introducing the ransomware onto the corporate network. By rendering critical data and systems inaccessible, ransomware can have severe operational consequences and can bring the business of even multinational companies to a halt.

Cross-Shareholdings: “Enjoying the Quiet Life: Corporate Decision-Making by Entrenched Managers”

This excellent working paper by Naoshi Ikeda, Kotaro Inoue and Sho Watanabe describes their research that leads to the conclusion (similar to BDTI’s own research) that cross-shareholdings in Japan negatively impact risk-taking, investment for growth, and the frequency of restructuring activities.  Conversely, when managers are monitored more heavily by investors and independent directors, they are positively affected.

Corporate Governance Rating Of Japan’s Companies (August 2017)

August CG Score inched up 0.7pt YoY

CG Rating Monthly Letter
1. CG Score attribution analysis (08/2016-08/2017)
CG score of core research universe of 489 companies for 1 year period from August 2016 to August 2017 rose 0.7 pt to 61.7 pt from 61.0 pt a year ago. Core universe increased 30 companies to 489 from 459 companies as JPX400 composites have been renewed in the month. The rise in average score keeps improving at modest rate, whereas the change in score from the previous month of 459 companies from July 2016 to July 2017 rose 0.8 pt.
We are reviewing CG enhancement in Japan before / after AGM in June 2017, but that shows modest improvement after AGM. The analysis will be released soon after review.

August 30th “Director Boot Camp” …Next Course: October 26th!

BDTI’s August 30th English Director Boot Camp was a great success, with active participation by a diverse group of Japanese, American、and European persons! Participants from various companies heard lectures about corporate governance and related topics by Nicholas Benes and Andrew Silberman of AMT, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by Cosmo Public Relations, a leading communications and PR firm in Tokyo.

Thank you all for coming!

The next course will be held on Thursday, October 26th. Sign up now to secure your spot!

Company Law Reform in Japan:  Losing its Mojo?

by Nicholas Benes

This year, Japan’s governance reform drive will either keep going, or run out of steam. Judging from the amendment of the Company Law that is now underway by an advisory council of the Ministry of Justice (MOJ), the latter is likely.

Strikingly absent is a clear over-arching vision of the most important themes that amendment of the Company Law should address now that the country has a corporate governance code. In other words, what is missing, that can only be addressed via the Company Law?

If the government were truly intent on bringing about behavioral change on the part of all Japanese boards and executives, it would focus on harmonizing key aspects of the confusing array of three different corporate governance models which listed companies can adopt, and moving towards a more consistent version of the “monitoring model” for governance that has become internationally accepted and is now embodied in its own corporate governance code.

To do this, it would change the law to enable boards to flexibly appoint capable (and legally accountable) senior executives from a much wider range of candidates than is currently possible. It would also establish rules that require boards to fulfill the independent supervisory and oversight roles envisioned for them under the corporate governance code, unaffected by managerial self-interest, if they wish to delegate wider authority to executives and pay them incentive compensation determined solely by the board.