BDTI Announcement: Telework and e-Learning

To All of BDTI’s Supporters and Participants

Thank you for your support of our many programs and activities at BDTI. As you know, many organizations are switching to telework, and so we think now is a good time for companies to use the transition to telework as an opportunity to train managers in low-cost ways–for example by purchasing our “unlimited-use” e-Learning. ( https://bdti.or.jp/en/e-learning/ ) For a low price of 300,000 yen, the “unlimited use” e-Learning package enables all employees (any number!) at a company or its subsidiaries to learn the most important aspects of the Companies Law, Securities Law, and Corporate Governance (general module, and practice module). This is a total of almost 10 hours of instruction which can be done at one’s own pace at home, and–if we say so ourselves–is very good value for money.    

Starting tomorrow, we will be leading by example as we move to a telework arrangement for all of our employees. Someone (myself) will remain in the office during most regular working hours to answer the phone and all employees will be able to respond to your e-mail communication in a normal manner. As we transition to this new working arrangement, we do ask for your patience and understanding and apologize in advance for any inconvenience.

Additionally, you may look forward to several webinars and online training opportunities over Zoom which we will announce as plans are finalized.

Professor Hideaki Miyajima: Activist Shareholders and Companies: Improving the Effectiveness of Management Reform

“…the probability of the success of activism (as described above) accompanied by official requests for activity has not yet reached that of Europe and the United States but has risen to 40%. In addition, the cumulative abnormal return (CAR) when such requests are accepted is about 6%, the same as in the United States and Europe….

Finally, let us consider the keys to improving corporate governance in Japan in the future…..

Allow Japanese Citizens to Sponsor Foreign Domestic Workers

Prime Minister Abe’s requests to close schools nationwide, tele-work from home, and cancel sports events and public gatherings, have caused a great deal of strain on working mothers. More than ever before, now is the time when the Government of Japan (the GOJ) should be accelerating its stated policy to allow Japanese households to sponsor Foreign Domestic Workers (FDWs).

Women are being encouraged by the government to enter the labor force, with the expectation that they will become executives and join Boards of Directors. If the government expects to reach its own goal for women to constitute 10 percent all corporate directors during this year (2020), it will need to rapidly increase the range of “options” that women have for childcare and elderly care.

BDTI/METRICAL Joint Research Update: “CG Practice and Value Creation Linkage”-January 2020-

Topics

  • 50%
    INEDs increased 1 company (Yamada Consulting [4792]) to 85 (86 companies
    including Toshiba) from the previous month.
  • A
    significant positive correlation was found between board practices and value
    creation (ROE, ROA, Tobin’s q) in the following

(Positive
correlation with actual ROE)

  • Ratio of female directors and
    ROE results
  • Incentive (compensation) plan
    factors and ROE achievements

METRICAL:January Market Indices and CG Top 20 stocks edged lower amid concern about spread of Coronavirus infection after risk-on rally in the 1H of the month.

Stock prices climbed in the 1H of the month on risk-on rally buoyed by hitting historical high of US market, but concern about negative impact on global economy led by coronavirus infection put downward pressure on the stocks toward the month end. TOPIX and JPX400 market indices lost -0.11% and -0.09% respectively for the month. CG Top 20 stocks soft -0.07% but outperformed against the both indices for the same period.

CITINDEX 11 : “Our Opinion on Toshiba Machine’s Implementation of Buyout Defense Mechanisms that Do Not Take into Account Shareholder Opinions”

Conclusion paragraph: “We believe that Toshiba Machine’s implementation of its New Buyout Defense Mechanism that does not take into account (but rather opposes) shareholder opinions hinders the development of corporate governance in Japan, which has been built on the efforts of various parties including governmental agencies and self-regulation organizations such as the Ministry of Economy, […]

Great Analysis of the Larry Fink/BlackRock Letter

“Today, after more than a year of increasing pressure from climate activists, investors, legislators, and thought leaders, BlackRock CEO Larry Fink, in his highly-anticipated annual letter to CEOs and to clients, announced a sweeping new set of policies which aim to put climate change and sustainability at the center of BlackRock’s business model. BlackRock is the world’s largest asset manager with almost $7 trillion in assets under management as of Q3 2019. …..The announcement is a major shift for BlackRock, which previously had failed to take meaningful action on climate, and is a very important step in the right direction as the world faces increasing risk from climate change. Massive capital shifts away from fossil fuels and deforestation-risk commodities are necessary to mitigate the worst of the climate crisis and set the world on a path toward sustainability.

METRICAL: Does the Legal Structure of BoD Affect Japan’s Corporate Governance and Performance?

Public companies in Japan employ three types of legal governance structures for their boards. The three types of organizational structure are the Company with Corporate Auditors, the Company with an Audit Committee and the Company with Nomination Committee, etc. However, as shown in the pie chart below, very few companies use the Nomination Committee format. The number of companies shown below is based on Metrical’s research universe of 1,754 companies but the number of Companies with Nomination Committee, etc. would not be much different even if more smaller companies were included.