BDTI Update to Supporters, June 2018

Notes: (1) On this page (at top right), you can sign up to receive our English Newsletter; (2) Sign up to receive the (separate) Japanese Newsletter here; (3) Anyone can support the “SEO” of our web site simply by mentioning BDTI on any web page with a link to this page; (4) For details about the chart, see the overview materials.

” Dear Supporter:   I am writing to update you, and to respectfully ask you or your institution to make a donation of 300,000 Yen or more this year, either as a Sustaining Donor or as a Corporate Participating Member. (As explained below in section 5, the latter category now allows donors which are investing institutions to receive 40% discounts on all BDTI courses/seminars that are open to the public, and to share these discounts with companies in their portfolio.)

TSE: “Publication of Revised Japan’s Corporate Governance Code”(2018.06.01)

“Tokyo Stock Exchange, Inc. (TSE) has partially revised the Securities Listing Regulations pertaining to the revision of Japan’s Corporate Governance Code (hereinafter the “Code”) (*) with effect from June 1, 2018.
This revision is based on the proposals made by the Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code (hereinafter the “Council”). Jointly operated by the Financial Services Agency and TSE, the Council made proposals to revise the Code in order to advance governance reform not just in form but also in substance through dialogue between companies and investors.

May 22nd “Director Boot Camp” – Another Successful Program! Next Course: Sep 20th

On May 22nd, BDTI held its English Director Boot Camp , attended by a number of highly experienced participants. Participants from various companies heard lectures about corporate governance 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.

We are planning to hold the next course on Thursday, September 20th. Sign up early!

April 10th “Director Boot Camp” …Next Course: May 22nd!

BDTI’s April 10th English Director Boot Camp was a great success, with active participation by a diverse group of Japanese 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 Tuesday, May 22nd. Sign up now to secure your spot!

Draft Revision of Japan’s Corporate Governance Code: Public Comment Period Begins

The Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code (Chairman: Kazuhito Ikeo, Professor of Economics and Finance, Keio University) has  published its proposals for “Revision of the Corporate Governance Code” and  “Guidelines for Investor and Company Engagement”. Both are being put out for public comment until April 29, 2018.  Full information from the FSA is available here.   The documents themselves are available the links below.

Revision of the Coporate Governance Code and Establishment of Guidelines for Investor and Company Engagement(including Appendix1 and Appendix2)

(Appendix1)Japan’s Corporate Governance Code (Draft Revision)

(Appendix2)Guidelines for Investor and Company Engagement (Draft)

“Efficient Engagement” in Japan: A Sample Engagement Letter

A while back I spent some time writing an engagement letter (in both English and Japanese) that I myself would use if I was the head of governance and proxy voting at an investing institution that held positions in more than a handful of Japanese companies, and did not have enough time to meet with all of them, say, six or more times a year so as to do detailed “engagement” mainly via face-to-face meetings.   This actually includes most institutional investors, when you think about it.  I thought it might be helpful for friends of mine.

It has always seemed to me that in order for engagement to be efficient, you need to write down in detail your suggestions for companies, and send it out to them as early as you can – giving them a year or more of lead time to put new practices in place, if that is what one hopes.   Otherwise, in Japan very much gets “lost in translation”, and even less will reach the board.  Many governance practices are new in Japan, and just referring to them verbally will usually not be sufficient to fully communicate.  (As the person who proposed Japan’s corporate governance code in order for effective “stewardship” to occur, and having sat on a number of boards,  I have done a lot of thinking about this topic.)

To me, therefore, “efficient engagement” means that: a) you will send a letter or letters to the company’s board, one that will be largely or wholly standardized; but b) you may meet, or may never meet with the company, as you choose. You do not have to have multiple meetings with multiple companies, which for most investing institutions would be a very inefficient way to “engage”, particularly if little is put in writing.

2018.05.10 Seminar ‘Practical Financial Analysis for Directors ~ As taught by an experienced institutional investor ~’

What do sophisticated investors expect of directors when it comes to financial analysis of their own companies? In this seminar, an experienced equity portfolio manager and CIO will cover the basics of “accounting for value” and financial analysis that all directors in Japan should know, including:

• Challenges faced using the accounting information produced by listed Japanese companies
• Cash Flow vs Accrual Accounting and how each relates to performance and valuation
• The limitations of traditional measures of performance, value and returns such as sales growth, operating margins, PER, PBR, ROE, etc.
• Key financial metrics that investors and independent directors should use to evaluate business performance
• How to reformulate your company’s financial statements for purposes of investment and valuation
• How to use analysis to drive and support decision-making

There will be simple case studies, and time allotted to Q&A. For maximum benefit, participants may wish to read “Accounting for Value” by Stephen Penman, either before or after the course. Our speaker will be Campbell Gunn, the former country head of T. Rowe Price in Japan. Mr. Gunn is a fund manager with 30 years of broad experience in Japan equity portfolio management, during which time his teams generated returns that were consistently superior to market indices. Currently he advises PacificData, a leading provider of analytical systems and integrated financial information on Japanese companies.

Please sign up early, as we expect this to be a well-attended event. (Use the link below.)

January 25th “Director Boot Camp” …Next Course: April 10th!

BDTI’s January 25th English Director Boot Camp was a great success, with active participation by a diverse group of Japanese 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 […]

Ministry of the Environment: January2017 ESG Working Group Report

” With the recent developments in ESG (Environment, Social and Governance) in our country, the Ministry of the Environment established a “Working Group on Incorporating Issues Regarding Sustainability into Investment” (ESG Working Group) in October 2015. Following discussion and debate over two fiscal years, the Ministry is pleased to announce that it has produced the […]