Category: Governance

For those who do not have them, here are the proxy voting guidlines for 2015 as recently published by Glass-Lewis and ISS:

ISS – Proxy Voting Guidelines for 2015- AP+Japan
http://bdti.mastertree.jp/f/bgwpjkyf

Glass-Lewis-2015 Proxy Voting Guidelines-Japan
http://bdti.mastertree.jp/f/g8pj2vbh

David W. Anderson-What is the message you want people to understandabout the nature of capitalism and corporate governance?

1. Introduction- The purpose of this paper is to examine recent changes in executive compensationin Japan. We will focus mainly on three topics. First, we review recent changes in theinstitutional framework for executive pay. In particular, we discuss the new rules ondisclosure of executive compensation, which require firms to disclose the salaries oftheir presidents if their pay exceeds a certain amount after 2010.

1. Introduction

Pertinent to the draft corporate governance code's reference to a division between monitoring and execution, and always insightful, is Professor Bob Garratt's work to define the role of boards, and the difference between managing and directiing.

Bob Garratt – Directing vs Managing
http://bdti.mastertree.jp/f/mn5fgtqc

The FSA has published an English version of the draft corporate governance code, and is asking for public comments – which may be sent to the FSA in English. The deadline for receipt of comments is January 31st, 2015.

The English translation, and instructions for making public comments, are available at:

http://www.fsa.go.jp/en/refer/councils/corporategovernance/20141226-1.html

(From CorpGov.net ) -A major landmark in establishing a fiduciary duty for proxy voting was the Department of Labor’s (DOL) 1988

Japan's Council of Experts Concerning the Corporate Governance Code, headed bythe Financial Services Agency (FSA) and Tokyo Stock Exchange (TSE) comprising a joint secretariat, has finalized its draft of Japan's first Corporate Governance Code. The draft hasput out for public comments, the deadline for which is January 2015 in the case of English-languagecomments.

The International Corporate Governance(ICGN) has sent this letter tothe FSA regarding the corporate governance code:

(Excerpt ) –

The Council of Institutional Investors (CII) has sent this letter to the government of Japan and the FSA regarding the corporate governance code: