As of this week I am thinking this spate of announcements may be very similar to the spate of many (i.e., 15+ different firms) that announced 偽造表示 (false labeling scandals), that suddenly happened about 5 years ago, and were announced all in the space of about one month afterwards. Here is a partial list, that […]
This study examines the gender wage gap across the wage distribution in Japan using large sample data for 1990, 2000, and 2014. The results of the Firpo-Fortin-Lemieux decomposition show that the part of the observed gender gap that is not explained by gender differences in human capital is larger at the top and at the bottom of the wage distribution, indicating that both a glass ceiling and a sticky floor exist for women in the Japanese labor market…….
In this paper, I analyze the optimal choice of board of directors using the dual role model of boards in Adams and Ferreira (2007). In my model, shareholders choose either an informed board that brings additional private information to the firm or an uninformed board that merely considers the inside information already available within the firm. The board then randomly chooses a good chief executive officer (CEO) with inside information or a bad CEO without such information, and the CEO decides whether to consult with the board when making a project decision. I show that shareholders generally choose the informed board to maximize firm value by utilizing the private information available to the board. However, the shareholders optimally select the uninformed board if the CEO is reluctant to communicate with the informed board for fear it will reject the CEO’s decision. The uninformed board is also optimal when the board has a sufficiently large private benefit of monitoring the CEO, the shareholders feel burdened by any conflict between the CEO and the board, or the firm is involved in many unrelated businesses, especially when the inside information is valuable and the firm needs many outsiders to observe useful outside information. I use some of these implications and casual observation of real-world data to discuss recent trends in the board structure of Japanese firms.
Below is an insightful interview with Sir Win Bischoff, Chairman of the Financial Reporting Council and formerly Chairman at Lloyds Bank. He speaks to Alexandra Jones, Editor of the Governance and Compliance Magazine on corporate culture and shares his experience on how a strong culture helped him lead Lloyds through the financial crisis. He explains how by its very nature , culture is not short term but much longer than a strategy of a business model.
He further shares his view on the responsibilities of management and the board, in terms of establishing the right culture and how long it takes to change a bad culture, among others.
BDTI is happy to share a Research Paper titled ”Japanese Corporate Governance from the Perspective of Family Firms” by Hokuto Dazai (Independent), Takuji Saito (Waseda University), Zenichi Shishido (Hitotsubashi University Graduate School of International Corporate Strategy; Independent) and Noriyuki Yanagawa (University of Tokyo – Faculty of Economics).
The research attempts to answer the questions: why have the performances of the Japanese Model of corporate governance (J-form firms) deteriorated since the Japanese economic bubble in the mid-1980s, and why have J-family firms generally outperformed non-family firms? It goes on to analyze and compare J-form and J-family firms on general issues of corporate governance, including internal and external governance, internal promotion rules, long-run reward systems, and incentive mechanisms.
The string of resignations by CEOs, who are invariably in Japan the Representative Director as well, continues as a result of weak Boards, weak oversight from the Audit Committees and the absence of truly independent outside directors. http://asia.nikkei.com/Japan-Update/Admitting-oversight-limits-Suzuki-to-step-down-as-CEO
”The idea of an octogenarian CEO in questionable health ousting a potential successor to make way for his own son would be met by hackles, maybe even outright laughter, by many corporate governance experts and shareholder activists in the U.S. and Europe. Yet that’s what Dan Loeb accused Seven & i Holdings Co. Chief Executive Officer […]
‘With the return of acquirer stock as a featured form of consideration in many recent deals, dealmakers are once again focusing on “social” issues in striking a merger agreement. As compared to most straight cash takeovers where price garners the overwhelming share of, if not exclusive, attention, an acquisition featuring stock consideration, and especially a so-called merger-of-equals, often involves significant discussion between the parties of softer issues, including governance, board composition, management, people, and corporate identity (e.g., corporate and brand names, headquarters and facility locations, and charitable and community commitments). A number of deal developments over the last few years highlight some of the risks and considerations unique to these social terms.
”Late last week, Mr. Terry Gou, the CEO of Foxconn Technology Group (also known as Honhai) signed a JPY389bn deal to take control of Sharp, one of Japan’s bedrock electronics firms. The signing came after a protracted cat-and-mouse game played between Mr. Gou, the management of Sharp, and in the wings, the public-private INCJ fund. Mr. Gou showed consummate deal sense in luring Sharp’s board with a much more attractive offer than the government’s INCJ (which wanted to break up the firm) then drag out the negotiations as Sharp was facing a possible collapse. Lastly, with impeccable timing he sprang a last minute demand to reduce the deal price by 20% and completely out-maneuvered, Sharp’s executives and shareholders, who eventually caved in and agreed.