Engagement in Japan: How to Discuss Director and Executive Education – the Most Necessary Thing!

Executive training is badly needed in order for independent directors to perform their expected role 

When I proposed to the LDP and the government in 2013 that Japan promulgate a corporate governance code, one of the most important principles that I advised should be included in it was a requirement for director and pre-director training.  To anyone who has ever sat on an average Japanese board, the need for this is obvious.  Without more training of both executives and external directors in Japan, it will continue to be very difficult for independent directors to perform the roles that are now expected of them. From personal experience, I know that it is simply not possible to convince engineers who do not understand finance that their company could very easily go bankrupt in two years.

Three Years of Policy Advocacy Worked! Now Five Non-Financial Corporate Pension Funds in Japan Have Signed the Stewardship Code

I was very pleased to see in the FSA’s updated list of signatories to the Stewardship Code, that Mitsubishi Corporation’s pension fund recently signed on.  This makes five major non-financial corporate pension funds that have signed the S.C.:  Secom, Panasonic, NTT, Eisai, and now Mitsubishi Corporation. Secom had signed from the start, but the others came after I urged the Prime Minister on this topic, and then the Minister of Health, Labour and Welfare (MHLW, in charge of corporate pensions), then wrote a proposal for a change of the regulations by MHLW…. which resulted in a joint study group between MHLW, the Pension Fund Association, pension experts, and the FSA (as observer) for the express purpose of encouraging pension funds to sign the S.C.

https://www.fsa.go.jp/en/refer/councils/stewardship/20181115/en_list_02.pdf 

This major progress for Japan, and these companies should be commended. There is an extreme disconnect between the way in which Japanese companies claim to care about their employees (and often do! ) but so far, have not seemed to care about the assets (retirement funds) of those same employees.  This is especially so when one considers that corporate pensions in Japan have no government guarantee, so as the company veers towards bankruptcy it first forces employees to agree to a big cut in benefits (a la JAL), and if it goes bankrupt and the pension is underfunded….well, “it is what it is”.

If anyone is interested, here is the “comply and explain” proposal that I submitted to the MHLW.
https://bdti.or.jp/2016/08/20/pengovrprop/ 

Nicholas Benes
Representative Director, BDTI

Rudlin Consulting on Nidec’s Work Style Reforms

There is an excellent article in Rudlin Consulting’s newsletter about Nidec’s “work – style” reforms, that will probably “hit the spot” for many in Japan. A juicy excerpt: “One area Nidec tackled was unnecessary meetings. In just 4 months at one of their subsidiaries, Tosok, the number of types of meetings was reduced from 156 […]

Networking forum for non-Japanese executives at Japanese firms and their Japanese counterparts

Recently, many major Japanese companies have been bringing non-Japanese executives to Japan to fill key roles in their global operations. Diversifying the ranks of senior executives is an important step forward for Japanese firms. But it also represents a significant change in terms of how communication and decision-making works at the highest levels of the organization.
Non-Japanese executives working in Japan have few chances to meet their peers at other Japanese firms. There are also few chances to have in-depth and meaningful conversations about the unique issues faced by Japanese companies in the process of becoming truly global entities.

Based on its long experience organizing forums for Japanese executives, the well-regarded Business Research Institute is establishing a new forum designed for non-Japanese executives in Japan and their Japanese counterparts to participate in together. This new forum will provide an important opportunity for networking and discussion. It will be held entirely in English, and will provide the opportunity for frank and in-depth exchange of opinions in a confidential setting.

Glass Ceilings or Sticky Floors? An analysis of the gender wage gap across the wage distribution in Japan, by HARA Hiromi (Japan Women’s University)

Abstract

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…….

Paper by Naoto Isaka – When Are Uninformed Boards Preferable?

Abstract

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.

Culture by Design – Interview with Sir Win Bischoff on Corporate Culture

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.

”Japanese Corporate Governance from the Perspective of Family Firms”

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.