(Press release) – Rockville, MD (June 17, 2015) – Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance solutions to the global financial community, today announced findings from an analysis of Japanese corporate filings for the 2015 annual meeting season, which show marked growth in the prevalence of outside directors.
Tag: Corporate Governance Code
The Wall Street Journal: “Japan’s New Code of Conduct”, by BDTI’s Nicholas Benes
Japan’s first corporate-governance code come into effect Monday, less than a year after it was first proposed as part of the Abe administration’s 2014 growth strategy. Most of the first “comply or explain” statements will be filed by December.
FRC Report : Developments In Corporate Governance And Stewardship 2014
The UK Financial Reporting Council’s report on Developments in Corporate Governance and Stewardship contains many insights useful to Japan as it implements its new Corporate Governance Code and the Stewardship Code. In particular, pages 17-22 on stewardship and engagement, and the quality of stewardship statements, provide food for thought in the sense that progress for the Stewardship Code seems spotty and slow.
The Diplomat: “Reform Boost For Tokyo Stocks” (w/quote from BDTI’s Representative Director)
Excerpt: … Meno’s comments echo those of Nicholas Benes, head of the Tokyo-based Board Director Training Institute of Japan (BDTI), who has called for increased director training in corporate governance to ensure a “virtuous cycle” that accelerates reform.
Speech by BDTI’s Nicholas Benes at Columbia Business School Conference: “Japanese Corporate Governance at the Tipping Point”
(Note: The numbers below correspondto page numbers in the Powerpoint presentation, which can be downloadedbelow.)
DIJ Working Paper: “Research on the Corporate Governance of Listed Stock Companies in Japan”
By Franz Waldenberger. Excerpt:
5.2 Governance reform as growth strategy
The high number of Japanese companies listed on domestic stock exchanges, the high degree of ownership dispersion and the moderate pay levels of top executives suggest Japan’s system of corporate governance to function well.
“Initiatives For Strengthening Corporate Governance Of The Sumitomo Mitsui Trust Group”
Sumitomo Mitsui Trust Group has published its “Initiatives for Strengthening Corporate Governance of the Sumitomo Mitsui Trust Group” , which is more advanced than other banking groups in various respects. It includes a requirement of one-third independent external directors, a monitoring role for those directors and a description of the board’s role, and provisions about director qualifications,, director training, and the formation of committees for nomination and compensation and also audit functions.
REUTERS: “At Sharp, Decline Marked by Over-Confidence, Drift”
It was a pattern repeated over years of drift as Sharp, confident in its technological superiority, found itself blindsided by rivals.
Toshiba’ s Case is Similar to IHI’s in 2007
In 2007 Ishikawa Harima Industries (IHI) experienced large profit overstatements (and subsequent downward revisions) caused by overly-optimistic estimates used in percentage-of-completion accounting for large projects. At the bottom of the link below, you can see IHI’s explanation of the incident, and the actions it took for years afterwards in order to improve its internal controls and accounting:
http://www.ihi.co.jp/csr/english/2011/management/governance.html
Corporate Compliance Insights: ”25 Reasons for Risk Management Failure”
I recently spoke to directors and officers about oversight of risk management by boards of directors. I prepared a list of 25 reasons that risk management failure happens, based on my experience assisting boards, including boards that have failed and boards that cannot afford to fail. Almost all of what follows below is based on real examples. I have never encountered a risk management failure where the board was not at fault, based on what the board said or did, or failed to say or do.
Here are 25 reasons for risk management failure: