An Example for Japan: Germany’s Corporate Governance Commission

At the very outset of its governance code, Germany established a Commission of the Corporate Governance Code, which is required by law to evaluate the Code on an annual basis and proposed any changes or amendments that are needed.  On average, the Commission has amended the Code almost once a year since it was first put in place. Out of its 14 diverse members, 3 are women.

BARRON’s: ” Japan’s Corporate Governance Woes”

…BUT THIS VOTING SEASON has turned into a big disappointment. Despite ISS’ shareholder-rights campaign, the presidents of Japan’s top 200 companies received median voting support of 96.6%—a 0.5 percentage point rise from 2014. Even the president of Toshiba (6502.Japan), which lost a third of its market value from an accounting scandal and write-downs, got a 94% approval rating. Some 76% and 91% of investors voted against dividend hikes and share buybacks, respectively.

Grand Total of 15 Companies Submitted English Corporate Governance Reports to TSE in Past Year

Only 15  companies have submitted English language Corporate Governance Reports to the TSE in the past 12 months…even though the CG Code asks companies with many foreign investors to consider that.  We need significantly more than 15.   Boys be [more] ambitious!  But recently I was able to convince the TSE to at least make a list of the companies that DO have English reports, so that we can single them out for praise.  You can find the list on a downloadable Excel file on this page.

FSA: “Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code”

1.Purpose The Japan Revitalization Strategy as revised in 2015 (Cabinet Decision, June 30, 2015) states that “we need to work actively to prevail and to promote the adoption of Japan’s Stewardship Code, established and released in February 2014 (“JSC”), and Japan’s Corporate Governance Code, which entered into force in June 2015 (“JCGC”), as ‘the two wheels of a cart’ such that the sustainable growth of companies will be promoted by both sides of investors and companies.

Further improvements of corporate governance, e.g., making governance function not only formally, but also effectively, continue to be a major agenda, and we need to link such efforts to the establishment of a virtuous economic cycle.

In this respect, for the purpose of following up with the prevalence and adoption of JSC and JCGC as well as further improving corporate governance of all listed companies, we hereby announce the establishment of the “Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code” (the “Council”).

2. Organization (1)The Council will be composed of outside experts; including members from corporate managers, local and foreign investors, and academics (the member list will be released later).

Ethical Boardroom:”Japan’s shareholder Rights and The Arms of The Revolution”

(Article by Seth Fischer at Oasis Management) –  “Japan’s return on equity (ROE) revolution is now underway and is evolving into a revolution in corporate productivity and return on investment underpinned by Japan’s Corporate Governance Code, which established fundamental principles for governance at listed companies in Japan, and Japan’s Stewardship Code, which established principles for institutional investors.

Results of First Round of Submissions of “Corporate Governance Reports” to the TSE

In a filing with the Tokyo Stock Exchange, MUFG said it tested 3.8 trillion yen ($30.6 billion) worth of shares, about 70 percent of its cross-shareholdings, against the new criteria. About 20 percent of the shareholdings tested do not meet the criteria and the bank will consider selling them unless their returns improve, it said.

The bank did not disclose the specifics of the criteria, but said both direct and indirect returns of the holdings are taken into consideration in determining whether they are met or not. MUFG did not specify by when the returns need to improve before it takes a decision to sell the shares.