”A Look at the Recent State of Corporate Governance in Japan”

Below is an interview on the recent state of Corporate governance in Japan that was held early this month. The interview is between Mr. Miyajima Hideaki (Faculty Fellow, RIETI / Waseda University),  interviewer and Mr. Colin Mayer (Said Business School, Oxford University), interviewee.

Mr. Mayer shares his opinions on the unique features of corporate governance in Japan, how to encourage companies to take risks, ownership structures, the role of outside directors, the comply and explain principle and the role of corporate governance in promoting strong economic performance.

”Investors Vocal at Scandal-Hit Firms”

”Wednesday marked a peak time for this year’s general shareholders meetings among major listed firms in the nation, with severe criticisms voiced one after another toward the management of companies involved in scandals, including Mitsubishi Motors Corp. Many shareholders also raised concerns about future business performances in response to Britain’s decision to leave the European […]

”Corporate governance report card”

”Japanese companies appear to be steadily implementing the corporate governance code introduced by the Tokyo Stock Exchange a year ago, at least in form. Of the 2,018 firms listed on the first and second sections of the TSE, 78 percent say they are now in compliance with at least 90 percent of the principles set […]

GPIF Sues Toshiba: Japan’s Securities Law that Makes it Easy to Sue

The the news of the day is that GPIF is suing Toshiba for $10 million. It is only one asset manager that is suing, almost certainly under Article 21-2 Japan securities law (FIL) which makes it very easy for plaintiffs to sue and claim a “presumed damages amount”, and then shifts the burden of proof to the defendant company (unlike US law) to disprove its negligence.  The stock has come down by about 26% or so.   (Interestingly, Japanese securities law in this area is much harsher than US law, which never shifts the burden of proof in such cases.)

”Arora’s departure shakes SoftBank’s global strategy”

 

”Arora also assembled a reliable, well-connected team of assistants and advisers within SoftBank. A weekly conference call connecting members of “Team Nikesh” in Tokyo, London, India and on the U.S. West Coast to their leader to discuss possible investments has become established practice — an arena for information to be brought in from around the world, and the merits of promising ventures debated.

One of SoftBank’s early — and often talked about — investments is Chinese e-commerce giant Alibaba Group Holding. Son funded Alibaba with 2 billion yen ($19 million at current rates) out of a fondness for founder Jack Ma, who was unknown at the time. That stake has yielded some 10 trillion yen in latent gains 14 years later. Though Son is famed for his sharp foresight, what lurks behind his investment decisions is “something akin to a hobby,” he has said. “It’s produced success on occasion, but quite a few failures as well.”

Financial Times: ”String of scandals puts Japanese investors on edge”

The FT comments on what seems to be a string of scandals in Japan.  It is our opinion that such governance or compliance issues are not necessarily more frequent than in other developed nations – it is difficult to compare – , but (1) they arise from different gaps in governance and management structures; and (2) whistle-blowing is becoming more frequent in Japan.

”From carmakers and electronics groups to housebuilders and the constructors of the nation’s roads and runways, a government-led transparency drive has accelerated a record surge of accounting and data fraud scandals across corporate Japan.

Research Paper by Rahman & Marc: ”Accounting Irregularities at Toshiba: An Inquiry into the Nature and Causes of the Problem and Its Impact on Corporate Governance in Japan”

”Abstract: This research describes the largest financial scandal in recent Japanese corporate history. It explains how the Toshiba scandal expanded from a relatively simple case of accounting fraud to a company-wide deceit that involved dozens of managers and three generations of top executives. There are five main causes: domineering top management, compliant middle-managers who embody the worst of the salaryman mentality, duplicitous auditors, percentage-of-completion method accounting abuse, and the secular decline in several of the company’s business lines. The research links the scandal to broader issues with corporate culture, governance, and accounting in Japan and suggests ways to improve the situation……………….”

”MMC’s culture of disregarding legal compliance behind data falsification”

The Yomiuri Shimbun: 

”Mitsubishi Motors Corp. was found to have manipulated data to overstate the fuel economy of minicar models.

Fuel efficiency is an important element for consumers to consider when they buy cars. Falsification of such data is an extremely malicious act.

MMC overstated the fuel economy by 5 percent to 10 percent by intentionally underestimating figures concerning tire resistance and other resistance while the vehicles are in motion.

Gary Giampetruzzi et al ”Another Life Sciences Company Gets Hit Hard: Olympus Pays $646M to Resolve Corruption Allegations in a Unique Dual FCA / FCPA Resolution”

”Demonstrating the continued focus of the Department of Justice (“DOJ”) on the life sciences industry, on March 1, 2016, the U.S. Attorney’s Office for the District of New Jersey (“USAO”) announced a major settlement with Olympus Corporation of the Americas (“Olympus”), the U.S. subsidiary of Olympus Corporation, a Japanese company and the largest U.S. distributor […]