Public Comment to the Proposed Revisions to Japan’s Governance Code – Nicholas Benes

by Nicholas Benes (as an individual)
April 30, 2018

1. Regarding the Overall Revision Process
2. Regarding Principle 2-6 (Activating the Function of Corporate Pension Funds as Asset Owners)
3. Regarding Principle 1-4 (“Policy Shareholdings”)
4. Regarding Principles 4-1③,4-3② and 4-3③ (Appointment and Termination of the CEO)
5. Regarding Principle 4-10① (The Use of Optional Structures)
6. Regarding Principle 4-14 (Training of Directors and Kansayaku)
7. Regarding Revision of the Machine-Readable Format of Corporate Governance Reports

(Note: This is a translation of a public comment which was originally written in Japanese and submitted in that form to the JPX/TSE.  The original version of the public comment is available here.)

1. Regarding the Overall Revision Process

I would like to express my thanks and appreciation for the hard work of the members of the Followup Committee with respect to this review of the Corporate Governance Code (the “CG Code”) . However,I would note that four years have elapsed since the initial drafting of the Code. As you know, in Germany there is a commission which monitors the effectiveness of the governance code on an ongoing basis, and proposes changes on a yearly basis if and as necessary.

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.

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.