Discussion Forum - Page 11 of 116 - The Board Director Training Institute of Japan (BDTI)

Japan’s Corporate Governance Conundrum, and How Investors Can Solve it

Out of more than 700 defined-benefit corporate pension plans in Japan, only five non-financial corporate pension plans have signed the SC. Second, a major portion of Japan’s asset owners are the companies themselves, in the form of direct “policy holdings” of the shares issued by other companies. Japan’s dual walls of “conflicted pension governance” and “allegiant shareholders” need to be torn down. Here is how it can be done.

April 18th “Director Boot Camp” – Another Successful Program! Next Course: June 14th, 2019!

On April 18th, BDTI held its English Director Boot Camp , attended by a number of highly experienced participants. Participants from various companies heard lectures about corporate governance by Nicholas Benes and Andrew Silberman of AMT, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by Cosmo Public Relations, a leading communications and PR firm in Tokyo.

Governance Progress in Japan, – Pension Governance – Next, Rules for Listed Subsidiaries?

Nice to see that my personal push that resulted in the CG Code revision re pension fund governance mentioned in the article below, has now led to 14 pensions of non-financial corporates that signed the Stewardship Code…. up from one two years ago. https://www.al-in.jp/investmentjapan/2922/ But as to independent directors on boards, keep in mind that […]

February 12th “Director Boot Camp” – Lots of Great Discussion! Next Course: April 18th, 2019!

On February 12th, BDTI held its English Director Boot Camp , attended by a number of highly experienced participants. Participants from various companies heard lectures about corporate governance by Nicholas Benes and Andrew Silberman of AMT, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by Cosmo Public Relations, a leading communications and PR firm in Tokyo.

How to Demolish Japan’s Wall of Yes-Man Allegiant Shareholders

By Nicholas Benes

The short story: it will not be so hard if institutional shareholders really want to topple it, and use the technique suggested here. But first, the background.



Background

This is still the biggest defect of Japan’s equity market, and recent reforms have only made a small dent in it. At the average listed company, between 35% and 50% of the stock is owned by such holders if one includes not only firms in “cross-shareholding” relationships but also firms that unilaterally hold stock in order to win business; most holdings by
banks and insurance companies; and parent companies, subsidiaries, and affiliates. Consistent with this estimate, when Japanese listed companies were asked, “what percent of your shareholders can you count to support management?” in late 2017, fully more than two-thirds of companies responded with numbers in the 30-60% range.

These “policy holdings” by “stable shareholders” represent a massive misallocation of capital that is being put at risk largely for the purpose of protecting executive teams at other companies. In 1967, Japan’s one of Japan’s most venerated managers and the founder of Panasonic, Konosuke Matsushita, minced no words in noting his concern about the then-recent rise of “stable” cross-shareholdings in these words: “If this situation continues, I think it is in no way desirable, because of the risk that once again a maldistribution of capital in our country will occur. I believe that this is not a sign of progress in capitalism; rather, it should be considered as a sign that we are moving backwards.”

Corporate Governance and Audit Committee – An Indian Perspective

The term governance refers to a system by which an organization is run. Corporate governance is the module for fixing a liability on corporate entity. Corporate Governance is the application of best Management Practices, Compliance of Laws in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

The Story Behind Japan’s Corporate Governance Reforms

Frequent visitors to our blog are likely aware of Japan’s major corporate governance reforms, but not everyone is familiar with the story behind how these reforms were crafted. The eminent Steven K. Vogel (Professor of Political Science at the University of California, Berkeley), recently wrote a concise and easy-to-follow history of the major reforms to Japanese corporate governance practices since the 1990s, describing how and why they came to pass.

PREPARATION: YOUR SECRET WEAPON FOR RECORDING BOARD MEETING MINUTES

Preparing well for recording board meetings is not only a wise practice; it can serve as the foundation for accurate, concise minutes. Spending time before the meeting to get ready for note taking will help avoid confusion during board discussions, reduce errors in the recording process and increase overall efficiency. Follow these steps to take clear, forward-moving minutes.

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