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What is the general reaction to METI's proposal to amend the Company Law toenable formation ofa thirdtypeof company, a joint audit committee-style company? It isdescribedon pages 36-38 of this document: http://bdti.mastertree.jp/f/os68ejbz
NOTE: the summary translation file that was attached to the comment that was subsequently submitted in response (below) is available at: http://bdti.mastertree.jp/f/p5k7vzjg
(Reply to comment made yesterday.) Your idea* is a good one, but I believe that a much bolder reform of the corporategovernance framework is needed for Japan's markets.
The harsh reality is thatthe quality of corporate governance in Japan has lost much credibility and itslaws and rulesnow lag most other countries in Asia.
Unlike US courts, Japanese courts almost never cite, describe, distinguish, etc. other cases.
As noted in a separate entry below, the Legal System Advisory Council will soon discuss (if not largely decide) some ofthe most important issues affecting corporate governance in Japan. BDTIencourages parties with opinions on these topics to submit them to BDTIas soon as possible. –>
The Company Law Committee of the MOJ's Legal System Advisory Council has announced its schedule and agenda for meetings over the next few months. (http://bdti.mastertree.jp/f/ubqlzgph) Read more–>
I have a question for anyone experienced who has ever sat on a Japanese board. What specific practices, which are not included in those required by law, have you found to be most helpful in dealing with difficult situations or making sure that key issues, risks or possible problems were not missed?
News Item: Shareholder-friendlyJapan does not need to adoptproxy access. Why not? Because it already haspermitted it, much more liberally than the U.S., for decades. One wonders whether all the doomsayersnow predicting chaos in the U.S. are aware of this fact.
The Nikkei reported that the TSE will soon invite independent directors to a seminar. …TSE is taking this unusual step because it believes that some firms still lack a full understanding of how independent directors and auditors should exercisse their oversight of management on shareholders' behalf.
The seminar will be open to about 1,500 people, and will feature speeches by officials who were involved in the introduction of the TSE requirement.
Ihave a question I wonder if someone could answer. It seems to me that if Japan is to develop a predictible base of law to govern the ticklish issues that arise on boards in cases such as TOBs and MBOs,that basewill have toevolve via case law.
BDTI is now conducting a survey to compare attitudes of the Japanese populace towards corporate governance (in Japan) with the opinions of foreign persons from different countries.Respondents canreceive a summary of the final survey results byemailing htaniguchi@bdti.or.jp .