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Ⅰ. Purpose of the Survey
The Government Pension Investment Fund, Japan (GPIF) conducted our first survey to JPX Nikkei Index 400 companies to evaluate stewardship activities of our external asset managers and to grasp real situation of constructive dialogues. As we stated in “Summary Report of GPIF’s Stewardship Activities in 2015” dated of 29th January 2016, it is our intention to raise the standard of dialogues between institutional investors and Japanese companies.
‘With the return of acquirer stock as a featured form of consideration in many recent deals, dealmakers are once again focusing on “social” issues in striking a merger agreement. As compared to most straight cash takeovers where price garners the overwhelming share of, if not exclusive, attention, an acquisition featuring stock consideration, and especially a so-called merger-of-equals, often involves significant discussion between the parties of softer issues, including governance, board composition, management, people, and corporate identity (e.g., corporate and brand names, headquarters and facility locations, and charitable and community commitments). A number of deal developments over the last few years highlight some of the risks and considerations unique to these social terms.
”Late last week, Mr. Terry Gou, the CEO of Foxconn Technology Group (also known as Honhai) signed a JPY389bn deal to take control of Sharp, one of Japan’s bedrock electronics firms. The signing came after a protracted cat-and-mouse game played between Mr. Gou, the management of Sharp, and in the wings, the public-private INCJ fund. Mr. Gou showed consummate deal sense in luring Sharp’s board with a much more attractive offer than the government’s INCJ (which wanted to break up the firm) then drag out the negotiations as Sharp was facing a possible collapse. Lastly, with impeccable timing he sprang a last minute demand to reduce the deal price by 20% and completely out-maneuvered, Sharp’s executives and shareholders, who eventually caved in and agreed.
”The latest activist showdown involving billionaire investor Dan Loeb has the makings of a test case for the progress Japan Inc. boards have made in improving governance.
”TAIPEI, taiwan — The Taiwanese company that assembles Apple’s iPhones agreed Wednesday to buy control of financially struggling Sharp Corp. for $3.5 billion in the first foreign takeover of a major Japanese electronics producer.
Japanese companies continue to sit on a mountain of excess cash. According to Japan’s Ministry of Finance, this mountain actually grew to $1.5 trillion in 2015 from $1.4 trillion in 2011, despite substantial increases in dividends and stock buybacks. During that same period, capital expenditure shrank by more than half……….”
”Lady Judge, a former member of the U.S. Securities and Exchange Commission, chair of the U.K.’s Institute of Directors, and now an independent outside director on the board of LIXIL Group Corporation, opened the session with her definition of corporate governance:
”RI Asia 2016 took place at the Tokyo Stock Exchange on the 23-24th February, and was attended by approximately 400 domestic and international participants. As an ex-resident of London now based in Tokyo, it has been interesting to observe the changingESG landscape in Japan. RI Asia acted as a useful milestone to stop, reflect […]
”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 […]
‘‘A board composed of directors representing a range of perspectives leads to an environment of collaborative tension that is the essence of good governance. In a room where everyone has different points of view and there is a greater opportunity for cross-pollination of ideas, there are fewer unspoken assumptions, less “group think” and a greater likelihood of innovation. This allows the board to ask the probing questions and tackle the challenging issues, such as risk management and succession planning, which are at the center of good corporate governance.