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Abstract: Since 2003 the Australian Securities Exchange Corporate Governance Council (ASX) has required that all listed firms either adopt a majority of “independent” board members without links either to management or to substantial shareholders (i.e., 5% or greater shareholding) or “if not, why not”.
(Introduction) – The NYSE mandates that the boards of listed companies undertake an annual self-evaluation to determine whether they and each of their committees are functioning effectively. While Nasdaq does not impose similar requirements, companieslisted on this exchange, as a matter of good governance, often undertake thisperformance review.
Abstract: We formulate theory and set forth a first-ever empirical analysis of the impact of board of director gender diversity on the broad spectrum of securities fraud, generating three main insights. First, the examined data show strong evidence consistent with the view that the importance of women on boards in mitigating securities fraud lies in the mechanism of diversity itself, such that the optimalpercentage of women on boards is 50% with respect to minimizing securities fraud.
Paper: “C” Is for Crucible: Behavioral Ethics, Culture, and the Board's Role in Csuite Compliance, by Scott Killingsworth –
New Method to Squeezing Out Minority Shareholders (July 2014)
http://bdti.mastertree.jp/f/h9qxszrb
Squeezing Out Minority Shareholders (prior memo)
http://bdti.mastertree.jp/f/rm1vkyl5
The Japaneese government hasnot translated major portions of its Revised Growth Strategy intoEnglish yet, so The Board Director Training Institute of Japan (BDTI)recently translated the partsthat relateto reform of corporate governance. As you will note, among other things Japan has committed to produce:
(From the article) What if lawmakers never spoke to their constituents?
Oddly enough, that’s exactly how corporate America operates. Shareholders vote for directors, but the directors rarely, if ever, communicate with them.
by Charles Duross, James Hough — from JD Supra business Advisorhttp://bit.ly/1oBhYSu
While many people don’t know it, a bribery scandal in Japan in 1976 was part of the motivation for the Foreign Corrupt Practices Act (FCPA), which was signed into law on December 19, 1977.
(The original famous paper, byy Sanjai Bhagat and Bernard Black*)
Japan’s Ministry of Economy, Trade and Industry (METI) has produced these English translations of documents they createdto accelerate thinking in Japan about how to integrate and better utilize outside directors and kansayaku on boards. Overall, they reflect the shift towards a realization that more uniform and higher-level“best practices” are needed, in line with national policy to formulate a corporate governance code.