Discussion Forum - Page 8 of 116 - The Board Director Training Institute of Japan (BDTI)

Discussion Forum

Latest Discussion

Next Boot Camp is May 31st! Sign Up Now!

Activist Shareholders and Directors, Beware! (Nishimura & Asahi)

2019-11-11 posted by

When exiting minority holdings, not only beware about insider trading rules, but also short-swing profit rules. “Similar to the securities laws of other jurisdictions, Japanese securities laws also have short swing profit rules that require directors (and equivalents thereto) or 10% or greater shareholders to disgorge profits earned from matching buy-sell transactions (i.e., purchases and sales occurring within a six month window of each other, subject to certain limited exceptions) regardless of whether they are in possession of material non-public information. To avoid a costly surprise, an investor should confirm that it has not acquired any Public Company shares during the six month period leading up to the proposed share sale in order to avoid the perfunctory short swing profit disgorgement rules under Japanese securities laws. “

Read More

Some Simple Questions for Softbank

2019-11-11 posted by

For companies with Softbank Group’s corporate governance structure (a company with Board of Statutory Auditors), Article 362 of Japan’s Company Law stipulates the following:

…..(4) [the] Board of directors may not delegate the decision on the execution of important operations such as the following matters to directors: [which means: “may not delegate these matters to directors or anyone else with executive responsibilities. In other words, the board must approve the following: ]
(i) The disposal of and acceptance of transfer of important assets;
(ii) Borrowing in a significant amount;
(iii) The appointment and dismissal of an important employee including managers;
etc. “”

Because of this language in the law, companies draft up “criteria for board decisions” (“fugi kijun”) , and have them approved by the board. These criteria define numerically (and in other ways if necessary) what will be considered “important” under each of the categories set forth above and therefore will require board approval, e.g. purchases of real estate larger than 1.0 Billion Yen (about $10 million), investments or acquisitions larger than 2 Billion Yen ($20 million), etc. – a “limit amount” referred to below as “X” .

Read More

ASIA TIMES:”Japan Inc’s dividends go on a bull run – at last”

2019-11-08 posted by

“Now, the moment which Japanese stock aficionados have long dreamed has arrived. Pressure on CEOs to champion shareholder value and raise returns on equity are paying off with a bull market in dividends. Even better, it may be just beginning. Those are the signals emanating from Nomura, one of Japan Inc’s most fabled investment houses. Its analyst reckons that dividends doled out by blue-chip companies grouped in Tokyo Stock Exchange’s first section hit the US$133 billion mark in August. That’s more than twice what companies were shelling out in 2012. And this windfall is coming even as the global trade war crimps growth and economists warn of a rocky 2020. This raises two pivotal questions. First, can the dividend surge continue? Second, what’s the catch?”

Full article :”Japan Inc’s dividends go on a bull run – at last”

Read More

Goldman Sachs:”The Case for Investing in Japan”

2019-11-05 posted by

“Despite Japan’s aging population and mounting public debt, the country offers a host of investment opportunities, according to Katie Koch, co-head of Goldman Sachs Asset Management’s (GSAM) Fundamental Equity business. Koch recently returned from GSAM’s annual Investor Tour, held this year in Tokyo and Kyoto, where the team hosted 20 CEOs, CIOs and heads of equity from large global institutions along with Japanese policy makers, government officials and C-suite executives….”

Read More

RIETI: International Seminar on “Governance Reforms from Comparative Perspectives”

2019-11-05 posted by

“Waseda Institute for Advanced Study (WIAS) will conduct a 3-day international seminar with Said Business School, University of Oxford, Ecole des hautes etudes en sciences sociales (EHESS) and University of British Columbia (UBC) by Core-to-Core Program of JSPS. A 3-session symposium for invitees will be held on the first day, while the second and third day will be roundtable discussion on the evolving diversity of corporate governance in Europe and emerging countries in Asia. The purposes of this seminar are to wrap up the past research activities and to explore new issues to be challenged….”

Read More

Letter to MOF Japan on FEFTA Bill by ACGA

2019-10-25 posted by

ACGA submitted a letter to the Ministry of Finance (MOF) in Japan to express their deep concerns about the direction and substance of recently proposed amendments to the Foreign Exchange and Foreign Trade Act (FEFTA). They said “If passed, this would cut the threshold for mandatory pre-reporting of foreign investments in restricted sectors from 10% […]

Read More

Vision with Core Values and Ideologies enhances a company’s life cycle

2019-09-25 posted by

We have been observing that life cycles of the companies are shortening every 5 years. The visionary companies are time tested and standing tall and withstanding the headwinds and adversaries in the journey of the Company Life Cycle of even 100 years! Who are such visionary companies? What they do and How they do? What is that core substance which get them glued from “Top to Bottom” with the same mission? How a company can be distinguished as a “VISIONARY COMPANY” from other peer following company?

Read More

Login

Not a member? Register here and immediately make your entry. It takes less than a minute.