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[ BDTI is seeking to collect any and all public comments recently submitted to TSE per is public comment process. We have recently received this one from Steven Towns of Active Investing. Please feel free to send your comment to BDTI at info@bdti.or.jp. ]
Sent: Thursday, March 29, 2012 12:36 PM
To: jojo-kikaku@tse.or.jp
Cc: steven.towns
Subject: Public Comment (Restoring confidence in the securities mkt)
Dear Tokyo Stock Exchange Listing Department:
GlobalProxyWatch's recent Newsletter summarized Michael Woodford'sriveting speech at the spring meeting of the Council of Institutional Investors, including his advice to the TSE to promulgate rules requiring issuers to provide executive directors with comprehensive training “to better acquaint them with their legal duties and liabilities.”
Below is an excerpt. You can sign up for Global ProxyWatch's popular Newsletter here: http://www.proxywatch.com/
The followingentry appeared as part of GovernanceMetrics International’s GMI Blog. GMI is the leading independent provider of global corporate governance and ESG ratings and research. Corporate stakeholders – including leading investors, insurers, auditors, regulators and others – use GovernanceMetrics services to identify and monitor risks related to non-financial measures covering key environmental, social, governance and accounting risk factors.
April 03, 2012
Hi all, writing to say that I submitted, as a US-based investor in Japanese equities, a comment that seems to touch on points similar to those BDTI advocates. In summary, since public companies' in Japan have boards comprised primarily of executive directors, training for a lone, or small majority of, outside director(s) is insufficient. More independent directors are of course welcomed from the point of view of investors. However, there needs to be assurance that executive and outside directors are qualified to serve as such.
Japan Society of California made Comments on the TSE’s February 28, 2012 Revisions to Listing Rules Regarding Corporate Governance to Restore Confidence in the Securities Market
In their comments, they brought up a topic regarding the education of directors.
The CFA Institute Standards and Financial Market Integrity Division and CFA Society of Japan made comments on the main item in the document, namely on the introduction of independent directors. And to ensure proper fulfillment of the function of independent director, CFA Institute strongly suggests proper training of directors, as below.
From: MICHAEL WOODFORD
Sent: 26 March 2012 23:06
To: 'jojo-kikaku@tse.or.jp'
Subject: PUBLIC COMMENT IN RESPECT OF THE TOKYO STOCK EXCHANGE'S REVISIONS TO LISTING RULES REGARDING CORPORATE GOVERNANCE TO RESTORE CONFIDENCE IN THE SECURITIES MARKETS
Dear Sirs,
The TSE conducted a public comment process with respect to its proposed Revisions to Listing Rules Regarding Corporate Governance to Restore Confidence in the Securities Market. The deadline for submissions was March 29th. We will be posting any public comments submissions that anyone cares to send to us.
TSE's Proposed Revisions to Listing Rules Regarding Corporate Governance to Restore Confidence in the Securities Market
http://bdti.mastertree.jp/f/ov0xn2hq
(Just look at all the things our friends in the US have to go through simply in order to be able to get their shareholder proposals to nominate directors in the Proxy materials.To Japan's credit, it already provides clear access to the proxy for anyone holding the lesser of 1% of total shares or 300 units – a low hurdle. )
Introduction: