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Author: Gen Goto Publisher: ISBN: Category : Languages : en Pages : 21
Book Description
In recent years, Japan has been working on corporate governance reforms, focusing on the roles of outside/independent directors. Among others, the 2014 Reform of the Companies Act and the 2015 Japanese Corporate Governance Code introduced “comply or explain” rules regarding appointment of one outside director or two independent directors, respectively. These reforms turned out to be quite effective. Within the companies listed in the First Section of Tokyo Stock Exchange, the ratio of those appointing one or more outside directors jumped up from 48.5% in 2010 to 55.4% in 2012, 74.3% in 2014, and to 98.8% in 2016. It is still quite rare, however, for Japanese companies to appoint more outside/independent directors to reach one third or majority of their boards of directors.While such reforms focusing on board independence may seem to be in line with the global trend since the UK's Cadbury Report in 1992, although at a quite modest rate, it does not necessarily follow that the reason of having these reforms are also similar to those of other jurisdictions. Unlike many other corporate governance reforms around the world, the recent reforms in Japan are not responses to corporate scandals. Rather, the current government emphasizes corporate governance reform and board independence as a key to revitalize Japanese economy. The problem is that it is not so clear how outside/independent directors can contribute to increase corporate value and overall economic growth.After describing the situation before and the contents of the recent reforms, this paper analyzes the various roles expected to be performed by outside/independent directors in Japan and argues that more attention should be paid to the possible intra-jurisdictional divergence in addition to the inter-jurisdictional difference regarding outside/inside directors.
Author: Gen Goto Publisher: ISBN: Category : Languages : en Pages : 21
Book Description
In recent years, Japan has been working on corporate governance reforms, focusing on the roles of outside/independent directors. Among others, the 2014 Reform of the Companies Act and the 2015 Japanese Corporate Governance Code introduced “comply or explain” rules regarding appointment of one outside director or two independent directors, respectively. These reforms turned out to be quite effective. Within the companies listed in the First Section of Tokyo Stock Exchange, the ratio of those appointing one or more outside directors jumped up from 48.5% in 2010 to 55.4% in 2012, 74.3% in 2014, and to 98.8% in 2016. It is still quite rare, however, for Japanese companies to appoint more outside/independent directors to reach one third or majority of their boards of directors.While such reforms focusing on board independence may seem to be in line with the global trend since the UK's Cadbury Report in 1992, although at a quite modest rate, it does not necessarily follow that the reason of having these reforms are also similar to those of other jurisdictions. Unlike many other corporate governance reforms around the world, the recent reforms in Japan are not responses to corporate scandals. Rather, the current government emphasizes corporate governance reform and board independence as a key to revitalize Japanese economy. The problem is that it is not so clear how outside/independent directors can contribute to increase corporate value and overall economic growth.After describing the situation before and the contents of the recent reforms, this paper analyzes the various roles expected to be performed by outside/independent directors in Japan and argues that more attention should be paid to the possible intra-jurisdictional divergence in addition to the inter-jurisdictional difference regarding outside/inside directors.
Author: D. Hugh Whittaker Publisher: OUP Oxford ISBN: 019160982X Category : Business & Economics Languages : en Pages : 316
Book Description
Japanese corporate governance and managerial practice is at a critical juncture. At the start of the decade pressures mounted for Japan to move to a shareholder-value driven, 'Anglo-American' system of corporate governance. Subsequent changes, however, may be seen as an adjustment and renewal of the post-war model of the Japanese firm. In adapting to global corporate governance standards, Japanese managers have also been reshaping them according to their own agenda of reform and restructuring of decision-making processes. The board's role is seen in terms of strategic planning rather than monitoring, and external directors are viewed as advisers, not as representatives of the shareholders. Managers have adopted a variety of defences against hostile takeovers, including poison pills in some cases. Although shareholder influence is more extensive than it was, central aspects of the Japanese 'community firm' remain in place. The commitment to stable or 'lifetime' employment for a core of employees, although coming under severe pressure, is still an important point of reference for Japanese management. Corporate Governance and Managerial Reform in Japan is based on detailed and intensive field work in large Japanese companies and interviews with investors, civil servants, and policy makers in the period following the adoption of significant corporate law reforms in the early 2000s up to the months just before the global financial crisis of 2008. The Japanese experience suggests that there are limits to the global convergence of company law systems, and that the widespread association of Anglo-American practices with the 'modernization' of corporate governance has been misplaced. This conclusion is unlikely to be altered - it may be reinforced - by reactions to the financial crisis.
Author: Torsten Spiegel Publisher: ISBN: Category : Languages : en Pages : 47
Book Description
Effective monitoring of management is at the core of the corporate governance debate. One tool to compensate for existing monitoring deficits is the independent director. While board independence is a global standard of “good corporate governance,” it has increasingly become the subject of hefty criticism, not least in the US as its country of origin. In contrast, the reception of the independent director in Japan has only recently picked up speed against the background of Abenomics, a plan for revitalizing the Japanese economy.This article examines the question of how the independent director as a legal transplant fits into the corporate governance system in Japan, which has so far been largely isolated from outsider influence. The study begins by providing the comparative background necessary for understanding recent Japanese developments. It then examines the institutional framework and characteristics of traditional Japanese corporate governance before discussing the opening of the closed system through the reforms of the twenty-first century, including those of 2015. Finally, it explores the crucial question of whether these reforms and the independent director in its current form can build on or bring about substantial change to Japanese corporate governance.
Author: Dan W. Puchniak Publisher: Cambridge University Press ISBN: 1316846091 Category : Law Languages : en Pages : 638
Book Description
The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.
Author: Yuan Zhao Publisher: Kluwer Law International B.V. ISBN: 9041136045 Category : Business & Economics Languages : en Pages : 242
Book Description
More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.
Author: Bruce E. Aronson Publisher: ISBN: Category : Languages : en Pages : 35
Book Description
Japan has been widely criticized as being slow to reform a corporate governance system that seemingly remains fixed on the interests of employees over shareholders and unresponsive to recent global trends such as the spread of independent directors. This Essay seeks to present a more nuanced and balanced view of the ongoing evolution of Japanese corporate governance. This Essay discusses how analysis of Japanese corporate governance is hampered by the lack of both an agreed upon standard for evaluating change in Japan and data concerning important governance practices, such as the actual role of company auditors (kansayaku). The main, focus, however, is on describing and evaluating experimentation at leading individual Japanese companies that seeks to address monitoring and other fundamental issues of corporate governance in Japan by developing a "hybrid" system of governance. This system attempts to combine the best elements of the board management and monitoring models, i.e., the information access of insiders and the independence of outsiders, in a way that results in real board discussion and management oversight.The Essay goes on to identify and briefly discuss three key issues that may be critical in influencing the future direction of Japan's corporate governance system and practices: the role of domestic institutional investors, the development of a standardized hybrid model, and the adjustment of Japanese corporate governance to the demands of globalization.
Author: Dionysia Katelouzou Publisher: Cambridge University Press ISBN: 1108906893 Category : Law Languages : en Pages : 723
Book Description
This is the first in-depth comparative and empirical analysis of shareholder stewardship, revealing the previously unknown complexities of this global movement. It highlights the role of institutional investors and other shareholders, examining how they use their formal and informal power to influence companies. The book includes an in-depth chapter on every jurisdiction which has adopted a stewardship code and an analysis of stewardship in the world's two largest economies which have yet to adopt a code. Several comparative chapters draw on the rich body of jurisdiction-specific analyses, to analyze stewardship comparatively from multiple interdisciplinary perspectives. Ultimately, this book provides a cutting-edge and comprehensive understanding of shareholder stewardship which challenges existing theories and informs many of the most important debates in comparative corporate law and governance.
Author: Harpreet Kaur Publisher: Cambridge University Press ISBN: 1108913075 Category : Law Languages : en Pages : 1013
Book Description
All over the world, companies play an important role in the economy. Different types of stakeholders hold the reins in these companies. An important class are the shareholders that finance the activities of these companies. In return, stakeholders have a say on how these companies should be organized and structure their activities. This is primarily done through voting and engaging. These mechanisms of voting and engaging allow the shareholders to decide significant aspects of the company structure, from who governs it to how much directors are paid. However, how shareholders vote and engage and how far their rights stretch are organized differently in different countries. This pioneering book provides insights into what rights these shareholders have and how the shareholders of companies in nineteen different jurisdictions participate in corporate life through voting and engaging. Comparative and international in scope, it pays particular attention to how jurisdictions align and differ around the world.
Author: Maria Ilieva Publisher: ISBN: Category : Languages : en Pages : 18
Book Description
In the context of the Corporate Governance Code enactment in Japan, we examine how newly introduced outside directors in Japanese boards obtain information to take part in the decision-making process. We conducted a systematic review of the literature and found 18 peer-reviewed publications in a time span between 2000 and 2016 that described the asymmetry of information between the insider group of board directors (including the CEO) and the outside board members. Our findings show that for the course of more than a decade, despite all changes and reforms, the role of board directors, whether insiders or outsiders, is still supplementary. They are treated more as advisors than active part in the decision-making process. We reveal different insider sources of information as forming social ties with the CEO and/or inside board directors and collaboration with Audit & Supervisory Board (Kansayaku), which can help reduce this asymmetry and improve the decision-making process. We assume that it will be easier for the outsiders to establish contacts and form social ties with the Audit & Supervisory Board members because of their unspoken lower status and thus to obtain more information about the company internal affairs and discussions that take place during the informal meetings, where only insiders (including the CEO) are present.
Author: Gen Goto
Author: Gen Goto
Author: D. Hugh Whittaker
Author: Torsten Spiegel
Author: Dan W. Puchniak
Author: Yuan Zhao
Author: Bruce E. Aronson
Author: Dionysia Katelouzou
Author: Harpreet Kaur
Author: Maria Ilieva
Author: Takuma Kochiyama