Dear Fellow CII Member,
Japan's “Council of Experts Concerning the Corporate Governance Code”, headed by the Financial Services Agency (FSA) and Tokyo Stock Exchange (TSE) comprising a joint secretariat, has finalized its draft of Japan's first Corporate Governance Code. During the next few weeks, the draft will be translated into English, and then put out for public comment, but it probably will not change much. In 2015, it will be reflected in the TSE's new listing standards, which must come into effect by June of 2015 (i.e. before the main AGM season).
The 26-page Japanese draft, which will probably be 40 pages or longer in its English version, contains many detailed provisions. It is based on the OECD's Principles of Corporate Governance (an OECD official was advisor), but of course also reflects present conditions and the legal framework in Japan. It will apply to all TSE-1 and TSE-2 (2nd level) listed firms, and with some possible adjustment for the burdens of compliance for smaller firms, also to all other exchange-traded companies in Japan.
Assuming that it does not get watered down, I believe the draft is an excellent start, considering that this is Japan's very first governance code and the intensity of historical opposition to certain of its features. In the blog post below, I have summarized some (but no means all) of the draft code’s features:
http://bdti.or.jp/english/node/941
If you have any questions, please feel free to contact me.
Regards
Nicholas Benes nbenes@bdti.or.jp
Representative Director
The Board Director Training Institute of Japan
PS – Members should know that the CII’s letters, especially this one sent last July by Ann Yerger, were helpful here in Japan in order to include the right substance in the draft code.
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