Explanation of roles of Audit & Supervisory Board Member, etc. for Corporate Governance Reform in Japan

There shall be an extraordinary shareholders meeting of Takeda Pharmaceutical on December 5 and its agenda is about the firms acquisition of Shire. As commented 
in the last paragraph of my essay we are very interested in whether Japanese and non-Japanese institutional shareholders will favor this action , while Japanese instituitional investors have 31% of the firms share and non-Japanese have 35 %.

An UK based fund management company, Asset Value Investors (AVI), will submit their proposal at the 91^st Annual Meeting on June 28^th, which challenges inexplicable and, from their point of view, rather enigmatic shareholdings of a broadcasting giant, TBS Holdings (TBS). I appreciate AVI’s action because it may crack a chink to the enigmatic wall (strategic shareholdings and cross-shareholdings) with which Japanese companies are encircled in a field of nonperforming capital.

On March 13^th, Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code under the Financial Services Agency finally announced draft revisions of the Japan’s Corporate Governance Code and draft Guidelines for Investors and Company Engagement after long discussions among the experts as well as taking up opinions in public from those who have been concerned on these issues since the commencement of the Council on August 7^th in 2015. The FSA now have opened public comment on the Revisions of JCGC to which we, ICGJ, will contribute our opinions. The FSA will close it on April 29^th with the hope of settling it all by June.

Kadota made a presentation about Japanese corporate governance reform at a US Investment Bank’s forum. The forum was consisted of Japanese equity fund managers from both overseasand Japan. The background of holding the tour for the Investment Bank is that there are yet many fund managers who are not persuaded of the effectiveness of Japanese Corporate Governance Code in terms of raising corporate value.

While we have not updated the recent evolution of corporate governance in Japan on this blog since March in this year, there have been decent progresses since then. I would like to explain them to readers of the blog.

Sodanyaku is a prevailing business practice in which ex-senior-executives such as CEO or President take a position with such a name and virtually influences decision makings by the incumbent management even after they stepped down from top executive positions. The most serious problem is that such a position makes it difficult for the incumbent management to change the strategy depending on the circumstances.

The seven independent directors were involved in the resolution of the acquisition of S&W by WH on the Toshiba's board meeting on October, 2015. Fourteen months after the acquisition, Toshiba announced US$ 6.1 billion losses caused by the acquisition. I believe that each of the independent directors has a responsibility to account for what had been going on the whole WH related businesses which are fizzling out.

Behind the colossal losses of Westinghouse (WH) that was disclosed on February 14 by Toshiba, we see Toshiba’s undeniable tendency to cover up their frauds.