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Tokyo Stock Exchange seeks to sell more diversified Japan Inc. to investors




TOKYO – The Tokyo Stock Exchange wants to make Japan’s leading companies more like their socially aware and diverse US and European counterparts under an improved corporate governance code that went into effect on Friday .

The latest change to the code, originally adopted in 2015, encourages Japan’s largest companies to hire more women and independent directors and tackle human rights and climate issues ahead of an organizational overhaul to the TSE.

The hope is that companies more in line with global governance standards would attract more investors at home and abroad.

The TSE will be removing its current first and second sections, the Mothers Marketplace for Startups and the tech-focused JASDAQ, in April, replacing them with the “Main”, “Standard” and “Growth” markets instead. Companies that should be in the main section are now encouraged to staff one third or more of their boards with outside directors.

Many companies have already worked to improve their governance.

Film studio Toho reduced its board of directors to nine members, from 16 at a general meeting of shareholders in May, while increasing the number of outside directors from two to three, including electing a woman for the board. first time.

Chipmaking equipment maker Tokyo Electron has appointed an attorney as a new external member of the board. If elected at Thursday’s general shareholders’ meeting, she would become the company’s fourth outside director, meaning more than a third of the board would be made up of outside members.

According to the Organization for Economic Co-operation and Development, the share of female directors in large Japanese companies is 11%, less than half of the average of 27% in its 38 mostly advanced economies.

Sanrio, the company behind the Hello Kitty franchise, plans to appoint three of its nine outside directors at its shareholders meeting on June 24. By calling on external experts, it hopes to step up its diversification efforts abroad.

Shin-Etsu Chemical will amend its articles of association at a meeting on June 29 to increase the share of outside directors to 45% of its board of directors.

The updated TSE governance code also urges companies to disclose a “skills matrix” of leadership capabilities and past experience.

Sumitomo Chemical told shareholders this year for the first time that it will provide information on the specialties of its board members, divided into nine areas such as business management, business strategy and marketing, as well as environmental, social and governance issues. Nippon Yusen also made reference for the first time to the skills matrix in his invitation to its general meeting of shareholders.

The updated governance code also defines stricter standards on ESG matters. For example, it urges leading companies to analyze and disclose “the impact of climate change risks and income opportunities on their business operations and profits”, in line with the recommendations of the Financial Disclosure Task Force. linked to the climate created by Financial Stability. Advice.

More than 400 entities in Japan, including telecommunications provider KDDI, are working to meet TCFD recommendations.

On human rights issues, the code calls on companies to “positively and proactively” consider the treatment of their workers and suppliers, among other concerns.

Retailer Aeon set up a dedicated hotline in January where suppliers and their employees can discuss working conditions.

Return on equity for large Japanese companies stood at around 6% at the end of March, significantly lower than the roughly 13% in the United States. The Toronto Stock Exchange hopes the new governance code will help shine a light on companies that are tackling global issues head-on and attract more Japanese and foreign investors to the exchange.

Key ideas, companies should consider better disclosure of cross-shareholdings, as well as third-party assessment of boards of directors, said Kerrie Warring, CEO of the International Corporate Governance Network.

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