Japan FSA Issues Proposal to Revise Corporate Governance Code

The changes will improve board independence, promote board diversity, and enhance climate-related and ESG disclosures by top-tier listed companies.

A council of experts established by the Tokyo Stock Exchange (TSE) and the Financial Services Agency (FSA) has published proposed revisions to Japan’s Corporate Governance Code and the Guidelines for Investor and Company Engagement.

The Corporate Governance Code was compiled in 2015 and revised in 2018, while the Guidelines for Investor and Company Engagement were compiled in 2018. This is the second time the Code is being revised, and the first revision of the Guidelines.

A key driver for the revisions is to ensure that top-tier companies are able to enhance their corporate governance ahead of the TSE’s reorganisation which will take effect in April 2022.

FSA commissioner Ryozo Himino has indicated earlier this year that work was underway to revise the corporate governance code. Last month, he specifically enphasised plans to introduce specific principles in the code relating to climate change.

The revisions are aimed at:

  • enhancing board independence through an increase in the number of independent directors for Prime Market companies from at least two to at least one-third of the board, and the establishment of a nomination committee and a remuneration committee
  • promoting diversity through the adoption of voluntary targets for appointing females, non-Japanese and mid-career professionals to board=level positions
  • encouraging greater attention to and disclosure of sustainability and ESG initiatives, and enhancing climate-related disclosure based on the TCFD recommendations for Prime Market companies
  • enabling independent directors to form independent special committees to address conflicts of interest between parent companies and minority shareholders
  • promoting the use of electronic voting platforms and disclosure in English at Prime Market listed companies

The proposals, detailed here, are open for comment until 7 May.

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