Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

<ul>
<li>Early disclosure of convocation notices and the use of electronic voting platforms, as specified in Corporate Governance Code, and electronic voting, which reduces the companies' administrative burden, have also progressed.</li>
<li>Although the provision of English-language convocation notices was included in the Corporate Governance Code, only a few companies still send all documents in English translation.</li>
<li>More than 10 years after the regulatory-changes, few companies still file their annual securities reports prior to AGMs. Few companies take such a proactive approach by changing their company workflow.</li>
</ul>


Early disclosure of convocation notices and the use of electronic voting platforms, as specified in Corporate Governance Code, and electronic voting, which reduces the companies' administrative burden, have also progressed.
Although the provision of English-language convocation notices was included in the Corporate Governance Code, only a few companies still send all documents in English translation.
More than 10 years after the regulatory-changes, few companies still file their annual securities reports prior to AGMs. Few companies take such a proactive approach by changing their company workflow.


Should the 2022 Annual Meeting of Shareholders Be Regarded as Constant Progress?

<ul>
<li>72.9% of companies in prime market complied with the principles of Corporate Governance Code, which defines the concept of ensuring diversity, but no specific targets were set in their disclosures.</li>
<li>If % female directors were raised to 30%, they should be recruited from within the company to executive directors, but very few companies have % female managers exceeding 30%.</li>
<li>Gender discrimination in hiring, gender disparity in access to higher education, issues of leaving/returning to work due to childbirth and child rearing, and gender discrimination in workplace must be resolved.</li>
</ul>


72.9% of companies in prime market complied with the principles of Corporate Governance Code, which defines the concept of ensuring diversity, but no specific targets were set in their disclosures.
If % female directors were raised to 30%, they should be recruited from within the company to executive directors, but very few companies have % female managers exceeding 30%.
Gender discrimination in hiring, gender disparity in access to higher education, issues of leaving/returning to work due to childbirth and child rearing, and gender discrimination in workplace must be resolved.


Raising % of Female Board Directors Requires Solving a Variety of Challenges in Reality

<ul>
<li>FSA, which wanted to add Sustainability section, could reach a compromise with companies that wanted to eliminate quarterly disclosures, but but the discussion of the substantive issues took a backseat.</li>
<li>Since it would be impossible for the supervisory authority not to take action in cases that may occur in future despite empirical evidence, FSA will impose some penalties for misstatements.</li>
<li>Continuity of information is of utmost importance because if a company that has disclosed quarterly stops doing so, investment decisions will be affected by reduced information available for judging stock-valuation.</li>
</ul>


FSA, which wanted to add Sustainability section, could reach a compromise with companies that wanted to eliminate quarterly disclosures, but but the discussion of the substantive issues took a backseat.
Since it would be impossible for the supervisory authority not to take action in cases that may occur in future despite empirical evidence, FSA will impose some penalties for misstatements.
Continuity of information is of utmost importance because if a company that has disclosed quarterly stops doing so, investment decisions will be affected by reduced information available for judging stock-valuation.


Quarterly Disclosure Discussions Leave Investor Perspectives Behind

<ul>
<li>By nature, management is expected to establish an organizational structure that ensures compliance with laws and regulations, and to put in place a management system to ensure such compliance. </li>
<li>This is a governance issue, but it goes beyond that. If a loose corporate culture permeates the company, it would have an impact on various areas, such as reduced competitiveness.</li>
<li>Based on the analysis of Metrical Score, companies that have enhanced their corporate governance and performed stable earnings and high stock valuations would have minimized risk of falling into scandal.</li>
</ul>


By nature, management is expected to establish an organizational structure that ensures compliance with laws and regulations, and to put in place a management system to ensure such compliance. 
This is a governance issue, but it goes beyond that. If a loose corporate culture permeates the company, it would have an impact on various areas, such as reduced competitiveness.
Based on the analysis of Metrical Score, companies that have enhanced their corporate governance and performed stable earnings and high stock valuations would have minimized risk of falling into scandal.


Lax Governance Would Affects Not Only Occurrence of Scandals, but Also Areas Such as Competitiveness

<ul>
<li>For companies applying transitional measures, it was an opportunity to attract investor attention and consider what is listing. This should serve as an opportunity to promote metabolism of listed companies.</li>
<li>Listing fees are set at the highest rates for prime market, so if the number of prime market companies decreases, TSE revenues will decrease. A conflict of interest has arisen.</li>
<li>With such a conflict of interest at TSE, it is unlikely that the contradiction between the prime market concept and listing criteria that many market participants perceive can be resolved.</li>
</ul>


For companies applying transitional measures, it was an opportunity to attract investor attention and consider what is listing. This should serve as an opportunity to promote metabolism of listed companies.
Listing fees are set at the highest rates for prime market, so if the number of prime market companies decreases, TSE revenues will decrease. A conflict of interest has arisen.
With such a conflict of interest at TSE, it is unlikely that the contradiction between the prime market concept and listing criteria that many market participants perceive can be resolved.


Conflicts of Interest Prevent TSE from Resolving Prime Market Listing Criteria Issues

Japan

The TOPIX, also known as the Tokyo Stock Price Index, is a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. The index is supplemented by the subindices of the 33 industry sectors. The index calculation excludes temporary issues and preferred stocks, and has a base value of 100 as of January 4, 1968.

TSE Tokyo Price Index TOPIX (TPX INDEX)

Should the 2022 Annual Meeting of Shareholders Be Regarded as Constant Progress?

I would like to discuss the "Status of the June 2022 General Meeting and Future Trends Concerning Environmental Improvements Related to the...

Metrical Inc

Raising % of Female Board Directors Requires Solving a Variety of Challenges in Reality

I would like to discuss the issues on the Nikkei article, "ACGA Recommends Proposed Revisions to Corporate Governance Code, Including Raising % of...

Metrical Inc

Quarterly Disclosure Discussions Leave Investor Perspectives Behind

I would like to discuss the article in the Nikkei Shimbun "FSA Decides to Consolidate Quarterly Disclosure into Earnings Briefings, but Discussions...

Metrical Inc

Lax Governance Would Affects Not Only Occurrence of Scandals, but Also Areas Such as Competitiveness

I would like to discuss the issues regard to the Nikkei article, "Private Investigation Finds Quality Fraud at Mitsubishi Electric and Others...

Metrical Inc

Conflicts of Interest Prevent TSE from Resolving Prime Market Listing Criteria Issues

I would like to discuss the issues on the Nikkei article, "Investors select companies with transitional criteria for prime market listings."

Metrical Inc