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>TSE wants to make disclosure of financial statements in English mandatory, which many prime market companies do, and to require disclosure in both Japanese and English on the same day.</li>
<li>The focus will be on expanding to English-language disclosure of documents such as annual securities reports and corporate governance reports, which are in high demand by overseas investors.</li>
<li>Inadequate English-language disclosure has directly affected listed companies by preventing IR meetings from deepening dialogue and negatively impacting investment decisions.</li>
</ul>


TSE wants to make disclosure of financial statements in English mandatory, which many prime market companies do, and to require disclosure in both Japanese and English on the same day.
The focus will be on expanding to English-language disclosure of documents such as annual securities reports and corporate governance reports, which are in high demand by overseas investors.
Inadequate English-language disclosure has directly affected listed companies by preventing IR meetings from deepening dialogue and negatively impacting investment decisions.


The Standard that All 1,600 Prime Market Companies Could Do Would Be Loose

<ul>
<li>About half of the prime market companies were able to communicate to investors that they are aware of their cost of capital and are committed to share price conscious management.</li>
<li>Half of the companies are reluctant to engage in constructive dialogue with investors, sustainable growth and medium-to-long-term improvement of corporate value, which is the concept of prime market listing criteria.</li>
<li>A quarter of prime market listed companies disclosed in English. Since TSE requires disclosure of this information in Corporate Governance Report, disclosure in English of this document becomes more important.</li>
</ul>


About half of the prime market companies were able to communicate to investors that they are aware of their cost of capital and are committed to share price conscious management.
Half of the companies are reluctant to engage in constructive dialogue with investors, sustainable growth and medium-to-long-term improvement of corporate value, which is the concept of prime market listing criteria.
A quarter of prime market listed companies disclosed in English. Since TSE requires disclosure of this information in Corporate Governance Report, disclosure in English of this document becomes more important.


3/4 of the Companies Are Giving up the Opportunity to Communicate Their Value to Overseas Investors

<ul>
<li>With IPOs becoming a place for founders to recoup their capital, and the desire for post-IPO growth declining, IPOs are a place for retail investors to speculate using scarce liquidity.</li>
<li>If a market is provided that recovers funds without relying on IPOs, IPOs will become larger and more selective, which brings them closer to the investment focus of institutional investors.</li>
<li>The expansion of the private equity market will play a significant role in the "industry restructuring," as more M＆As between private companies and public companies are expected to take place.</li>
</ul>


With IPOs becoming a place for founders to recoup their capital, and the desire for post-IPO growth declining, IPOs are a place for retail investors to speculate using scarce liquidity.
If a market is provided that recovers funds without relying on IPOs, IPOs will become larger and more selective, which brings them closer to the investment focus of institutional investors.
The expansion of the private equity market will play a significant role in the "industry restructuring," as more M＆As between private companies and public companies are expected to take place.


Will the Creation of a Private Stock Market Help Accelerate Industry Restructuring?

<ul>
<li>In order to carefully select IPOs and increase MBO/TOB, management's mindset should be shifted to expanding shareholder interests and IPOs that are not for tax-saving purposes.</li>
<li>Many companies still have top management even though the founding family's holdings have already declined. Such companies have relatively low ROE, ROA, and Tobin's Q.</li>
<li>For MBO candidates, the key is to think on the side of institutional investors who propose MBOs through engagement with decision makers and PE funds who provide　capital and business plans.</li>
</ul>


In order to carefully select IPOs and increase MBO/TOB, management's mindset should be shifted to expanding shareholder interests and IPOs that are not for tax-saving purposes.
Many companies still have top management even though the founding family's holdings have already declined. Such companies have relatively low ROE, ROA, and Tobin's Q.
For MBO candidates, the key is to think on the side of institutional investors who propose MBOs through engagement with decision makers and PE funds who provide　capital and business plans.


Companies that Don't Have Growth Plans but Are Competitive in a Specific Market Are Targeted for MBO

<ul>
<li>P/B's slightly higher valuations in October 2023 while ROE, EPS, and BPS did not change much were due to external factors, not internal factors.</li>
<li>Clearly, improvements in ROE and ROA are effective in improving stock valuations, but valuations have further increased for companies with higher valuations and profitability for the past year.</li>
<li>Some of these companies have begun to use cash more effectively for investment and shareholder returns. The gap in market capitalization between these companies and the rest will increasingly widen.</li>
</ul>


P/B's slightly higher valuations in October 2023 while ROE, EPS, and BPS did not change much were due to external factors, not internal factors.
Clearly, improvements in ROE and ROA are effective in improving stock valuations, but valuations have further increased for companies with higher valuations and profitability for the past year.
Some of these companies have begun to use cash more effectively for investment and shareholder returns. The gap in market capitalization between these companies and the rest will increasingly widen.


Companies with High Stock Valuations and High Profitability Will Increasingly Attract Investment

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)

The Standard that All 1,600 Prime Market Companies Could Do Would Be Loose

I would like to discuss the issues on the January 16 Nikkei article, "TSE to Mandate English Disclosure for 1,600 Prime Market Companies by 2025."

Metrical Inc

3/4 of the Companies Are Giving up the Opportunity to Communicate Their Value to Overseas Investors

I would like to discuss the issues raised in the TSE's January 15 disclosure on "Measures to Achieve Management Conscious of Cost of Capital and...

Metrical Inc

Will the Creation of a Private Stock Market Help Accelerate Industry Restructuring?

I would like to discuss the issues on the December 17 Nikkei article, Overseas Investors Focus on Japan's Unlisted Stocks, Hoping to Expand 'Exit'."

Metrical Inc

Companies that Don't Have Growth Plans but Are Competitive in a Specific Market Are Targeted for MBO

I would like to discuss the issues on the January 14 Nikkei Newspaper article, "Next MBO, Money Focuses on Weak Stocks and Founding Family Companies."

Metrical Inc

Companies with High Stock Valuations and High Profitability Will Increasingly Attract Investment

I would like to discuss the issues on the January 10 Nikkei Shimbun article, "Nikkei 225 Stock Price Index at 33-year High, P/B Reforms Successful,...

Metrical Inc