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>Since many prime market listed companies have already achieved the gender and TCFD criteria, this will unlikely to be a major issue with regard to Glass Lewis' criteria changes.</li>
<li>The ROE for the exception rule for companies with large policy shareholdings should have been even higher, not the same as the TSE's 5-year average ROE of 8%.</li>
<li>The criteria for maximum tenure of outside directors should not have provided magic number, but rather performance and other factors that would determine whether he/she is qualified for the position.</li>
</ul>


Since many prime market listed companies have already achieved the gender and TCFD criteria, this will unlikely to be a major issue with regard to Glass Lewis' criteria changes.
The ROE for the exception rule for companies with large policy shareholdings should have been even higher, not the same as the TSE's 5-year average ROE of 8%.
The criteria for maximum tenure of outside directors should not have provided magic number, but rather performance and other factors that would determine whether he/she is qualified for the position.


Whatever the Proxy Voting Advisor's Criteria, It Is How Investors Actually Conduct Themselves

<ul>
<li>In 2023, % Woman Board Members increased progressively even in companies with lower corporate governance scores. Many companies are unanimous in their commitment to appointing women board members.</li>
<li>Together with the fact that business challenges have not been solved by only having people who think alike, 90% of institutional investors said that information on women's activities is important.</li>
<li>Companies with over 25% women on their boards have superior values in profitability and stock valuation. Managers should implement the promotion of women in order to transition to value-creating management.</li>
</ul>


In 2023, % Woman Board Members increased progressively even in companies with lower corporate governance scores. Many companies are unanimous in their commitment to appointing women board members.
Together with the fact that business challenges have not been solved by only having people who think alike, 90% of institutional investors said that information on women's activities is important.
Companies with over 25% women on their boards have superior values in profitability and stock valuation. Managers should implement the promotion of women in order to transition to value-creating management.


Investors Want to See a Shift in Management to Create Value, Not Just Meet Government Target Numbers

<ul>
<li>There was modest improvements in corporate governance in 2023, without any Code revisions. About two thirds of companies showed little improvement in their corporate governance practices over the past year.</li>
<li>However, the increase in % Woman Board Members, a touchstone for measuring the improvement attitude of some companies that have shown improvement, gives us hope for the future.</li>
<li>Companies with Metrical CG scores rising below 2.5 points and those with declines have challenges with their use of cash, along with their stock repurchase and dividend policies.</li>
</ul>


There was modest improvements in corporate governance in 2023, without any Code revisions. About two thirds of companies showed little improvement in their corporate governance practices over the past year.
However, the increase in % Woman Board Members, a touchstone for measuring the improvement attitude of some companies that have shown improvement, gives us hope for the future.
Companies with Metrical CG scores rising below 2.5 points and those with declines have challenges with their use of cash, along with their stock repurchase and dividend policies.


Governance Improvement in 2023 Was Modest but Saved by a Rise in % Woman Board Members

<ul>
<li>Over the past year, Tobin's Q increased slightly for listed companies as a whole; companies that increased their ROE and ROA increased their Tobin's Q. vice versa.</li>
<li>Companies that originally had high stock valuations and high ROE and ROA increased their valuations by becoming more profitable. Raising ROE and ROA is the key to higher valuations.</li>
<li>For companies with low valuations, it wasn't easy to raise ROE and ROA solely at TSE's request. Some of companies whose stock valuations have fallen will go private through MBOs.</li>
</ul>


Over the past year, Tobin's Q increased slightly for listed companies as a whole; companies that increased their ROE and ROA increased their Tobin's Q. vice versa.
Companies that originally had high stock valuations and high ROE and ROA increased their valuations by becoming more profitable. Raising ROE and ROA is the key to higher valuations.
For companies with low valuations, it wasn't easy to raise ROE and ROA solely at TSE's request. Some of companies whose stock valuations have fallen will go private through MBOs.


Higher ROE & ROA Are Keys to Higher Valuation, but This Wasn't Easy for Companies with Low Valuation

<ul>
<li>% of independent directors continued a modest rise, and % of women board members still reached 10% level. 6 of 1,788 companies transitioned to Company with US type 3 Committees.</li>
<li>Growth Policy score improved as more companies included ROIC in their KPIs, and AGM Disclosures score improved as the majority of prime market listed companies joined the voting platform.</li>
<li>Scores related to the use of cash and IR Disclosures score also didn’t improve noticeably. Companies are not taking action on how to use cash to expand their corporate value.</li>
</ul>


% of independent directors continued a modest rise, and % of women board members still reached 10% level. 6 of 1,788 companies transitioned to Company with US type 3 Committees.
Growth Policy score improved as more companies included ROIC in their KPIs, and AGM Disclosures score improved as the majority of prime market listed companies joined the voting platform.
Scores related to the use of cash and IR Disclosures score also didn’t improve noticeably. Companies are not taking action on how to use cash to expand their corporate value.


Corporate Governance in Japan Is Improving, but Has yet to Take Steps to Create Value

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)

Whatever the Proxy Voting Advisor's Criteria, It Is How Investors Actually Conduct Themselves

I would like to discuss the issues on the January 7 Nikkei article, "U.S. Voting Advisory Glass Lewis Eliminates Gender Criteria and Other...

Metrical Inc

Investors Want to See a Shift in Management to Create Value, Not Just Meet Government Target Numbers

I would like to discuss the issues on the December 25 Nikkei Shimbun article, "Prime Minister Declares Female Board Members of Prime Market Listed...

Metrical Inc

Governance Improvement in 2023 Was Modest but Saved by a Rise in % Woman Board Members

I would like to discuss the issues on what companies have improved their corporate governance practices in the year 2023.

Metrical Inc

Higher ROE & ROA Are Keys to Higher Valuation, but This Wasn't Easy for Companies with Low Valuation

I would like to discuss the issues on what companies have increased their stock valuations over the year 2023 by examining Metrical Universe 1,755...

Metrical Inc

Corporate Governance in Japan Is Improving, but Has yet to Take Steps to Create Value

I would like to discuss how much progress has been made in corporate governance initiatives by listed companies during the year 2023.

Metrical Inc