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>While the number of companies with majority of independent directors is still small (15.7% of the Metrical Universe as of September 2023), the number of those companies is steadily increasing.</li>
<li>The group of companies with over 50% independent director are superior in market capitalization, ratio of foreign shareholders, ratio of female board members, ROE, ROA, Tobin's Q, and Metrical Score.</li>
<li>Given that the presence of overseas investors remains high, profitability, share price valuation, and corporate governance practices such as independent director ratios will continue to improve in the future.</li>
</ul>


While the number of companies with majority of independent directors is still small (15.7% of the Metrical Universe as of September 2023), the number of those companies is steadily increasing.
The group of companies with over 50% independent director are superior in market capitalization, ratio of foreign shareholders, ratio of female board members, ROE, ROA, Tobin's Q, and Metrical Score.
Given that the presence of overseas investors remains high, profitability, share price valuation, and corporate governance practices such as independent director ratios will continue to improve in the future.


Companies with over 50% Independent Directors Have High Profitability and Stock Valuations

<ul>
<li>Managers self-analyze the factors that lead to P/B of below 1x, as companies fail to appreciate their growth potential and to ensure profitability in excess of their cost of capital.</li>
<li>This seems to be dilemma in that companies' failure to realize sufficient profitability, along with insufficient growth investments, prevents them from sharing the image of corporate value growth with investors.</li>
<li>Managers believe that the first step is to improve ROE by reshuffling business portfolios and promoting profitability improvement, but reducing excess cash and increasing shareholder returns should be pursued simultaneously.</li>
</ul>


Managers self-analyze the factors that lead to P/B of below 1x, as companies fail to appreciate their growth potential and to ensure profitability in excess of their cost of capital.
This seems to be dilemma in that companies' failure to realize sufficient profitability, along with insufficient growth investments, prevents them from sharing the image of corporate value growth with investors.
Managers believe that the first step is to improve ROE by reshuffling business portfolios and promoting profitability improvement, but reducing excess cash and increasing shareholder returns should be pursued simultaneously.


Challenge Is to Simultaneously Reduce Cash on Hand and Achieve Profitability over Cost of Capital

<ul>
<li>Many of the companies that didn't meet the listing criteria for the prime market still failed to gain market recognition over an 18-month period and moved to the standard market.</li>
<li>It is believed that TSE expects more companies to gradually drop out of Prime Market by raising the hurdle for effort targets that aren’t explicitly stated in the listing criteria.</li>
<li>As quality differences gradually emerge between the Prime and Standard markets, the rift between management awareness and shareholders of Standard market-listed companies is likely to deepen in the future.</li>
</ul>


Many of the companies that didn't meet the listing criteria for the prime market still failed to gain market recognition over an 18-month period and moved to the standard market.
It is believed that TSE expects more companies to gradually drop out of Prime Market by raising the hurdle for effort targets that aren’t explicitly stated in the listing criteria.
As quality differences gradually emerge between the Prime and Standard markets, the rift between management awareness and shareholders of Standard market-listed companies is likely to deepen in the future.


The Rift Between Managers and Shareholders of Standard Market-Listed Companies Is Likely to Deepen

<ul>
<li>In TOB case from a parent company, managers of acquired company finally realized that there’s litigation risk from shareholders if there’s flaw in their fiduciary duty to maximize shareholder interests.</li>
<li>In the past, acquisitions with negative goodwill were conducted, but a TOB at a price below book value would require plausible rationales. TSE's request to raise P/B may have affected.</li>
<li>In addition to the increasing dissolution of parent-subsidiary listings, TOBs (or sales) of equity-method affiliates are expected to increase, as in the case of Daiken Kogyo.</li>
</ul>


In TOB case from a parent company, managers of acquired company finally realized that there’s litigation risk from shareholders if there’s flaw in their fiduciary duty to maximize shareholder interests.
In the past, acquisitions with negative goodwill were conducted, but a TOB at a price below book value would require plausible rationales. TSE's request to raise P/B may have affected.
In addition to the increasing dissolution of parent-subsidiary listings, TOBs (or sales) of equity-method affiliates are expected to increase, as in the case of Daiken Kogyo.


Parent-Subsidiary Listing Strategy Expected to Be Even More Attractive

<ul>
<li>Cash usage and return targets should be presented to investors along with cost of capital, but few companies can successfully envision future design due to poor planning for growth investments.</li>
<li>Since there’s a significant positive correlation between ROE+DOE and TOPIX, the company should optimize its cash allocation by demonstrating enhanced shareholder returns until it can design a growth investment plan.</li>
<li>Ajinomoto, which provided cost of capital projections and ROIC targets by business segment, should be commended for its constant communication with investors seeking better disclosure in good times and bad.</li>
</ul>


Cash usage and return targets should be presented to investors along with cost of capital, but few companies can successfully envision future design due to poor planning for growth investments.
Since there’s a significant positive correlation between ROE+DOE and TOPIX, the company should optimize its cash allocation by demonstrating enhanced shareholder returns until it can design a growth investment plan.
Ajinomoto, which provided cost of capital projections and ROIC targets by business segment, should be commended for its constant communication with investors seeking better disclosure in good times and bad.


Return Targets and Use of Cash Should Be Disclosed Together with Cost of Capital

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)

Companies with over 50% Independent Directors Have High Profitability and Stock Valuations

I would like to discuss the issues on the ratios of independent directors of the 1,787 companies in the Metrical Universe at the end of September...

Metrical Inc

Challenge Is to Simultaneously Reduce Cash on Hand and Achieve Profitability over Cost of Capital

I would like to discuss the issues on the September 27th Nikkei Shimbun article, "60% of Top Managers Target Double-Digit ROE, Growth Through Human...

Metrical Inc

The Rift Between Managers and Shareholders of Standard Market-Listed Companies Is Likely to Deepen

I would like to discuss the issues on the September 27 Nikkei Shimbun article, "Over 160 Companies Leave TSE Prime Market, 20% Decrease in 1.5...

Metrical Inc

Parent-Subsidiary Listing Strategy Expected to Be Even More Attractive

I would like to discuss the issues on the September 29th Nikkei Shimbun article, "Subsidiaries negotiate with parent companies one after the other...

Metrical Inc

Return Targets and Use of Cash Should Be Disclosed Together with Cost of Capital

I would like to discuss the issues of the September 18 Nikkei article, "Companies Sharpen Awareness of Cost of Capital."

Metrical Inc