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>Companies with large shareholders' interests of 20% or more account for 779 of 1,784 companies in Metrical Universe. A number of companies are investment targets as TOB  and MBO candidates.</li>
<li>Companies with large shareholder influence may feel distanced from general corporate governance practices, but their interests are aligned with those of minority shareholders in terms of shareholder-oriented management.</li>
<li>For quality markets, it's necessary to reduce the number of companies by increasing TOBs and MBOs, and to do so, managers need to be aware of the cost of listing.</li>
</ul>


Companies with large shareholders' interests of 20% or more account for 779 of 1,784 companies in Metrical Universe. A number of companies are investment targets as TOB  and MBO candidates.
Companies with large shareholder influence may feel distanced from general corporate governance practices, but their interests are aligned with those of minority shareholders in terms of shareholder-oriented management.
For quality markets, it's necessary to reduce the number of companies by increasing TOBs and MBOs, and to do so, managers need to be aware of the cost of listing.


For Increasing TOBs and MBOs, Managers Should Be Aware of Listing Costs and PE Market Should Expand

<ul>
<li>Rather than "management with awareness of stock price," the question is whether management is carrying out its duties toward "the goal of increasing shareholder interests," to put it more accurately.</li>
<li>In determining TOB price, the question is whether independent committee was established, whether that committee actually functioned, and whether the directors performed their duties in the best interests of shareholders.</li>
<li>The real objective of an MBO is to restart the company for a sustainable expansion of corporate value, not to rip off the equity stake of a bothersome activist investor.</li>
</ul>


Rather than "management with awareness of stock price," the question is whether management is carrying out its duties toward "the goal of increasing shareholder interests," to put it more accurately.
In determining TOB price, the question is whether independent committee was established, whether that committee actually functioned, and whether the directors performed their duties in the best interests of shareholders.
The real objective of an MBO is to restart the company for a sustainable expansion of corporate value, not to rip off the equity stake of a bothersome activist investor.


The Objective of an MBO Is Not to Strip Bothersome Activist Investors of Their Equity Interests

<ul>
<li>The efforts of SMEs aren't initiatives for disclosure by listed companies, but measures born out of situations that compelled them to promote diversity as integral part of their business operations.</li>
<li>Not only SMEs, but also listed companies with management keenly aware of business risks could promote diversity initiatives that are rooted in their business without taking time to make decisions.</li>
<li>The goal should be to make human capital and diversity a core competence rooted in the business, not a passive initiative such as doing it for disclosure.</li>
</ul>


The efforts of SMEs aren't initiatives for disclosure by listed companies, but measures born out of situations that compelled them to promote diversity as integral part of their business operations.
Not only SMEs, but also listed companies with management keenly aware of business risks could promote diversity initiatives that are rooted in their business without taking time to make decisions.
The goal should be to make human capital and diversity a core competence rooted in the business, not a passive initiative such as doing it for disclosure.


Key to Promote Diversity Isn't Company's Size but Rather Manager's Judgment and Ability to Execute

<ul>
<li>Not much progress has been made in the early disclosure of convocation notices. The key to even earlier disclosure of convocation notices is the moving up of earnings announcement dates.</li>
<li>Overseas investors require that all materials in the notice of convocation be provided translated in English, and only 27.3% of prime market listed companies have responded.</li>
<li>Few companies file their annual securities reports prior to AGMs. This can be taken as companies' intention to provide as little detailed information as possible to shareholders prior to AGMs.</li>
</ul>


Not much progress has been made in the early disclosure of convocation notices. The key to even earlier disclosure of convocation notices is the moving up of earnings announcement dates.
Overseas investors require that all materials in the notice of convocation be provided translated in English, and only 27.3% of prime market listed companies have responded.
Few companies file their annual securities reports prior to AGMs. This can be taken as companies' intention to provide as little detailed information as possible to shareholders prior to AGMs.


Companies Keen to Reduce Administrative Costs, but Reluctant to Provide Convenience to Shareholders

<ul>
<li>60% companies have established policies to promote human capital. Companies will be asked whether their goals are reasonable and whether their actual measures and progress toward those goals are sufficient.</li>
<li>Since many companies have set a target of 14-15% for % female managerial positions around 2025, it makes us worry whether they can really achieve 30% target in 2030.</li>
<li>Few companies have disclosed specific impact estimates under certain conditions. It’s expected that some proactive companies will push others to do the same regarding "Scope 3" in the future.</li>
</ul>


60% companies have established policies to promote human capital. Companies will be asked whether their goals are reasonable and whether their actual measures and progress toward those goals are sufficient.
Since many companies have set a target of 14-15% for % female managerial positions around 2025, it makes us worry whether they can really achieve 30% target in 2030.
Few companies have disclosed specific impact estimates under certain conditions. It’s expected that some proactive companies will push others to do the same regarding "Scope 3" in the future.


Demand for Disclosure to Answer the Goal of Promoting Sustainability to Increase Corporate 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)

For Increasing TOBs and MBOs, Managers Should Be Aware of Listing Costs and PE Market Should Expand

I would like to discuss the issues on the December 4 Nikkei article, "Investors on the Move, Targeting Founding Family Companies, in Search of Next...

Metrical Inc

The Objective of an MBO Is Not to Strip Bothersome Activist Investors of Their Equity Interests

I would like to discuss the issues on the November 28th Nikkei Shimbun article "Whose Fault is it that TOB Fails? Increasingly Important: "Stock...

Metrical Inc

Key to Promote Diversity Isn't Company's Size but Rather Manager's Judgment and Ability to Execute

I would like to discuss the issues on the November 27 Nikkei article, "Diversity Wave in Small and Medium Enterprises: Male Maternity Leave and...

Metrical Inc

Companies Keen to Reduce Administrative Costs, but Reluctant to Provide Convenience to Shareholders

I would like to discuss TSE's disclosure, "Status of the June 2023 General Meetings and Future Trends Regarding the Environmental Improvements...

Metrical Inc

Demand for Disclosure to Answer the Goal of Promoting Sustainability to Increase Corporate Value

I would like to discuss the issues on the Nikkei article of November 21, "Nikkei Survey Finds 60% of Japanese Firms Place More Emphasis on Human...

Metrical Inc