Corporate governance reforms: making Japanese corporations great again?
Understanding how Japanese Boards of Directors function helps you close deals Monday, May 28, 2018, 19:00-21:00 at CCIFJ
Stimulating Japanese companies’ growth is a key element of Prime Minister Abe’s economic growth policies. For companies to grow, management needs to be improved, Boards of Directors need to bring in diverse experiences and new ideas, and Boards need to control executive management effectively. Corporate governance is important for investors, and also for those aiming to achieve major decisions from Japanese companies. If you want to make a major sale, an M&A transaction or create a partnership with a Japanese company, you need to understand how Japanese companies take decisions at Board of Directors level.
The speaker is one of a limited number of foreigners with several years experience as Board Director and member of the Supervisory & Audit committee of a Japanese stock market listed company. His presentation will aim to give you a hands-on understanding of Japanese Board of Directors work from an insider with several years Japanese Board experience. He will illustrate this with an example, where he helped a European industrial group achieve agreement to cooperate from a large Japanese industrial group within 12 hours, by applying his Japanese Board Director experience.
He addresses C-level executives aiming to close deals with Japanese corporations, and to fund managers who have new duties to interact more closely with Japanese Boards under the new stewardship code of the FSA. He will also prepare you for coming changes to these rules.
About the speaker
Gerhard Fasol graduated with a PhD in Physics of Cambridge University, Cavendish Laboratory, and Trinity College. He founded the company Eurotechnology Japan KK in 1997 and has been working with hundreds of Japanese and foreign companies on cross-border business development and M&A projects. He first came to Japan in 1984 to help build a research cooperation with NTT. For four years he served as Board Director of the Japanese stock market listed cybersecurity group GMO Cloud KK.
He is also Guest-Professor at Kyushu University. He was tenured faculty at Cambridge University, Fellow and Director of Studies at Trinity College Cambridge, and also Guest Professor in Physics at the Ecole Normale Superieure in Paris.
Date Monday, May 28, 2018
Time From 19:00 to 21:00 (doors open at 18:30)
Venue CCI France Japon, 1F Meeting room
Admission Fee (to be paid in cash at the door or online via PayPal)
JPY 4 000 for members of the French Chamber
JPY 6 000 for non-members
Deadline for registration/cancellation Thursday, May 24, 2018, 17:00
Daiwa Anglo-Japanese Foundation, London, Tuesday 16 January 2018, 6:00pm
Topic: Japanese Corporate Governance – The Inside Story
Speakers: Gerhard Fasol and Sir Stephen Gomersall
Program: Tuesday 16 January 2018, 6:00pm – 7:00pm, Drinks reception from 7:00pm
Location: 13/14 Cornwall Terrace, Outer Circle (entrance facing Regent’s Park), London NW1 4QP, Organised by the Daiwa Anglo-Japanese Foundation
Registration and further details
While many Japanese corporations are greatly admired around the world, certain aspects of Japanese management style are believed to be holding back Japan’s economic growth. The media focus mainly on extreme cases and fraud, but the responsibilities of Directors go far beyond these defensive, compliance-type duties. Preventing fraud alone is not sufficient to ensure growth and long-term success; it is just the baseline!
Based on several years of direct experience as a non-Japanese Director of a Tokyo Stock Exchange-listed Japanese company, Gerhard Fasol will discuss the reforms to Japanese corporate governance made in recent years, and what, in his view, still needs to be done. He will also discuss issues of diversity and its importance for the quality of management in Japanese corporations.
About the contributors
Gerhard Fasol founded the M&A and cross-border advisory firm Eurotechnology Japan in 1997, and has worked on a large number of M&A and cross-border projects in Tokyo over the last 20 years. Since 2014 he has been a Board Director and Member of the Supervisory & Audit Committee of the Japanese cybersecurity group GMO Cloud KK, listed on the first section of the Tokyo Stock Exchange, and since April 2017 he has been a Visiting Professor at the University of Kyushu. He gained a PhD in Physics at Trinity College, Cambridge, and then became a Lecturer at Cambridge University, based at the Cavendish Laboratory, while also being a Research Fellow, Teaching Fellow and Director of Studies at Trinity College. He has worked as a research scientist at the Max Planck Institute, Stuttgart, on semiconductor and solid state physics research, as Manager of the Hitachi Research Laboratory in Cambridge, and as an Associate Professor in Electrical Engineering at Tokyo University.
Sir Stephen Gomersall
Sir Stephen Gomersall studied at Cambridge and Stanford University, and joined the Foreign and Commonwealth Office in 1970. He served in Japan as Political Officer (1972-1977), Economic Counsellor (1986-1990), and Ambassador (1999-2004), and also in the United States as Political Officer in Washington and as Deputy Permanent Representative to the United Nations in New York. From 2004 he became Chief Executive for Europe in Hitachi, and was the first non-Japanese to serve on the company’s main Board from 2011-2014. He is currently a Director of Hitachi Europe and Hitachi’s main UK subsidiaries investing in railway manufacturing and nuclear power development. He was knighted by the British Government in 2000, and in 2015 received the Grand Cordon of the Order of the Rising Sun from Japan for services to UK-Japan economic relations.
More on the topic of corporate governance reforms in Japan
Japan’s globalization puzzle: intriguing questions by one of my great European friends, a great European banking sector leader
How do you explain Japan’s lack of internationalization with so many big Japanese holdings managing successfully businesses abroad (e.g. Toyota, Toshiba, Mitsubishi, etc.)
Japan’s globalization paradox – a closer look
Its not so simple: Japan is a huge country, third globally, and there are 3500 Japanese companies listed on the Stock Exchanges – they are all different. Some Japanese companies are very excellent and successful and global leaders or even No. 1 in their fields – e.g. you mention Toyota and there are many more.
There are two main factors limiting Japan’s growth
decreasing and aging population. few babies and no immigration.
structural reasons (slow growth by traditional established corporations, and too few new high-growth industries), corporate governance issues, addressed by Prime-Minister Abe’s “third arrow”, however most people agree that Prime Minister Abe’s “third arrow” reforms have been more words than action. Maybe the most or only successful “third arrow” reform are Japan’s corporate governance reforms
You mention Toshiba – Toshiba is a famous global brand in many sectors, and Toshiba has developed many important technologies in many areas from medical technology (Toshiba’s medical sector has been sold to Canon as a result of Toshiba’s accounting scandal), semiconductors (especially flash memory), but Toshiba’s profits/income averaged over 20 years is close to zero, ant Toshiba did not grow for 20 years, and went through a series of accounting scandals etc. Now as a consequence of these scandals, Toshiba has to sell off several important growth divisions, e.g. their very valuable medical technology sector to Canon. Read comments on Toshiba here: http://www.eurotechnology.com/2015/07/21/toshiba-income-restatement/
or read in Wall Street Journal about Toshiba here 2 days ago http://www.wsj.com/articles/toshibas-turnaround-needs-more-work-1471007429
Toshiba’s accounting issues are the result of a combination of mainly two factors:
20 years no growth and essentially no profits, compounded by financial problems in the nuclear industry segment as a consequence of the Fukushima Dai-Ichi nuclear disaster (Toshiba had acquired the nuclear manufacturer Westinghouse, and thus is a major nuclear industry manufacturer and contractor)
Companies such as Toshiba, benefit from their globally famous brand, therefore I am quite optimistic that Toshiba and other Japanese companies in similar situations can recover, if the correct management decisions are taken, and if corporate governance is improved – and this is exactly the reason why the current Japanese government sees corporate governance reforms in Japan as a major priority.
There is no doubt in my mind, that if corporate governance, management and other factors are improved, companies like Toshiba can be transformed into iconic companies, but these will be different companies than today.
As an example, both SONY and HITACHI are quite successful in their revival efforts.
Mitsubishi – there is no Mitsubishi Holding Company, but 1000s of companies with Mitsubishi in their name…
As another example you mention is Mitsubishi. There is no single company with the name “Mitsubishi” in Japan. There are 1000s of companies with Mitsubishi in their name, and most are loosely grouped into the Mitsubishi Group – which is not a legal entity, and at their core is Mitsubishi Trading Company, and Tokyo Mitsubishi UFJ Bank etc. In some cases there are cross-shareholdings within the Mitsubishi Group, but these have been reduced much over the recent years. There is no “Mitsubishi Holding Company”. Most companies with Mitsubishi in their name are independent companies, many independently on the stock exchange.
Together the Mitsubishi ‘Group’ is a big part of Japan’s economy – maybe 10-15%, but the ‘Mitsubishi Group’ is not a corporate group in the Western sense. Some of these companies are very successful and very strong – some are very good, but some have difficulties – which can also be overcome. An example is Mitsubishi Motors, an automobile maker, which was acquired around 2001 and then divested again in 2004-2005 by Daimler (then Daimler-Chrysler), and is currently being reformed by Nissan under the guidance of Nissan/Renault CEO Carlos Ghosn.
(Masamoto Yashiro is my great friend and a legend in Japan’s banking and energy industry. He built Shinsei Bank from the ashes of the bankrupt Long Term Credit Bank of Japan, and served in leadership positions (Chairman, CEO, Board Member) in Esso, Exxon, Citibank, Shinsei Bank, and the China Construction Bank)
Ray Bremner, President & CEO of Unilever Japan gave a talk at Waseda University
From Advertising to consumers to mattering to people
My key take-away is that social media have made the top-down “begin told” way of advertising obsolete, and replaced it by finding, sharing and engaging.
Unilever was founded in 1929 by the merger of the British soap maker “Lever Brothers” (founded in 1885 by William Hesketh Lever, The Right Honourable The Viscount of Leverhulme), with the Dutch margarine producer “Naamloze Vennootschap Margarine Uni”, which was formed by the merger of several margarine companies, including those of Antonius Johannes Jurgens and Samuel van den Bergh. Soap brought hygiene to ordinary people, and margarine helped people who could not afford butter. Both companies, Lever and Margarine Uni had in common that they used palm oil as raw material.
The merger of Lever and Margarine Uni was decided over dinner in London in 1929, and written down in a 100 word merger agreement – unthinkable today for an M&A agreement.
About 50% of Japanese people have Unilever products at home
Unilever vision 2010 is: double the business, while reducing the environmental footprint. Execution of this vision is measured by 60 KPIs and the results are published.
We work to create a better future every day.
We help people feel good, look good, and get more out of life with brands and services that are good for them and good for others. We will inspire people to take small everyday actions that can add up to a big difference for the world.
We will develop new ways of doing business that will allow us to double the size of our company while reducing our environmental impact.
Unilever mission: building brands that improve people’s lives.
Ray Bremner: “social media are revolutionizing the way we market brands, and they are making people like me extinct”.
From 2001 to 2013, the average time Japanese consumers spend watching TV has decreased from about 3 1/2 hours/day to 3 hours/day, while the time spent with PC & mobile has tripled from 1/2 hour/day to 1 1/2 hours per day. Most Japanese age groups use social media, usage peaks at 35% for men in their 20s, and around 45% for women in their 20s, and around 30% in their 30s.
TV reaches about 88% of Japan’s population, and digital media (PC and mobile) reach about 73%.
From 2001 to 2012, advertising expenditure in Japan has decreased from about US$ 27 Billion/year to US$ 23 Billion/year, while expenditure for digital media has increased from zero to US$ 12 Billion/year. For an overview of Japan’s media markets – see “Japan’s Media“.
How to make marketing messages a pleasure rather than annoying?
How do we succeed? Crafting brands for life.
Put people first, not just consumers. Real people with real lives.
Build brand love.
Unlock the magic.
The brand love triangle
How do you create a conversation people want to participate in?
We use the “brand love triangle. “The people we serve” are in the center. The three edges of the brand love triangle are:
Purpose (brand point-of-view) <— brand history dive
Product truth <— product dive
Human truth <— people immersion
“Dove Real Beauty Sketches” by Steve Miles
Brands need a purpose, a point of view. Before 2002 Dove did not have a purpose.
Steve Miles talking about Dove and himself:
93% of women do not think they are beautiful – men are opposite: 93% of men think that they look just great. Dave Miles (and Dove’s) point of view is that everyone is beautiful. This point of view is expressed in “Dove Real Beauty Sketches”, which won the Titanium Grand Prize and 10 Gold Lions at Cannes 2013:
As of today, “Dove Real Beauty Sketches” has 61,767,827 views on YouTube, which is not as much as PSY’s Gangnam Style with 1,888,086,686 views, but still – pretty amazing.
Another example of brand communication is Harley Davidson, which signifies “Freedom of the Road”, independent character. Harley Davidson creates a bond to customers by presenting each customer with the “umbilical cord”, the belt with which the Harley Davidson motor bicycle was tied down during the transport from the factory to the customer.
Focus: In 2000, Unilever had 1600 brands and today 400 brands.
Question: How many of your campaigns in Japan are global campaigns? How many are Japan-only?
Answer: practically all campaigns for all international brands of any company are made in Japan for Japan. That is not to say that global ideas do not work. In fact in most cases International Brands have the same brand and advertising positioning in Japan as elsewhere in the world. What does differ for Japan is that often Japanese consumers have different usage habits, have different views about the world and the cues within the advertising can leave different impressions on Japanese minds. The Japanese consumer is highly observant of small details in advertising ; much more so than the average European for example.
That means that we test Global campaigns but very often we have to create Japan only executions so that how we express the idea is done totally with the Japanese consumer in mind. This is more costly and time consuming but essential for success.
followed by some advice on how a European company can succeed in Japan, covering the following points:
you often need a taylor made solution for Japan
you need to understand the market, market landscape, need to do your market research
you need to understand the value of your product/service in Japan’s market
you need working capital to build business in Japan, somebody needs to invest this working capital: you, your investors, or in some cases Japanese partners, each option has advantages and disadvantages
some common mistakes – why business development in Japan can fail
The organizers of the legendary TTI-Vanguard conference series organized a conference on “Futureproofing” in Tokyo, and invited me to give a keynote on Japan’s creativity and first-to-market for many technologies and business models, and Japan’s difficulties to capture global value from this creativity, a phenomenon often called “Japan’s Galapagos syndrome“.
The organizers, and particularly the legendary Bob Lucky and organizer Hal Levin made great efforts in assisting me to plan and prepare my talk. Although I was given about 30-40 minutes for my talk I was asked to present the conclusions in the first slide at the beginning of my talk and then essentially be prepared for open discussion during the 30-40 minutes instead of giving a traditional talk.
Conclusions 1: Japan has invented and first brought to market many new technologies and business models in today’s hottest areas, and Japan has been terrible at capturing global value from this incredible creativity
Conclusions 2: why does it take at least 10 years to reinvent the wheel in London?
Conclusions 3: WHAT is holding Japan back to capture global value from fantastic inventions?
Gave presentation to the Telecommunications Committee of the American Chamber of Commerce in Japan (ACCJ) on October 7, 2009. My talk was attended by about 30-40 executives from major global telecom operators, global banks, new-age payment companies, and from major internet companies.
What is money?
Medium of exchange
Unit of account
Store of value
(Standard of deferred payment, unit for debt)
e-Cash value to society:
reduced cash handling costs
Higher transaction speed
Greater security (especially mobile) vs. reduced privacy
Why should be care? (Summary)
Electronic money is here to stay
One e-money card/Japanese person
2% of banknotes and coins today
YEN 100 billion outstanding
YEN 100 billion transactions/month
Japan is far in advance, rest-of-world is likely to follow. But can Japan capture the value? maybe not.
Gerhard Fasol gave a 2-3 hour executive training course for the Chalmers Advanced Management Programs (Chalmers University of Technology, Göteborg, Sweden)
Title: “New Opportunities versus old Mistakes: foreign companies in Japan’s high-tech world”
Executive training course in Global Technology Management for General Managers, Chief Engineers, Managing Directors, Vice Presidents of major Swedish corporations and multi-nationals (Ericsson, VOLVO, ABB, Telia etc)
Success stories vs failure. Why some foreign companies succeed in Japan’s high tech sector, and why others fail.
Stanford University Japan Technology Center lecture by Gerhard Fasol, given in 1999 – most still applies today!
New opportunities vs old mistakes – foreign companies in Japan’s high-tech markets
Stanford University lecture, given on October 28th, 1999 – most still applies to day as in 1999
This lecture was given on October 28th, 1999 to an audience of Stanford University faculty, students, post-docs and alumni working in Silicon Valley firms. Although this lecture is now some time ago, much of what was said still is true today. As an example, our recognition of the interplay of “old Japan” vs “new Japan” is still extremely relevant today, with old traditional corporations coexisting with new venture start-ups, some of which, like SoftBank and Rakuten have grown to very large size even on a global scale.
Stanford University Japan Technology Center lecture: outline
(note that some statistical data have changed since this lecture was given, the main change is the growth of China, for example today Japan is not the second, but the third largest economy after China).
Why is Japan important?
Japan is the world’s second largest market
60%-70% of Asia’s economy is in Japan
10%-20% of the world’s internet/telecom/e-commerce markets are in Japan
Some important recent high-tech breakthroughs come from Japan, e.g. blue LED and lasers, mobile internet, high-speed train system, mobile payments and e-money
For US corporations Japan is in general the most important/largest foreign market & competitor & partner, eg Apple, Amazon.com, Starbucks…
“Old Japan” versus “New Japan”
The “old official Japan” may fade into irrelevance, large sections (60%) of Japanese society were excluded from equal access to the “old Japan”, e.g. women, Korean residents, foreign nationals, “half”-people….
A “new Japan” is emerging: e.g. Nichia, SoftBank, Don Quichote, etc
Education is a major problem
Foreign corporations should tune into the “new Japan” new
Opportunities which never existed before
Foreign corporations for the first time ever can hire top Japanese performers
For the first time ever foreign corporations can acquire Japanese corporations on a meaningful scale
Some typical mistakes of foreign companies in Japan
Manage Asia from Singapore or Hong-Kong (thats like managing All-Europe operations from Tel-Aviv or Reykjavik)
Hire the wrong people (wrong Japan-CEO, wrong peronnel, e.g. too much emphasis on English vs true performance or technical excellence)
Partnerships or joint ventures with wrong partners or wrong expectations
Enter Japan, build R&D labs etc without first planning strategy and aims
Forget to do the homework (there is Gigabytes of information you better learn about Japan before you start, training on the job increases risks)
Be too fascinated by cherry blossoms & be too optimistic or too pessimistic about Japan
Taking things for granted in Japan, which are not:
Japanese consumer & customer habits and needs
Assume global corporations have the same depth as you are used to elsewhere in the world