Tag: Corporate Governance

  • Japanese Corporate Governance – The Inside Story: Gerhard Fasol and Sir Stephen Gomersall

    Japanese Corporate Governance – The Inside Story: Gerhard Fasol and Sir Stephen Gomersall

    Gerhard Fasol and Sir Stephen Gomersall

    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

    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

    Copyright (c) 2017 by Eurotechnology Japan. All Rights Reserved.

  • Corporate governance reforms in Japan – talk given at the Embassy of Sweden in Tokyo on 6 October 2016

    Corporate governance reforms in Japan – talk given at the Embassy of Sweden in Tokyo on 6 October 2016

    Corporate governance reforms in Japan

    Changing the way Japanese corporations are managed: Can it make Japanese iconic corporations great again?

    A talk by Gerhard Fasol at the Embassy of Sweden organized by the Embassy of Sweden, The Swedish Chamber of Commerce in Japan (SCCJ), and the Stockholm School of Economics

    Abstract: Changing the way Japanese corporations are managed

    The Executive Management Board and the Supervisory Board are normally independent and composed of different people – except in Japan. In Japan traditionally Executive Management Board and the Supervisory Board are one and the same, ie the Executives of traditional Japanese companies supervise themselves – no surprise that the CEO seldom fires himself!

    It is obvious that such self-supervision has big disadvantages, and may be one of the major reasons for Japan’s weak economic growth, and several recent corporate scandals. Companies in basically all other countries are managed by an Executive Management Board, which is supervised by a Supervisory Board, which approves or vetoes all major decisions of the company, and evaluates the performance of the Executive Manager, including the Chief Executive/CEO, and if necessary fires executives including the CEO, and selects and approves the new CEO.

    To remedy this problem with the governance of Japanese corporations, Japan’s Government, the Tokyo Stock Exchange, and the Financial Services Agency have been changing the rules to improve the supervision of Japanese companies.

    Speaker profile

    Dr. Gerhard Fasol is one of a microscopic number of foreigners who is an independent Director on the Management and Supervisory Board, and also a Member of the Audit Board of a stock market listed Japanese corporation, and he will talk from several years of first-hand experience of how Japanese companies are supervised, which changes are on the way, and which further improvements are necessary to improve the management and supervision of Japanese corporations.

    Date: Thursday October 6th, 2016, 18:30

    Place: Alfred Nobel Auditorium, Embassy of Sweden, 10-3-400 Roppongi 1-chome, Minato-ku, Tokyo 106-0032

    Details and registration

    Further details here.

    To register please contact the Swedish Chamber of Commerce in Japan.

    Gerhard Fasol "Corporate governance reforms in Japan" Embassy of Sweden on 6 October 2016
    Gerhard Fasol “Corporate governance reforms in Japan” Embassy of Sweden on 6 October 2016
    Gerhard Fasol "Corporate governance reforms in Japan" Embassy of Sweden on 6 October 2016
    Gerhard Fasol “Corporate governance reforms in Japan” Embassy of Sweden on 6 October 2016
    Gerhard Fasol "Corporate governance reforms in Japan" Embassy of Sweden on 6 October 2016
    Gerhard Fasol “Corporate governance reforms in Japan” Embassy of Sweden on 6 October 2016
    Gerhard Fasol "Corporate governance reforms in Japan" Embassy of Sweden on 6 October 2016
    Gerhard Fasol “Corporate governance reforms in Japan” Embassy of Sweden on 6 October 2016
    Gerhard Fasol "Corporate governance reforms in Japan" Embassy of Sweden on 6 October 2016
    Gerhard Fasol “Corporate governance reforms in Japan” Embassy of Sweden on 6 October 2016

    Copyright 2016 Eurotechnology Japan KK All Rights Reserved

  • Corporate governance in Japan – views of an Independent Board Director of a listed Japanese Company

    Corporate governance in Japan – views of an Independent Board Director of a listed Japanese Company

    Prime Minister Abe urges reform of corporate governance

    Slow but steady change…

    Reuters reports that Japan’s Prime Minister Abe urges company boards to reform corporate governance to include independent directors. I added the following comment.

    Corporate governance in Japan: exercise of shareholder power and emergency situations

    The question of independent Board Directors is often framed in terms of exercising shareholder power over the company, as is the main message of the article above. Another focus of discussions on the role of outside independent directors, is during emergencies, and here the Olympus case is often cited.

    Corporate governance Japan: steady state contributions of independent directors

    However, in my experience in Japan, including my work as a non-Japanese independent Board Director of a public Japanese company, enlightened companies will welcome independent Board Directors for their know-how and contributions to the company – in the end the market decides.

    Docomo vs SoftBank

    As an example, lets compare NTT-Docomo and SoftBank. NTT-Docomo has a homogeneous pure Japanese Board, while SoftBank has independent Directors from many different countries and from many different walks of life. SoftBank recently overtook NTT-Docomo in terms of market cap, revenues, operating income and net income.

    In the end regulations have limitations, regulations influence behavior of course, but regulations do not produce business results or grow new business (with the exception of the compliance industry), and the realities of the market decide, as is the case of SoftBank.

    SoftBank and SPRINT

    As another example, SoftBank appointed Marcelo Claure, CEO of Brightstar Corporation and of Bolivian origin, to the Board. Masayoshi Son announced the appointment with the following words: “Marcelo’s experience as an entrepreneur and businessman who created and successfully grew a global telecommunications company will bring an invaluable perspective to Sprint’s board.” Note that Masayoshi Son clearly states that Marcelo Claure is appointed to bring invaluable know-how and experience to SPRINT, Masayoshi Son does not seem to be motivated by “increasing the power of the shareholders over Sprint”.

    The “power of shareholders” is usually a matter of last resort, when all other methods fail.

    Usually, when you have to show your power, its too late.

    Copyright (c) 2014 Eurotechnology Japan KK All Rights Reserved