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Supporting information for discussion
June 10, 2015(Wednesday)Ministry of Economy, Trade and Industry
Hand out 4
<Table of Content>
1.Background
2.Reference(Topics and issues discussed in Ito Review)
1
National wealthe.g. stock of financial assets
Reinvestments
Profits
Investments
Increase in earnings
Increase in spending
Capital gainsIncome gains
ReturnsInvestments
Companies
View of Management Investor Forum
Investors
Financialinstitutions
○ Japan faces a rapidly aging and declining population, and thus it is critical to build and maintain its national wealth on a long-term basis. This can be achieved by improving the capital efficiency of its various limited resources, such as financial capital, human capital, and intellectual capital.
○ Japanese companies need to strengthen their earnings power and deliver sustainable value creation, which will drive returns on long-term investments. In other words, the overall optimization of the economy’s “investment chain” will contribute to a virtuous cycle and sustained growth for the Japanese economy.
2
Board of directors
Company management
stock exchange,sell‐side analysts etc
Asset Management Companies
(Asset managers)
Pension funds (Asset owners)
Beneficiaries
IndividualInvestors
Companies
p pMarket
participants
Related Measures/Policy for Optimization of the Investment Chain
Employees
Institutional Investors
Ito Review “Competitiveness and Incentives for Sustainable Growth: Building Favorable Relationships between Companies and Investors”
Stewardship Code
・GPIF(the new policy asset mix, the reinforcement of the governance structure)・Pension system & operation
・NISA・ Defined contribution pension
・Amendment of Companies Act・Corporate Governance Code
The Study Group on Promoting Dialogue Between Companies and Investors for Sustainable Growth・Review of the shareholder meeting / corporate information disclosures etc
JPX‐Nikkei Index 400
Management‐Investor Forum(MIF)
3
Executive Summary of Ito Report
Concerns / Current state Proposal / Recommendation
Sustainable value creation through “collaborative creation”by companies and investors
Capital efficiency-focused management to raise corporate value
• Awareness of cost of capital• Strengthening CFOs• ”Japanese-style ROE management” – decomposition
of mid- to long-term increase of the ROE into management
Simultaneous realization of innovation and high profitabilityParadox of “continuously low profitability”
Continuously low profitability despite the capacity for innovation
Limits of “double standard management” - using two different sets of language for the capital markets (external) and for management (internal)
Japan’s “short-term management style,” is the result of poor guidance regarding capital efficiency, the growth of corporate value on a long-term basis, and other factors .
Thin foundation of long-term investors to support corporate value creation
An incentive structure that drives the Japanese stock market’s distinctive short-termism
Questionable abilities of analysts to assess corporate value
Japan, an “under-developed asset management nation” lacking long-term investors
Changing the incentive structure of asset managers and analysts
Shifting from passive investment to stock selection based on deep analysis
Cultivating individual investors as supportive long-term shareholders
Overall optimization of the investment chain
Fundamental difference in defining corporate value Lack of disclosure necessary to evaluate mid- to long-term
corporate value Lack of dialogue necessary to enhance mid- to long-term
corporate value
Establishing a “Management Investor Forum: MIF” to promote constructive dialogue between companies and investors
Corporate disclosure that promotes sustainable corporate value
Promoting true dialogue between companies and investors through “cooperation and tension”
Becoming a “dialogue-rich country” that pursues high-quality dialogue
Vicious cycle resulting from the absence of company and investor dialogue
4
Japan Revitalization Strategy and Japan Revitalization Strategy ‐ Revised in 2014
5
Policy Status
Japan Revitalization Strategy Japan’s Stewardship code Announced in Feb 2014
Amendments to Companies Act Enforced in May 2015
JPX‐Nikkei Index 400 Start of calculation in Jan 2014
Japan Revitalization Strategy – Revised in 2014
Corporate Governance Code Applicable from Jun 2015
The Study Group On Promoting Dialogue between Companies and Investors for Sustainable Growth
Report released in Apr 2015
Management‐Investor Forum Start in Jun 2015
Extract of “Japan Revitalization Strategy – Revised in 2014 ‐Japan’s challenge for the future‐” Section 2 Three Action PlansIn order to increase corporate profits through improvement of productivity and ensure that the
increased profits lead to increase of wages , reinvestment and the return of profits to shareholders, it isimportant – primarily for global companies – to achieve sustainable increases in corporate value by givingconsideration to the cost of capital and enhancing corporate governance.To that end, it is necessary not only to encourage companies themselves to act proactively but also to
implement initiatives to improve corporate profitability and productivity in a comprehensive manner.These initiatives will be implemented through the efforts of various investors to improve the investmentchain ― the series of investment processes leading up to the return of profits earned from investment tohouseholds ― in a way that leads to the creation of value in the long term and support extended byfinancial institutions as providers of funds to improve and strengthen the quality and sustainability of theborrower’s businesses.It is important to strengthen the favorable economic cycle by returning the benefits of economic growth
achieved through these initiatives throughout the economy via the expansion of employmentopportunities, wage increases, and increases in capital expenditures and distribution of dividends.
Japan’s Stewardship Code
6
Japan’s Stewardship Code・ Principles considered to be helpful for institutional investors who behave as responsible institutional investors in fulfilling their stewardship responsibilities with due regard both to their clients and beneficiaries and to investee companies.
・ Implementation of “Comply or Explain” approach as to disclosure of the policy of voting activity, constructive dialogue with investee companies.
・ Announced by Financial Services Agency in February 2014.
1.Development and disclosure of the policy on stewardship responsibilities2.Development and disclosure of the policy on conflicts of interest3.Appropriate monitor of investee companies4.Understanding in common with investee companies and solving problems through constructive engagement with investee companies
5.Development of the policy on disclosure of voting activity and its consequences
6.Periodic report towards clients and beneficiaries7.In‐depth knowledge and skills to make proper judgments
Corporate Governance Code
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1. Securing the Rights and Equal Treatment of Shareholders
Disclosure of the policy on securing shareholder rights and cross‐shareholdings.
2.Appropriate Cooperation with Stakeholders Other Than Shareholders
Dealing with sustainability issues and ensuring diversity including active participation of women.
3.Ensuring Appropriate Information Disclosure and Transparency
Active disclosure of business principles, business strategies and business plans etc.
4.Responsibilities of the Board
Promoting sustainable corporate growth, enhancing earnings power and capital efficiency by effective use of independent directors etc.
5.Dialogue with Shareholders
Measures and organizational structure aimed at promoting constructive dialogue with shareholders.
Corporate Governance Code・Fundamental principles for effective corporate governance.※“corporate governance” means a structure for transparent, fair, timely and decisive decision‐making by companies, with due attention
to the needs and perspectives of shareholders and also customers, employees and local communities.・Implementation of “Comply or Explain” approach to ensure the exercise of shareholder rights at general shareholder meetings, appropriate information disclosure and constructive dialogue with shareholders.
・ Its basic idea was discussed at “The Council of Experts Concerning the Corporate Governance Code” organized by Financial Services Agency and Tokyo Stock Exchange. Announced in May 2015.
• In order to promote dialogue between companies and investors, the Government will conduct a study how the date of general shareholders’ meetings and the dates of record should be established within an international context, and industry groups will be asked to study guidelines for these. ・・・(1)
• Regarding companies’ information disclosure to investors, in order to study the practice of holistic and comprehensive disclosure by companies, study group comprising relevant government ministries/agencies and other organizations will be established without delay. ・・・(2)
• In order to promote the building of sound relationships between companies and investors from the perspective of the sustainable creation of corporate value, the Government will promote the establishment of a platform for discussion involving the business and investment communities and relevant organizations, to study how mid/long‐term information and integrated reporting should be disclosed , and how to promote constructive dialogue between companies and investors. ・・・(3)
Japan Revitalization Strategy - Revised in 2014
< Promoting dialogue between companies and investors for sustainable growth and corporate value creation >
(1)
(3)
(2)
Accelerating industrial restructuring and venture businesses, promoting provision of funds for growth
2013FY 2014FY 2015FY 2016FY
8
9
Schedule
The Study Group on Promoting Dialogue between Companies and Investors for
Sustainable Growth
Study group on general shareholders’ meeting
processes
Study group on corporate disclosures
3rd round
Report
1st round 2nd round
(Sept 24) (Dec 22) (Mar 26)
1st round
2nd round
3rd round
4th round
5th round
6th round
7th round
Report
ReportReport
4th round Release Report
(Apr 16) (Apr 23 )
SeptSept OctOct NovNov DecDec2015Jan2015Jan FebFeb MarMarAugAug AprApr JunJun AutumnAutumn WinterWinter
Management‐InvestorForum : MIF (June 10)
2nd round2nd round
(TBC)
1st round
2nd round
3rd round
4th round
5th round
6th round
7th round
1st round 3rd round3rd round
Compile reports and publish by the end of fiscal year 2014.
“The Study Group on Promoting Dialogue Between Companies and Investorsfor Sustainable Growth”
[1. Intent and purpose]
Company-investor dialogue that promotes a framework for sustainable growth. Specifically, dialogue examining global best practices with regard to annual shareholder meetings and corporate disclosure.
[2. Council structure]
[4. Schedule]
The Study Group on Promoting Dialogue between Companies and Investors for Sustainable Growth
Study group on corporate disclosures
Study group on general shareholders’ meeting processes
• Discuss a desirable process for annual shareholder meetings, including reasonable annual shareholder meeting dates, dates of record, and notice period, referencing global standards.
• Discuss desirable corporate disclosure, such as practical solutions and other measures that lead to holistic disclosures by companies, referencing global standards.
[Chairperson] Kunio Ito, Professor (Hitotsubashi University)
[Chairperson] Kunio Ito, Professor (Hitotsubashi University)[Chairperson] Yasuhiro Ozaki, Professor (Waseda University)
[3. Study group members] Companies, investors, market participants, scholars and experts, policy-related parties (TSE,
ASBJ), various organizations and associations (Japan Federation of Economic Organizations, National Association of Kabukon, Japanese Institute of Certified Public Accountants, Trust Companies Association of Japan, Japan Investment Advisers Association, Life insurance association of Japan, and Japan Audit & Supervisory Board Members Association), related ministries and agencies (Ministry of Economy, Trade and Industry, Ministry of Justice, and Financial Services Agency)
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Fundamental Perspective Forward Direction
Dialogue in general
● Dialogue between companies and investors itself is not an objective but an important means to achieve the goal of sustainable growth and enhanced corporate value creation over the mid‐ to long‐term.
● In order to promote an environment for high‐quality dialogue, it is critical to comprehensively review each component and strive an overall optimization.
● In such environment, it is also critical to alter the mindset and behavior towards dialogue that are exhibited by companies, investors and various players who supports the process of dialogue.
Corporateinformation disclosure
● Basic principles of corporate information disclosure to promote dialogue
1) Effectiveness: information disclosure useful in evaluatingcorporate value
2) Efficiency: towards enhancing the quality of dialogue3) Synergy: interaction between disclosure and dialogue
● Framework for examining corporate information disclosure
1) Four angles (Q・C・T・W)① Quality of information(Q)② The scope and volume of information (C)③ The timing of disclosure(T)④ The methods of disclosure(W)
2) Four characteristics① Mid‐ to long‐ term and ongoing corporate information② Information on periodic results and financial standing③ Information necessary to execute shareholder rights④ Ad hoc information
3) Information users and their analysis① Differences between institutional and individual investors, time horizons between investors② Information easily understood by individuals ③ “Timely Analysis” and “In‐depth Analysis”
1.Module‐based integrated disclosure system→ In this concept, while required disclosure information in its entirety
would be recognized specific “modules (units of information components)” would be extracted based on investor needs and provided within an appropriate timing.① Information in its entirety is compiled on Website or as an
integrated report, including both required and voluntary disclosure information.
② Each module is disclosed in response to specific content and associated timing.
・ perspective of promptness, completeness, reliability, completeness, and promoting electronification.
2.Sufficient information necessary to evaluate mid‐to long‐term corporate value
→ Toward Information disclosure which allows for a comprehensive understanding of how the basic nature of a company connects to its performance, financial position, and sustainable value creation.・ The company’s vision, strategy and governance.・ Company’s capital efficiency, performance, financial position and
management view etc.
11
Points of the report of “The Study Group on Promoting Dialogue Between Companies and Investors for Sustainable Growth” 1/2
Points of the report of “The Study Group on Promoting Dialogue Between Companies and Investors for Sustainable Growth ” 2/2
Fundamental Perspective Forward Direction
Processsurrounding shareholder meetings
● Basic principles and framework of process for shareholder meetings
1) Two angles:① Shareholder meetings as a decision making entity② Shareholder meetings as a meeting forum
Considering the above angles, process for shareholder meetings should be reviewed.
2) The whole process including shareholder meetings needs to be considered a part of dialogue between companies and investors.
3.Conversion into dialogue‐based shareholder meeting process1) Necessary conditions for a dialogue‐based shareholder meeting process① Sufficient time for considering voting agenda items and engaging
in dialogue with companies.② Providing appropriate information to shareholders.
・ To secure convocation notice period.・ Information which is integrated and easy to understand.・ Sufficient time for auditing is necessary conditions.
2) Securing time for dialogue and the consideration of agenda items, an making the process efficient① Setting of the shareholder meeting date from the perspective of
securing sufficient time.② Making the process efficient though promoting the
electronificatoin of information disclosures and exercise of voting rights.
3) Improving the environment for meaningful shareholder meetings① Participation by both institutional and individual investors.② Agenda items raised for resolution, the appropriate state for
shareholder proposals.③ Improving dialogue before shareholder meetings.
Mindsetsand behaviors of companies, investors, and other parties involved in dialogue
● In order to connect dialogue between companies and investors to sustainable corporate value creation, it is essential to promote mutual understanding and strengthen the insights and capabilities of both parties.
● Industries supporting the shareholder meeting process such as trust banks, securities agents, consultants, and analysts.
● Solving practical problems in dialogue.
4.Mindset and behavior of companies, invetors and dialogue‐supporting industries towards promoting dialogue
1) To review practical problems and concerns in dialogue before shareholder meetings.
2) Measures for mindset and behavior towards dialogue.3)To strengthen the process of dialogue‐supporting industries and
measures for sufficient information.12
<Table of Content>
1.Background
2.Reference(Topics and issues discussed in Ito Review)
13
○ The concepts of “corporate value” and “added value” differ by company, and also among investors and analysts.
○ While corporate value generally is regarded as the discounted cash flow (DCF) of future cash flows or market capitalization as proxies of shareholder value/economic value, there is also a broader view that corporate value is the total value of all company’s stakeholders.
Sustainable growth Corporate value Added value
Sustainable growth:
Continuous increase in corporate value over the mid/long-term
Narrow
○ Shareholder value/Economic value▪ Market capitalization▪ DCF of future cash flows
○ Value creating companies = Companies generating returns above the cost of capital
○ Residual profits after;1) distributing value to respective
stakeholders other than shareholders
2) taking into account thecost of capital
Wide
○ Total value of stakeholders, such as shareholders, customers, employees, business partners, and society.
○ Total sum of the value distributed to respective stakeholders
<Varying Perspectives of Corporate Value and Added Value>
Challenge is creating a common consensus among companies and investors through dialogue, regarding how increasing value for all stakeholders will in turn lead to an
increase in shareholder value and ultimately corporate value over the long-term.
Different Views on Corporate Value and Added Value
14
Conversion to corporate value management that recognizes the importance of capital efficiency ○ Improvement in capital efficiency including mid/long-term ROE is an important indicator of the cooperative
value creation between companies and investors. Companies that achieve returns greater than their cost of capital are value-creating companies.
○ Conversion to “Japanese-style ROE management” where metrics such as ROE are included in on-site management targets.
○ Boosting earnings power and improving capital efficiency are prerequisites for securing funds to invest in human resources and intellectual assets and getting the Japanese economy to enter a virtuous cycle and achieve sustainable growth.
“Corporate value management” with mid/long-term (not short-term) ROE improvement as a core management target
Deeper recognition of the target ROE level and “capital costs”
Capital policies aimed at improving corporate value as well as accountability
Strengthening and fostering CFO candidates “Japanese-style ROE management” where
ROE is included in on-site management targets, such as business profit margins and asset turnover ratios
Challenges for Investors:Understanding corporate value management and enhancing
assessment capabilities
Capital Efficiency and Corporate Value Management
Challenges for Companies:Corporate value management
targeting capital efficiency
Deeper dialogue that does not impose ROE, but helps companies embed ROE in on-site targets and deepens understanding
Enhance the ability to assess mid/long-tem corporate value without concentrating on short-term earnings forecasts
Virtuous cycle for the Japanese economy, marked by enhanced earnings power and capital efficiency
15
Sustainable Growth
Sustainable value creation through “cooperative value creation” between companies and investors ○ Shareholders/investors that invest in companies to expect the cooperate value creation support the growth
of the companies. Accordingly, sustainable corporate value creation should be viewed as the result of cooperative value creation (cooperation) between companies and shareholders/investors.
○ Corporate management and business managers need to recognize the critical role of shareholders in supporting such cooperation.
○ Investors should not evaluate shareholder value in isolation, but rather assess sustainable corporate value creation while recognizing that customer value, employee value, business partner value, and community value generated by companies will all lead to the enhancement of long-term shareholder value.
Long-term investment
StakeholdersCustomer value Employee value
Business partner valueCommunity value
CompaniesManagement
Business managers
InvestorsIndividual investors
Institutional investors
Corporate ValueEnhancement
Cooperative Value Creation Between Companies and Investors
Increase shareholder value over the long term, above the cost of capital
“Cooperative Value Creation”
16
Shifting to disclosures and dialogue and engagement that promote sustainable corporate value○ Integrated disclosures that provide investors with information to assess mid/long-term corporate value
creation, without an over-emphasis on short-term performance○ Corporate value creation through constructive dialogue and engagement between companies and
investors
Companies
Investors
Increase corporate value and the promotion of sustainable growth through dialogue and engagement
Enhance mid/long-term investment return by increasing corporate value and promoting sustainable growth through constructive dialogue (engagement) with companies.
Increase corporate value and the promotion of sustainable growth through dialogue and engagement
Enhance mid/long-term investment return by increasing corporate value and promoting sustainable growth through constructive dialogue (engagement) with companies.
Integrated disclosures that provides investors with information to assess mid/long-term corporate value creation
Comprehensive review is necessary, bearing in mind global trends, cost effectiveness, and promotion of dialogue.1) Review current disclosures
(e.g. yearly and quarterly disclosures and earnings forecasts)
2) Best practices for long-term and strategic disclosures
(Linking non-financial information, such as strategies, risks, and governance, to financial KPIs.)
Becoming a “Dialogue-Rich Country” that Pursues High-Quality Dialogue
17
Dialogue and engagement means “purposeful dialogue” between companies and investors. The purpose and form of this dialogue has different stages.
Dialogue and engagement is “bidirectional dialogue” between companies and investors, and not one-way communication from companies.
Dialogue and Engagement
Purpose Stages
○ Mid/Long-term enhancement of corporate value
○ Promote an understanding of management policies and develop mutual trust
○ Gather information useful in exercising voting rights and to make investment decisions and proposals
○ Obtain shareholder input prior to shareholders’ exercising voting rights
○ Develop mutual understanding through two-way communication between companies and investors
○ Identify various business issues (i.e., engagement agendas). Progress to the discussion and resolution stage by maintaining close relationships (within the context of enhancing corporate value).
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