
Insight: Japan is revising its corporate governance code (CGC) for the first time since 2021. Its Financial Services Agency, the Tokyo Stock Exchange, and a panel of experts have agreed on streamlining the language in the existing code that will urge companies to increase their disclosures and to offer investors ‘carefully tailored explanations’ of their strategy and management policies. The main substantive change is to ‘persistently examine’ whether they are deploying their resources effectively and investing enough in growth.
Impact: While the proposed changes to the CGC are all welcome, the document is overly long and complicated and as such, this first revision in more than five years feels like a wasted opportunity. The appeal to deploy resources efficiently is offered only as guidance, rather than as a firm requirement. And it could, in fact, be seen as a swipe by the regulators against Japanese companies increasing share buy backs and dividends in recent years —one of the most positive results of the original code and a major factor behind the rise in stock prices. Yet, there has been no further progress on increasing the number of independent board directors, setting term limits for directors, and encouraging the establishment of special board committees, which many firms still lack. Evidently, Japan still has some way to go to make its corporate governance world class.


