Japans Corporate Governance Code in Sustainable Growth Perspective

Japans Corporate Governance Code in Sustainable Growth Perspective Date: October 05, 2023 Performed by: Prof. H. Watanabe, Waseda University Japan's Corporate Governance Code 5 General Principles: 1. Securing Rights and Equal Treatment Shareholders 2. Appropriate Cooperation with Stakeholders 3. Appropriate Information Disclosure 4. Board responsibilities 5. Dialogue with shareholders Similarities and differences with European corporate governance codes: 1. Disclosure, cooperation, equal treatment 2. Directors must fulfill its responsibilities Similarities and differences with European corporate governance codes:  Board composition,  Board committees,  Director selection and succession,  Remuneration, and  Conflicts Duties Of The Selection And Appointment Committee The selection and appointment committee should prepare the supervisory board's decision making and report to the supervisory board on its deliberations and findings. The selection and appointment committee should in any event focus on: 1. The selection and appointment committee should in any event focus on. 2. Periodically assessing the size and composition of the management board and the supervisory board, and making a proposal for a composition profile of the supervisory board. 3. Periodically assessing the functioning of individual management board members and supervisory bound members, and reporting on this to the supervisory board 4. Dawning up a plan for the succession of management board members and supervisory board embank. 5. Making proposals for appointments and reappointments and 6. Supervising the policy of the management board regarding the selection criteria and appointment pro cedars for senior management Similarities And Differences With European Corporate Governance Codes: General Principle 4: Responsibilities of the Board "Given its fiduciary responsibility and accountability to shareholders...." Principle 4.4: Roles and Responsibilities of Kansayaku and the Kansayaku Board "Kansayaku and the kansayaku board should bear in mind their fiduciary responsibilities to shareholders" Principle 4.5 Fiduciary Responsibilities of Directors and Kansayaku "With due attention to their fiduciary responsibilities to shareholders, the directors, kansayaku and the management of companies" Similarities And Differences With European Corporate Governance Codes: Dutch Code: Principle 1.1 Long-term value creation: The management board is responsible for the continuity of the company and its affiliated enterprise. UK Code: Principle A: A successful company is led by an effective and entrepreneurial board, whose role is to promote the long-term sustainable success of the company.... French Code: Principle 1.1: The Board of Directors...endeavors to promote long- term value creation by the company by considering the social and environmental aspects of its activities. German Code: Principle 1 The Management Board is responsible for managing the enterprise in its own best interests. Belgian Code: Provision 2.1 The board should pursue sustainable value creation by the company.... Italian Code: Principle I. The board of directors leads the company by pursuing its sustainable success. Sustainable Growth: 10 Hits (+ 1 Hit In General Intro) 1. 2 Hits In The General Principles Appropriate Cooperation with Stakeholders: Companies should fully recognize that their sustainable growth and the creation of mid- to long-term corporate value are brought as a result of the provision of resources and contributions made by a range of stakeholders... companies should endeavor to appropriately cooperate with these stakeholders. Dialogue with Shareholders In order to contribute to sustainable growth and the increase of corporate value over the mid- to long-term, companies should engage in constructive dialogue with shareholders even outside the general shareholder meeting 2. 3 Hits In Principles Principles 2.4 Ensuring Diversity, Including Active Participation of Women. The existence of diverse perspectives and values is a strength that supports their sustainable growth Principle 4.8 Effective Use of Independent Directors Independent directors should fulfill their roles and responsibilities with the aim of contributing to sustainable growth Principle 5.1 Policy for Constructive Dialogue with Shareholders Companies should...respond to the requests from shareholders to engage in dialogue...so as to support sustainable growth Conclusion Sustainable growth comes: - From resources and contributions of different providers - By engaging in a dialogue, the shareholders - Through the cooperation with the stakeholders