engelberg - Toshiba
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39 See id. at 178.
40 Id.
41 See id.
42 See id. at 177.
43 Id.
44 See id.
45 Id.
46 Id.
47 Id.
48 Id. at 175.
49 Id. at 178–79.
50 Id.
51 Id.
ENGELBERG ESSAY GALLEYSFINAL
8/25/2016 11:36 AM
150
EMORY CORPORATE GOVERNANCE AND ACCOUNTABILITY REVIEW [Vol. 3
In fixing these two major issues in Japanese corporate governance, reform
must: (1) separate power between board and executives; (2) incentivize
executives to maximize profitability for their company; (3) adequately
compensate and protect whistleblowers in order to encourage people to report
misconduct. The passage of Japan’s very first comprehensive corporate
governance code is the first sign that Japan may be moving towards this
direction. However, more needs to be done to make the code a cornerstone of
Japanese corporate governance.
III. THE NEW CODES: AN ATTEMPT AT REFORM
In previous years, any attempt at reforming Japanese corporate governance
was met with strong opposition by powerful business executives lobbying to
maintain the status quo.52 Despite significant pushback, Japan was recently
able to implement two landmark corporate governance reforms: the
Stewardship Code (“SC”) on February 26, 2014, and the Corporate
Governance Code (“CGC”),on March 5, 2015.53 Described as ‘two wheels of a
cart’, these codes are considered essential to achieving effective Japanese
corporate governance regulations.54 The SC targets institutional investors,
while the CGC targets Japanese companies listed on the Tokyo Stock
Exchange (“TSE”).55
The SC is a set of principals meant to encourage institutional investors to
be more responsive to their clients and beneficiaries.56 While the SC is
voluntary, over 184 large institutional investors have pledged to abide by its
principles on a “comply or explain basis.”57 This allows institutional investors
to either comply with the broad principles of the SC, or explain why
compliance was not possible.58 This method allows for quick adoption and
implementation across a wide variety of industries and markets, rather than a
black-letter law approach prescribing specific actions or conduct that may be
unsuitable or impossible achieve.59 The SC requires that any instances of non-