Resources

JACD produce wide range of publications and researches on governance and directorship.

Books

  • Audit & Internal Control
  • Audit Committees
  • Ethics & Compliance
  • Roles of Independent directors
  • Roles of the Board & Management

‘Board Room Review’

Members can access free subscription to bi-monthly "Board Room Review" and seminar minutes through website.

Research

  • Survey on Corporate Governance of Listed Corporations

Reports

  • Board Composition, Evaluation & Director Succession
  • Board Leadership
  • Board Structure, Policies & Procedures
  • CEO Performance Management and Succession
  • Compensation
  • Opinions to Company Law reform
  • Transparency & Communication

The Council of Experts that the FSA and the TSE have jointly established, examines a draft of the Corporate Governance Cord.

Corporate Governance Committee of JACD (Chairman, Mr. Yoshinari Hara, Vice Chairman, Prof. Yo Ota) submitted its opinion on the Cord to Financial Services Agency on 6th October.

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Survey on Corporate Governance of Listed Corporations(2014)

August 5, 2014

The purpose of this survey is to make fixed-point observations of both the efforts towards and processes related to the establishment of Corporate Governance systems at listed corporations in Japan, particularly from the viewpoint of independent directors, and to provide information to domestic and overseas investors, and to those involved in corporate management.

The survey analyses on three issues;

  • Independent Directors
  • Outside Directors
  • Foreign investors Impact Corporate Governance in Japan

Roles Expected of Outside Directors and Boards of Directors(2014)

June 9, 2014

In this proposal, JACD has identified the main responsibility of outside directors to be provision of oversight on management.

JACD hopes that a more precise understanding of roles and responsibilities expected of outside directors will result in an increase in the appointment of outside directors in Japan, as well as an increase in the trust placed in boards of directors by shareholders, which will ultimately increase corporate value.

The proposal on Director Independence(2014)

February 5, 2014

JACD revised its proposal on Director Independence, that would be referred listed companies to establish a nomination policy a regulations of board of directors.

JACD has recommended the categorical standards model to assist in determining independence in accordance with TSE listing standards and other rules and regulations.

The Proposals (In Japanese)

The Dialogue with investors Committee revised "Guidelines on Executive Compensation" for the purpose of reinforcement of the corporate governance. These guidelines suggest emphasizing pay for performance. The management need to be monitored to achieve high performance.

At the same time, Committee promote regulations(ie. Company law) and taxation revision to enable to do better disclosure to investors and introduce a strategic management remuneration plan.

books12cover.jpgNEW BOOK Basic Knowledge For the Independent Director (Chuokeizaisha)

JACD published third edition of book for the Independent Director in Japan. This book includes legal updates, risk management, D&O insurance, accounting and suggestions from experienced directors.

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Comments on the General Criteria: Management and Governance Credit Factors. (S&P)

April 12, 2012

JACD submit its comments on proposal of to revise Standard & Poor's Financial Services LLC's criteria.

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Interim Proposal on Independent Director System(2009)

June 18, 2009

JACD announced an interim report entitled, "Who is the Directors' Boss? - Independent Directors Pursue Continuous Corporate Development and the Demands of Market Economy Rationale." The main discussion points are as follows.

  • Independent directors play a vital role in monitoring and supervising directors
  • Corporate cooperation is necessary for independent directors to fulfill their duties
  • Independent director self-regulation as required by the Financial Instruments Exchange is effective in stimulating the Japanese stock market

JACD intends to further address issues of practical independent director implementation and will announce reports as necessary.

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Guidelines on Executive Compensation(2005)

February 16, 2005

The Systemic Infrastructure and Transparency Committee offers these guidelines, dividing them into short-term and long-term goals.

The Committee hopes that many Japanese companies will adopt the short-term goals in these guidelines as early as possible, thus enabling the medium and long-term goals to stimulate frank discussions on this topic within society at large.