Corporate Governance in Japan Inc. – It’s Not All Bad

The Wall Street Journal
By Isabella Steger
May 15, 2013

The history of shareholder activism in Japan might be littered with failures, but there are some signs, albeit small ones, that things could be changing.

An attempt by hedge fund Third Point LLC’s founder Dan Loeb to shake things up at Sony Corp. is shining the spotlight once again on corporate governance in Japan. Long-time observers may remember past battles such as U.S.-based fund Steel Partners Holdings L.P . versus Sapporo Holdings Ltd. and The Children’s Investment Fund versus Electric Power Development Co. , which didn’t end happily for the foreign funds, with Steel Partners withdrawing from the country. [EXPAND Read more]

But there have been subtle changes in corporate Japan. The country’s Japanese- and male-dominated boards, for example, have started to look different. Advertising giant Dentsu Inc. named an American, Tim Andree,to its board recently. Mr. Andree was instrumental to Dentsu ’s $5 billion deal last year to buy U.K.-based Aegis Group PLC.

Last year Hitachi Ltd., one of Japan’s biggest employers, also announced plans to overhaul its board so that external directors would outnumber its own executives for the first time in over a century.

That’s because Japanese companies are being forced to increasingly look beyond Japan’s shores. The country’s companies have been aggressively looking outside of Japan in recent years to counter slow growth at home, either through expanding into new markets or acquisitions. At the same time, the success of Prime Minister Shinzo Abe and the Bank of Japan’s monetary stimulus policies have done much to stimulate stock markets and weaken the yen, attracting foreign investors back to Japan in droves after years of apathy.

“We’re glad to see a resurgence in interest in Japan,” said Simon Wong, a partner at Governance for Owners LLP, a U.K.-based investment group partially owned by pension funds. “Japan is a very large economy and investors feel a need to make adequate allocations there. The problem is, they’ve had a very bad experience [with corporate governance and investment returns] over the past two decades.”

But Mr. Wong says that’s changing as Japanese companies are realizing that foreign investors have been, and will be “holders of their stock.” Foreign companies are also getting more comfortable with Japan, in part because Japanese companies have become more willing to engage with them, he added.

Third Point’s Mr. Loeb, for example, said Tuesday he holds a roughly 6.3% stake in Sony, while Samsung Electronics Co. bought a 3% stake inSharp Corp. in March. Foreign investor ownership in Japanese companies, meanwhile, has risen to around 26% from just 8% two decades ago. Net buying of Japanese stocks by foreigners in April stood at their highest level since 1982, according to the Tokyo Stock Exchange. [/EXPAND]