Le Wall Street Journal nous fait savoir ce matin que les entreprises japonaises aiment de plus en plus leurs actionnaires : « Corporate Japan Learns to Love Its Shareholders » (4 octobre 2019). Il y a une intéressante augmentation du rachat d’actions couplé à un engagenent actionnarial croissant.
Extrait :
Japan’s corporate governance reforms are starting to pay off, and plenty more could be coming. This is a good reason to get excited about the country’s cheap stocks, even if growth prospects aren’t exciting.
The Japanese stock market has quietly outperformed every large rich-world peer outside of the U.S. over the past decade. Much of the burst hasn’t come from a rampant economy. Growth has been solid by Japanese standards, but hardly impressive by anyone else’s.
Companies in the Topix stock index have increased their buyback activity by 164% year over year as of the end of September, according to CLSA’s Nicholas Smith. If they do intend to return more cash to shareholders, they are in a prime position to do so. Japan’s listed corporations sit on enormous piles of cash, and have significantly lower debt-to-equity ratios than their peers in either Europe or the U.S.
(…) Better REIT valuations offer just one example of what can happen when corporate-governance reforms come to fruition. According to a Goldman Sachs analysis, shareholders generally are growing more relaxed about throwing their weight around. The proportion of shareholder proposals at Japanese companies that received more than 20% support at annual general meetings this June rose to 30% from 20% last year and 12% just two years ago.
Japanese corporate culture is being blamed for the mistakes. Economists Naoshi Ikeda, Kotaro Inoue and Sho Watanabe of the Tokyo Institute of Technology recently set out to test the « quiet-life hypothesis, » which is, as Bloomberg describes, « the idea that without shareholder pressure, managers will tend to avoid big decisions and content themselves with managing stable corporate empires, letting their companies stagnate. »
The researchers found that there’s a lot of this « quiet-life » business activity going on in Japan. Cross-shareholding (Keiretsu), where corporations own each other’s stock is rife, and this means companies are reluctant to challenge each other. The researchers found that at companies with a considerable level of cross-ownership, R&D spending and growth CapEx is relatively low compared to the rest of the market.
But progress is being made. Three and a half years after the government introduced a stewardship code for local institutional investors and more than two years since the launch of a governance code for listed Japanese companies, listed companies are moving in the right direction. Dividend payouts have reached a record, and there has been a quadrupling of firms with two or more independent directors on their boards over the past four years. There has also been an increase in of “constructive,” or friendly, activists (referred to as engagement funds rather than activist funds), which aim to tackle corporate governance issues, but with an explicitly low-key, humble approach.
III. Enhancing disclosure of non-financial information
Non-financial information includes a wide array of information such as governance, social and environmental matters as well as business policies/strategies and MD&A. In recent years, there has been further growing interest in such non-financial information in response to the initiatives to bolster corporate governance and the increasing demand regarding social and environmental issues.
Companies are required to disclose in their Annual Securities Reports information that is necessary and appropriate for the public interest or protection of investors. Accordingly, for example, in cases where social or environmental issues have a material impact on the business or performance of the issuing companies, they are required to disclose such issues in the « MD&A » and « Risk Factors » of the Annual Securities Reports. Also, in recent years, in addition to the improvement of disclosure requirements of governance information in Corporate Governance Reports, a substantial number of companies have taken to disclosing diverse and technical non-financial information in the form of CSR reports and Environment Reports in order to satisfy the wide-ranging information needs of investors and other stakeholders.
To ensure that companies provide non-financial information which meets stakeholders’ needs through creativity and ingenuity, it could be one option to encourage companies to provide non-financial information through voluntary disclosure.
Also note that it might be necessary in the future to make some non-Financial information subject to mandatory disclosure requirements; therefore, it is important to make clear the approach to take for information whose disclosure should be obligatory. In view of the criminal punishments and other heavy sanctions applied to false statements in the Annual Securities Reports, and of the necessity to concisely disclose the information that is truly material for investment decisions, we believe that it would be appropriate to take into account the following elements holistically when considering whether certain non-financial information should expressly be made obligatory:
Whether the information is truly necessary for investors in making investment decisions;
Whether the information has become prevalent in the securities market, and has been provided to investors to keep them from being misled;
Whether the cost borne across the market would be considerable, including, for example, the cost borne by disclosing companies as a
consequence of making the information disclosure mandatory, and the cost borne by investors to acquire and evaluate the information;
Whether the request to disclose non-financial information will adversely discourage companies from disclosing useful information, and as a result the overall quality and quantity of information disclosure will decline;
Whether the disclosure of non-financial information is required by other laws.
Also, as mentioned under « Basic approach, » in order to improve accessibility to corporate information, there are the needs of those investors, especially overseas institutional investors, that companies compile the information that is released across multiple disclosure documents into a single document in an easy-to-understand fashion. In order to address investor needs of this kind, we believe that it is important for companies to consider the way of voluntary disclosure through creativity and ingenuity; some examples may be to unify the information contained in multiple disclosure documents into a single document, or to systematically include hyperlinks to multiple disclosure documents on a single web page.
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3. Investment decisions made from a mid- to long-term perspective
In order to ensure that the corporate disclosure of information leads to sustainable growth and increased corporate value over the mid- to long term, it will be necessary to take further steps encouraging investors to use the information disclosed by companies to make investment decisions grounded in a mid- to long-term perspective.
Such steps may include the following:
Discuss dialogue between institutional investors and the investee companies of investment, as well as the way in which voting rights are exercised at the Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code, so as to make stewardship responsibility more effective in boosting corporate value over the mid- to long term and ensuring sustainable corporate growth.
Individual investors are generally expected to have the mid- to long term in mind, with shareholders holding shares for over three years on average accounting for about 70%. In view also of the expansion of the defined-contribution pension system and NISA (Nippon Individual Savings Account: a system for the tax exemption of small investments), further intensify education toward mid- to long-term-oriented investing in the context of the initiatives undertaken by the Japan Securities Dealers Association and other organizations to improve the literacy of individual investors.
Les entreprises japonaises feraient-elles l’objet d’une gouvernance de type anglo-américaine ? C’est ce qu’il semble à la lecture de cet article : « Shareholders put Japan’s corporate governance to the test » (Nikkei Asian Review, 25 juin 2016).
Voici quelques extraits :
Many stockholders at security company Secom’s annual meeting Friday demanded explanations over why then-Chairman Shuji Maeda and then-President Hiroshi Ito were fired in May, despite the company’s strong performance last fiscal year. (…) Secom voluntarily created an executive nomination and compensation committee, but has not made the members’ names public. Attendees raised questions over the effectiveness of the company’s governance structure. « There’s still room for improvement in the selection process for executives, » one said.
Shareholders at Mitsubishi Chemical Holdings’ meeting the same day focused on earnings power and dividends. The chemical company had logged extraordinary losses from restructuring its petrochemical business, while return on equity fell under 5% for the year ended in March. Shareholders demanded more details over the loss, and urged the company to try to raise its stock price. (…)
Kobe Steel logged a group net loss last fiscal year, and its ROE has long remained low. Just 87.3% of shareholders voted for the proposal to retain Chairman and President Hiroya Kawasaki, down 8 percentage points from last year. (…)
Toshiba came under harsh criticism at its Wednesday meeting, with shareholders blaming the company’s top-down culture and the lack of independence at its accounting department for its bookkeeping scandal. Only 87.06% of shareholders voted to reappoint President Satoshi Tsunakawa,
À l’hiver 2015, le Japon a publié son nouveau code de gouvernance d’entreprise suite au lancement de la stratégie de revitalisation du Japon lancé en 2014. C’est le 1er juin 2015 que ce nouveau code est entré en vigueur.
Dès l’introduction, les mots sont lâchés : « In this Corporate Governance Code, “corporate governance” means a structure for transparent, fair, timely and decisive decision-making by companies, with due attention to the needs and perspectives of shareholders and also customers, employees and local communities ».
Quels principes retrouve-t-on énoncés ?
Section 1: Securing the Rights and Equal Treatment of Shareholders
Section 2: Appropriate Cooperation with Stakeholders Other Than Shareholders
Section 3: Ensuring Appropriate Information Disclosure and Transparency
Section 4: Responsibilities of the Board
Section 5: Dialogue with Shareholders
Pour accéder au code de gouvernance intitulé « Japan’s Corporate Governance Code – Seeking Sustainable Corporate Growth and Increased Corporate Value over the Mid- to Long-Term » : cliquez ici.
Pour un commentaire accessible librement sur Internet, vous pourrez aller au lien suivant : ici (cabinet Jones Day). Petit morceau choisi :
The Code takes the « Principles-Based Approach » and « Comply or Explain Approach. » As such, the Code is not prescriptive, and certain principles are purposely drafted in general terms to leave flexibility. The Code expects companies to apply the spirit of the principles set forth under the Code, not follow literally the text of the principles as if they were statutory provisions. The Code leaves room for companies to consider what should work for them to achieve effective corporate governance, and it permits them to decide whether to comply with the principles under the Code or choose not to do so, with a proper explanation of the reasons for not doing so.
Finally, in order to better understand the Code, it is important to know unique features of the Companies Act of Japan, which provides for the three types of corporate governance structures for Japanese listed companies to choose: (i) a company with the board of kansayaku corporate auditors, (ii) a company with three committees (nominating, compensation, and audit committees), and (iii) a company with an audit committee with supervisory functions. Legally, these three types of governance structures are treated equally under Japanese law, and the Code is neutral as to these three governance structures. There are, however, a certain number of Code provisions that are intended to apply primarily to companies with the board of kansayaku corporate auditors since it is not required to have external directors or to have nomination or compensation committees.
Institutional investors should have a clear policy on how they fulfill their stewardship responsibilities,and publicly disclose it.
Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.
Institutional investors should monitorinvestee companies so that they can appropriately fulfill their stewardship responsibilities with an orientation towards the sustainable growth of the companies.
Institutional investors should seek to arrive at an understanding in common with investee companies and work to solve problems through constructive engagement with investee companies.
Institutional investors should have a clear policy on voting and disclosure of voting activity.The policy on voting should not be comprised only of a mechanical checklist; it should be designed to contribute to the sustainable growth of investee companies.
Institutional investors in principle should report periodically on how they fulfill their stewardship responsibilities,including their voting responsibilities,to their clients and beneficiaries.
To contribute positively to the sustainable growth of investee companies, institutional investors should have in-depth knowledge ofthe investee companies and their business environment and skills and resources needed to appropriately engage with the companies and make proper judgments in fulfilling their stewardship activities.