How Listed Companies Have Addressed Japan s Corporate Governance Code

Transcription

1 Provisional translation How Listed Have Addressed Japan s Corporate Governance Code (Status as of July 14, 2017) September 5, 2017 Tokyo Stock Exchange, Inc.

2 with the Code As of July 2017, 2,540 companies listed on the TSE 1st & 2nd Sections have disclosed their responses to the Code (+10 companies from Dec. 2016) /Explanation ratios are as follows: ( Dec. 2016) which have complied with all 73 principles 25.9 % (659 companies) +6.0pt which explained reasons for non-compliance with some principles 74.1 % (1,881 companies) -6.0pt Number of principles companies complied with 90% or more 63.0 % (1,599 companies) -1.8pt Less than 90% 11.1 % (282 companies) -4.2pt by Market Division Full 90% <90% Total Dec N = 2,530 Jul N = 2, % 64.8% 15.3% (504 ) (1,639 ) (387 ) 25.9% 63.0% 11.1% (659 ) (1,599 ) (282 ) 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% TSE 1st Section Dec N = 2,002 Jul N = 2, % 65.0% 10.7% (485 ) (1,302 ) (215 ) 31.6% 61.4% 7.0% (638 ) (1,241 ) (142 ) 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% TSE 2nd Section Dec N = 528 Jul N = % 63.8% 32.6% (19 ) (337 ) (172 ) 4.0% 69.0% 27.0% (21 ) (358 ) (140 ) 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2

3 / Explanation by Principles of the Code Among 73 principles, Principles with which all companies have complied 7 principles +4 principles Principled with which some companies provided explanations for non-compliance 66 principles -4 principles (. 2016) rate 90% or more 55 principles -3 principles Less than 90% 11 principles -1 principle Principles all companies have complied with Principles 90% of companies have complied with Principles <90% of companies have complied with No. Principles Explanation No. Principles Explanation No. Principles Explanation Chapter 1 Chapter 3 53 P % +0.9pt 1 GP % +0.0pt 27 GP % +0.0pt 54 SP % +2.3pt 2 P % +0.1pt 28 P % +6.1pt 55 P % +2.3pt 3 SP % +0.2pt 29 SP % +0.5pt 56 SP % +0.4pt 4 SP % ±0.0pt 30 SP % +0.7pt 57 SP % +0.0pt 5 SP % +0.0pt 31 P % +0.2pt 58 SP % +16.1pt 6 P % +1.8pt 32 SP % +1.2pt 59 P % +0.0pt 7 SP % +0.2pt 33 SP % +0.3pt 60 SP % +0.2pt 8 SP % +2.7pt Chapter 4 61 P % +0.0pt 9 SP % +0.4pt 34 GP % +0.1pt 62 SP % ±0.0pt 10 SP % +1.9pt 35 P % +0.6pt 63 SP % ±0.0pt 11 SP % +0.5pt 36 SP % +0.1pt 64 SP % +0.1pt 12 P % +0.5pt 37 SP % +1.0pt 65 P % +0.5pt 13 P % +0.8pt 38 SP % +1.5pt 66 SP % +0.2pt 14 P % +0.1pt 39 P % +0.9pt 67 SP % +0.2pt 15 SP % +0.0pt 40 SP % +2.3pt Chapter 5 16 P % ±0.0pt 41 P % +0.4pt 68 GP % +0.0pt 17 P % +0.2pt 42 SP % +0.6pt 69 P % +0.5pt Chapter 2 43 SP % +0.1pt 70 SP % +0.0pt 18 GP % +0.0pt 44 P % -0.0pt 71 SP % +0.4pt 19 P % 45 SP % +0.2pt 72 SP % +0.0pt 20 P % +0.1pt 46 P % +0.0pt 73 P % +0.9pt 21 SP % +0.4pt 47 P % +0.4pt 22 P % +0.0pt 48 P % +0.8pt 23 SP % +0.0pt 49 P % +5.3pt 24 P % +0.1pt 50 SP % +1.7pt 25 P % +0.2pt 51 SP % +2.1pt 26 SP % +1.0pt 52 P % +0.8pt (Reference) Average by the layer of the Code Principles Layers Average GP (General Principles) 99.93% +0.0pt P (Principles) 97.68% +0.8pt SP (Supplementary Principles) 93.41% +1.0pt 3

4 Principles with Higher Explanation s Principles that more than 20% of all companies chose to supply explanations Principles Content Complying Explaining Explanation Change from Dec SP Electronic voting / English AGM notices 1,122 1, % -1.9pt SP Provision of English language disclosures 1, % -0.7pt SP Remuneration reflecting mid-to-long term growth 1, % -2.3pt SP Board evaluation and disclosure of summary 1, % -16.1pt SP Involvement and advice from independent directors on remuneration / nomination 1, % -2.3pt Principle whose explanation rate dropped below 20% Principles Content Complying Explaining Explanation Change from Dec SP 4-8 Two or more independent directors 2, % -5.3pt 4

5 Contents of Explanations For 66 Principles, 1,881 companies have supplied a total of 8,142 Explanations (-1,604 from Dec. 2016) Breakdown of Reasons for Non-compliance: 1. Indicating their intention to comply in the future 9.5% -5.3pt 2. Stating that they have yet to decide whether to comply or not 35.6% -4.5pt 3. Having no plan to comply due to company-specific reasons 54.8% +9.7pt ( Dec. 2016) July % 653 1, % 15.0% (Reference) December , % % 1, % 3, % 2, % 3, % 3, % (Legend) Will comply in the future (timeline provided) Will comply in the future (no timeline provided) N = 8,142 N = 9,746 Considering whether to comply or not No plan to comply (due to specific circumstances) No plan to comply (alternative measures to be taken) 5

6 Notes on Figures Figures for 2017 are based on the CG Reports with a statement of Comply or Explain as per the Code submitted by 2,540 companies listed on TSE 1 st and 2 nd Section as of July 14, Figures for 2016 are based on the CG Reports with a statement of Comply or Explain as per the Code submitted by 2,530 companies listed on TSE 1 st and 2 nd Section as of December 31, Market Division companies Jul Dec Scope of Comply or Explain TSE 1st Section 2,021 2,002 TSE 2nd Section All 73 Principles 5 General Principles ( GP ) 30 Principles ( P ) 38 Supplementary Principles ( SP ) Mothers JASDAQ Only 5 General Principles TOTAL 3,533 3,512 6