On August 2, 2017, the Tokyo Stock Exchange announced new amendments to the Guidelines for Corporate Governance Reports ("Amendments"). Under the Amendments, a listed company may elect to describe, in a Corporate Governance Report submitted on or after January 1, 2018, certain information about any advisor or counselor (an "Advisor") who has previously held the position of president, CEO, or a similar position at such listed company. The information to be submitted may include the names, titles, positions, job descriptions, working arrangements (i.e., full-time or part-time), and terms and conditions between the listed company and the Advisors.
A former CEO of a Japanese listed company may remain at the company as an Advisor, even after he or she resigns from his or her position as CEO, and can influence the management of the company by providing instructions or advice to the management. Although this practice may not always be an advisable one, any information about an Advisor is not subject to any public disclosure because the position of Advisor is not established under the Companies Act. There is, however, increasing criticism regarding the lack of transparency over the exercise of influence on the management of listed companies by Advisors whose information is not subject to public disclosure. Hence, the Amendments introduce a disclosure system for information about such Advisors.
Under the Amendments, the disclosure of information about an Advisor by a listed company is voluntary and not a mandatory requirement. Accordingly, even if a company has an Advisor, a listed company may choose not to describe any information about that Advisor in a Corporate Governance Report. That being said, if a listed company does not disclose any information about an Advisor without a justifiable reason, it is possible that its shareholders may request that the company explain its reasons for nondisclosure at the shareholders meeting or another venue, and/or the investors may negatively evaluate the corporate governance of the company as a result. Therefore, it is expected that the introduction of a disclosure system under the Amendments will further enhance the transparency over the corporate governance of Japanese listed companies.
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