Market News

Aug. 02, 2017 TSE Revisions to Guidelines for Preparing Corporate Governance Reports Concerning Information Disclosures about Retired President/CEOs Holding Advisory Positions (Sodanyaku, Komon, etc.)

 

As summarized below, Tokyo Stock Exchange, Inc. (TSE) has revised the guidelines for preparing Corporate Governance Reports concerning disclosures about retired President/CEOs holding advisory positions (sodanyaku, komon, etc.) in response to recommendations from governmental bodies.

On March 2017, the Ministry of Economy, Trade and Industry (METI) formulated the “Practical Guidelines for Corporate Governance Systems (CGS Guidelines)”. The guidelines are based on assumptions that “The roles of a [sodanyaku or komon] vary from company to company, and there is no intention to simply judge as good or bad to designate a retired president/CEO as a [sodanyaku or komon].” and has suggested that “If a company retains its retired president/CEO as its [sodanyaku or komon], it is meaningful to voluntarily disseminate information on the number of the retired presidents/CEO who act as its [sodanyaku or komon], and their roles and other treatment plans externally. The industrial circles are expected to make these efforts proactively.”

The national government also indicated in its “Growth Strategy 2017” that “[f]rom the viewpoint of improving transparency regarding corporate governance, we will create a system to disclose name, position/status, responsibilities etc. of retired presidents/CEOs who continue to play roles as [sodanyaku or komon], etc. in their own companies at [TSE] around this summer. The new system will be implemented at the beginning of next year. ”


■Outline of the revision
-The following fields will be added to the Corporate Governance Report for disclosing information about sodanyaku or komon, etc. who were formerly presidents/CEOs, etc.
 -Name
 -Job title(s)/position(s)
 -Responsibilities
 -Employment terms
 -Date when former role as President/CEO, etc. ended
 -Term
 -Number of persons in total
-The information can be added to the report submitted according to the revised guidelines in a new form on or after January 1, 2018.

Preparation Guidelines for Corporate Governance Reports (Last update: Aug, 2017) [in Japanese only]

* The relevant information may be added to the report submitted according to the revised guidelines in the new form on or after January 1, 2018.
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Ministry of Economy, Trade and Industry “Practical Guidelines for Corporate Governance Systems (CGS Guidelines)”icon-block
Prime Minister of Japan and His Cabinet “Growth Strategy 2017”icon-block

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