Enhancing Corporate Governance

Tokyo Stock Exchange, Inc. (TSE) incorporates the fundamental principles for corporate governance established in "Japan's Corporate Governance Code" (the Code) into its listing rules to contribute to effective corporate governance in Japan.
A TSE 1st or 2nd Section-listed company is required to provide explanation for non-compliance with any principle of the Code, while a Mothers or JASDAQ-listed company is required to provide explanation for non-compliance with any General Principle of the Code.

Japan's Corporate Governance Code (Revised June 2018) icon-pdf

Japan's Corporate Governance Code (Revised June 2018)

Revision of Japan’s Corporate Governance Code based on the proposal of the Council (Public Comments)

Japan's Corporate Governance Code (June 2015)

Development of Listing Rules for the Implementation of the Corporate Governance Code (Public Comments)

How Listed Companies Have Addressed Japan’s Corporate Governance Code

TSE has published “Listed Companies’ Reaction to Japan’s Corporate Governance Code”, based on corporate governance reports of listed companies.

How Listed Companies Have Addressed Japan’s Corporate Governance Code (Status as of July 2017) icon-pdf
How Listed Companies Have Addressed Japan’s Corporate Governance Code (Status as of December 2016) icon-pdf
How Listed Companies Have Addressed Japan’s Corporate Governance Code (Status as of July 2016) icon-pdf
How Listed Companies Have Addressed Japan’s Corporate Governance Code (Status as of December 2015) icon-pdf

The Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code

The Japan Revitalization Strategy as revised in 2015 (Cabinet Decision, June 30, 2015) states that "we need to work actively to prevail and to promote the adoption of Japan's Stewardship Code, established and released in February 2014 ("JSC"), and Japan's Corporate Governance Code, which entered into force in June 2015 ("JCGC"), as ‘the two wheels of a cart' such that the sustainable growth of companies will be promoted by both sides of investors and companies.

Further improvements of corporate governance, e.g., making governance function not only formally, but also effectively, continue to be a major agenda, and we need to link such efforts to the establishment of a virtuous economic cycle.

In this respect, for the purpose of following up with the prevalence and adoption of JSC and JCGC as well as further improving corporate governance of all listed companies, TSE and the Financial Services Agency (FSA) jointly establish the "Council of Experts Concerning the Follow-up of Japan's Stewardship Code and Japan's Corporate Governance Code".

Establishment of "Council of Experts Concerning the Follow-up of Japan's Stewardship Code and Japan's Corporate Governance Code" icon-pdf
List of members of the Council icon-pdf

Statements

Revision of the Corporate Governance Code and Establishment of Guidelines for Investor and Company Engagement (Mar 26, 2018)icon-block
Effective Stewardship Activities of Institutional Investors - To Enhance Constructive Dialogue toward Sustainable Corporate Growth - (Nov. 30, 2016)icon-block
Corporate Boards Seeking Sustainable Corporate Growth and Increased Corporate Value over the Mid - to Long - Term (Feb. 18, 2016)icon-block
Responses to the Corporate Governance Code and Next Steps of the “Council of Experts Concerning the Follow-Up of Japan’s Stewardship Code and Japan’s Corporate Governance Code” (Oct. 10, 2015)icon-block

Past councils

Date Materials and Minutes
The Fifteenth Council on March 13, 2018  
The Fourteenth Council on February 15, 2018 Materials (FSA Website)icon-block
The Thirteenth Council on December 21, 2017 Materials (FSA Website)icon-block
The Twelfth Council on November 15, 2017 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Eleventh Council on October 18, 2017 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Tenth Council on November 8, 2016 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Ninth Council on September 23, 2016 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Eighth Council on June 1, 2016 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Seventh Council on April 26, 2016 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Sixth Council on February 18, 2016 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Fifth Council on January 20, 2016 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Fourth Council on December 22, 2015 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Third Council on November 24, 2015 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Second Council on October 20, 2015 Materials (FSA Website)icon-block
Minutes (FSA Website)
The First Council on September 24, 2015 Materials (FSA Website)icon-block
Minutes (FSA Website)

The Council of Experts Concerning the Corporate Governance Code

TSE and the Financial Services Agency (FSA) jointly established the Council of Experts Concerning the Corporate Governance Code ("Council") with an aim of obtaining recommendations while referring to the knowledge of experts within private sector. After the discussions by the council members and a call for public comments on the draft, the Council finalized the proposal for “Japanese Corporate Governance Code” on March 5, 2015.

Japan’s Corporate Governance Code [Final Proposal]
- Seeking Sustainable Corporate Growth and Increased Corporate Value over the Mid- to Long-Term - [Mar. 5, 2015]
icon-pdf
The Council of Experts Concerning the Corporate Governance Code icon-pdf
List of members of the Council of Experts Concerning the Corporate Governance Code icon-pdf

Past councils

Date Materials and Minutes
The Ninth Council on March 5, 2015 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Eighth Council on December 12, 2014 Materials and Opinions(FSA Website)icon-block
Minutes (FSA Website)
The Seventh Council on November 25, 2014 Materials and Opinions(FSA Website)icon-block
Minutes (FSA Website)
The Sixth Council on November 12, 2014 Materials and Opinions(FSA Website)icon-block
Minutes (FSA Website)
The Fifth Council on October 31, 2014 Materials and Opinions (FSA Website)icon-block
Minutes (FSA Website)
The Fourth Council on October 20, 2014 Materials and Opinion (FSA Website)icon-block
Minutes (FSA Website)
The Third Council on September 30, 2014 Materials and Opinion (FSA Website)icon-block
Minutes (FSA Website)
The Second Council on September 4, 2014 Materials (FSA Website)icon-block
Minutes (FSA Website)
The First Council on August 7, 2014 Materials (FSA Website)icon-block
Minutes (FSA Website)
The Council of Experts Concerning the Corporate Governance Code (FSA Website)icon-block