JAPAN Trends and Developments Contributed by: Yoshitaka Sakamoto, Tsunemichi Nakano, Hiroyuki Saga and Hiroshi Ogura, Anderson Mori & Tomotsune
ings (which is not necessarily widely utilised) is on the table for discussing revision. Revisions to Codes Corporate Governance Code With regard to the Corporate Governance Code, it is assumed that revision work will proceed based on the five key areas outlined in the Action Programme for Corporate Governance Reform 2025 (so-called Action Programme 2025, published in 2025), namely: • driving value creation capacity; • enhancing quality disclosure and promoting dia - logue with investors; • improving board effectiveness; • addressing issues in the market environment; and • encouraging management to be aware of sustain - ability issues. The proposed revision at the time of publication of this chapter of the guide (16 June 2026) raises “stream - lining” of the Corporate Governance Code as the theme for its ideal form as a whole. Specifically, while upgrading the core sections for governance to prin - ciples with the aim of substantialising the Corporate Governance Code, the portions that overlap with other sections of the Corporate Governance Code or laws and regulations will be removed; and, given that the Corporate Governance Code is also intended to assist management in considering and implementing initia - tives to enhance corporate value over the medium to long term, the revised Corporate Governance Code is planned to be drafted with maximum conciseness and a clear focus. Turning to the details, in addition to reaffirming the importance of constructive dialogue with sharehold - ers in settings other than a shareholders’ meeting, the proposed revision raises, as major themes: the explicit clarification of the board of directors’ accountability regarding the allocation of management resources, including portfolio reviews; the deepening of other functions of the board of directors; and the substan - tialisation of information disclosure.
More specifically, noteworthy points include the fol - lowing: • with regard to policies for promoting constructive dialogue with shareholders, the proposal requires the formulation and external disclosure of the specifics in greater detail, such as the designation of officers in charge of dialogue, the ideal form of organic collaboration among related divisions, the means of dialogue, and policies for feedback to shareholders’ opinions; • in connection with the allocation of management resources, the proposal envisages an in-depth description on the effective use of financial assets such as cash and deposits, and real assets; and • in relation to information disclosure, the proposal intends to set the early submission of an annual securities report (disclosure before a shareholders’ meeting) as a principle. The Corporate Governance Code is scheduled to be revised around mid-2026 after further deliberations. Stewardship Code In the revision of the Stewardship Code in 2025, while streamlining the code was one of the themes, ensur - ing transparency of beneficial shareholders and pro - moting collaborative engagement were also raised as major themes. Specifically, as a prerequisite for engagement (dia - logue) between an institutional investor and a listed company, a recognised issue was ensuring the trans - parency of the institutional investor, including the status of its shareholding. This recognition led to a specific guideline explicitly stating that: “In order to support constructive dialogue with investee com - panies, institutional investors should, in response to requests from investee companies, explain how many shares they own/hold in the company and should dis - close in advance a policy on how they will respond to such requests from investee companies.” In addition, as for the ideal form of engagement (dia - logue), it was explicitly specified that not only dialogue by an institutional investor alone but also dialogue in collaboration with other institutional investors (col - laborative engagement) is an important option.
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