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This is the first book to furnish a root cause of the low valuation of Japanese listed companies by using, as qualitative evidence, unique global investor surveys, which are rarely available for Japanese companies. Also contained in this book as quantitative evidence is empirical research with regression analysis implying a positive correlation between corporate governance and value creation in Japan. The author explains the rationale underlying the suggestion of the Ito Review on return on equity (ROE) 8% guidance, an almost 50% discounted valuation of the cash held by Japanese companies, corporate value and ROE, equity spread as a key performance indicator for value creation, an optimal dividend policy based on optimal capital structure, risk-adjusted hurdle rates for value-creative investment criteria, and the synchronization of environmental, social, and governance with equity spread. Illustrated with relevant statistics, evidence of shareholders’ voices, case studies, and empirical research, the book is highly recommended for readers who seek qualitative and quantitative evidence of Japan’s problems and potential prescriptions in connection with value creation. “This book empirically proves the relationship between non-financial capitals defined by IIRC and corporate value, and provides a convincing method to unlock corporate value in Japan via Abenomics corporate governance reforms. A must read!” Richard S. Howitt, Chief Executive Officer, International Integrated Reporting Council (IIRC) “This book addresses emerging issues such as the "Power of Intangibles" in addition to IMA-defined "Equity Spread" as a gauge for value creation from the viewpoint of management accounting. It is highly recommended for finance and accounting professionals.” Jeffrey C. Thomson, CMA, CAE. President and CEO, Institute of Management Accountants (IMA)
This book examines recent changes in Japanese corporate governance. It is based on detailed field work in large Japanese companies and interviews with investors, civil servants, and policy makers in the period after the significant corporate law reforms in the early 2000s up to the months just before the global financial crisis of 2008.
"Who owns the modern company? And how should owners behave? Rolf H. Carlsson brings a fresh eye and historical depth to the issue of ownership, management and value creation that every firm and its owners must consider." Frances Cairncross, Management Editor, The Economist "Rolf H. Carlsson gives a valuable historical review and illustrates with cases how active ownership has played an important role in company development...gives...interesting views on where corporate governance is heading and...advice on how to make it work well." Percy Barnevik, Chairman of ABB, AstraZeneca, Investor, and Sandvik; Director (non-exec.) of GM "The nuanced and rich analysis of ownership competence which can be found in Rolf H. Carlsson's book goes far beyond the traditional debate and provides truly interesting and valuable insights for investors, industrialists, entrepreneurs, and owners both in the private and the public sectors." Richard Normann, Professor, Chairman of SMG "Rolf H. Carlsson (analyses the) process...of (creating) long-term shareholder value...in which our model for corporate governance is key, and provides valuable insights into our approach to business." Marcus Wallenberg, CEO, Investor AB "Rolf H. Carlsson's...book on ownership (has been) eagerly awaited by the governance community. Carlsson is uniquely able to illumine those areas in which Swedish corporate structuring has been ahead of the world. It is a book that we all look forward to reading." Robert A. G. Monks, Principal, Lens Investment Management "Carlsson...outlines a powerful frame of reference and analytical tools to address issues of value creation and the role of active owners. This book is a significant contribution to the all-important issues of corporate governance. I was intrigued and pleased to read it." Richard H. Koppes, Jones Day and Stanford Law School; former General Counsel, CalPERS "...adds new perspectives by highlighting the demanding challenges of globalisation. A remarkable new book on the crucial issues of ownership and corporate governance." Dr R. Marsch-Barner, Senior Counsel, Deutsche Bank AG "This innovative book puts the spotlight on those who have the ultimate responsibility for corporate governance, the owners. It provides useful insight into the ways of effective ownership." Professor Jay W. Lorsch, Harvard Business School
This book is the result of an international comparative study of corporate governance begun in 2002, and provides analysis of the issue as it applies to management, moral hazards, accounting practices, and the institutional investor from both a Japanese and a global perspective. The study presents a view of the company as an entity that not only maximizes profit for stockholders but that also has a social role to play in maintaining a sustainable society.
Debates regarding corporate governance have become increasingly important in Japan as the post-war model of bank-based, stakeholder-oriented corporate governance faces the new pressures associated with globalization and growing investor demands for shareholder value. Bringing together a group of leading scholars from economics, law, sociology and management studies, this book looks at how the Japanese approach to corporate governance and the firm have changed in the post-bubble era. The contributions offer a unique empirical exploration of why and how Japanese firms are reshaping their corporate governance arrangements, leading to greater diversity among firms and new 'hybrid' forms of corporate governance. The book concludes by looking at what effect these incremental but transformative changes may have on Japan's distinctive variety of capitalism.
Corporate Governance in the 21st Century is a very useful addition to the literature on corporate governance in Japan. It is worth reading simply because it updates many of the ongoing issues such as adoptions of takeover defenses, appointments of independent directors, and increases in foreign direct investment. It is also useful because it examines corporate governance from the perspectives of business as well as law. Furthermore, it provides the beginnings of a framework through which to understand the process of gradual transformation. Christina L. Ahmadjian, Journal of Japanese Studies An invaluable set of resources for everyone with an interest in corporate governance in Japan. Covering both basic information and recent developments, the collection provides readers with an excellent survey of the complexity of modern corporate governance and its legal setting. . . in Japan. Hideki Kanda, University of Tokyo, Japan The essays in this collection approach Japanese corporate governance in the 2000s from a variety of novel perspectives novel in terms of subject matter, methodology, and points of comparison. The result is a comprehensive portrait of the current dynamics of change and stasis in the institutional environment for Japanese firms. Curtis Milhaupt, Columbia Law School, US The lost decade of economic stagnation in Japan during the 1990s has become a found decade for regulatory and institutional reform. Nowhere is this more evident than in corporate law. In 2005, for example, a spate of reforms to the Commercial Code culminated in the new Company Act, a statute promising greater organisational flexibility and shareholder empowerment for Japanese corporations competing in a more globalised economy. But does this new law herald a more Americanised system of corporate governance? Has Japan embraced shareholder primacy over its traditional loyalty to other key stakeholders such as main banks , core employees, and partners within diffuse corporate (keiretsu) groups? This book argues that a more complex gradual transformation is unfolding in Japan a process evident in many other post-industrial economies. The book brings together contributions from academics and practitioners from Japan, Australia, New Zealand, Canada and the United States. It includes chapters on comparative corporate governance theory and methodology, lifelong employment, the main bank system, board structures, and governance issues in small and medium-sized enterprises. The procedural, substantive and FDI policy dimensions of takeover law and practice are discussed, as well as empirical changes to corporate governance practices in large, publicly listed companies during the past twenty years. The authors rich mix of national, disciplinary and professional backgrounds allows for a broad comparative perspective on developments in Japanese corporate governance. The book will be of great interest to scholars and students of law, business, political economy and Japanese studies, and will also appeal to corporate lawyers and policymakers.
This book carefully examines the effects of changes in the corporate governance structure on corporate behavior or company performance, using micro-data from listed companies in Japan. The author found that in Japan the introduction of stock options had neither a positive impact on profitability nor the negative side effects of promoting risk-taking behaviors. Furthermore, he found that corporate diversification and division of corporations showed negative impacts on profitability. The corporate governance structure of Japan has exhibited a large change from the second half of the 1990s to the present. There have been institutional reforms involving enterprise law, such as the introduction of stock options and the removal of the ban on holding companies. With respect to the ownership structure of a company, discernible trends are that the equity holdings of financial institutions and business corporations have fallen while the presence of foreign stockholders has risen. These trends are often pointed out as signs that the Japanese corporate governance structure has been approaching the American model and that this will energize Japanese firms. The author contradicts common academic theories, however, and concludes that the formation of the corporate governance which emphasizes the agency problem between shareholders and corporate managers is inadequate. He suggests that an institutional arrangement for a corporate governance system that values a variety of stakeholders' interests is greatly needed and concludes that perspectives on maximizing surplus values for various stakeholders and distributing the surpluses appropriately among the stakeholders will become increasingly important for the purpose of managing corporations.
The purpose of this book is to study an unexplored area of corporate governance. The authors examine whether the corporate governance system can be affected by organizational culture, leader culture, and the operations management system in general. In addition, they study how a specific corporate governance system can affect the organizational culture and operations management system and create a different type of leader culture. This is an in-depth study of Japanese multinational companies and a comparison of their corporate governance system at home (in Japan) and in host countries like Britain, India, and Thailand.The authors conducted a series of in-depth interviews with the senior executives of major Japanese multinational companies to construct quantitative models for Japan, Thailand and India, and to analyze the aforementioned propositions.
After sweeping all before it in the 1980s, 'Japanese management' ran into trouble in the 1990s, especially in the high-tech industries, prompting many to declare it had outlived its usefulness. From the late 1990s leading companies embarked on wide-ranging reforms designed to restore their entrepreneurial vigour. For some, this spelled the end of Japanese management; for others, little had changed. From the perspective of the community firm, Inagami and Whittaker examine changes to employment practices, corporate governance and management priorities, in this 2005 book, drawing on a rich combination of survey data and an in-depth study of Hitachi, Japan's leading general electric company and enterprise group. They find change and continuity, the emergence of a 'reformed model', but not the demise of the community firm. The model addresses both economic vitality and social fairness, within limits. This book offers unique insights into changes in Japanese management, corporations and society.
This text examines thinking on corporate governance by way of a detailed study of the governance practices of 14 Japanese companies. It suggests that mainstream conceptualizations of corporate governance are inadequate, failing to account for the actual way the companies are controlled.