On January 19, 2010, ACGA launched a new policy document on India, the "ACGA White Paper on Corporate Governance in India".

The launch was held at the Taj Mahal Palace and Towers in Mumbai. Forty people, including approximately 34 guests and six press, attended. Among the guests were fund managers, company officials, auditors, accountants and risk management consultants.

The "India White Paper" was compiled with the support and input of ACGA members and friends in India and around the globe, and is the first effort of its kind focussing on corporate governance issues in India. The paper makes a series of recommendations for reform in five key areas:

• Shareholder meetings and voting;
• Related-party transactions;
• Preferential warrants;
• Corporate disclosure; and
• The auditing profession.

ACGA believes these reforms are necessary to strengthen the long-term competitiveness of India's capital markets and the accountability of its listed companies.

Prior to and after the launch, we talked to a number of regulators, fund managers, analysts, government officials and business federations about the White Paper, including: the National Stock Exchange; the Securities and Exchange Board of India (SEBI); Ministry of Finance; Institute of Company Secretaries of India; Ministry of Corporate Affairs; and the Federation of Indian Chambers of Commerce and Industry.

Media coverage and other coverage of India White Paper:

• Financial Times, January 18, 2010: "India warned over governance".
• Financial Times, January 18, 2010: "Satyam exposes governance failings".
• Lex on FT, January 19, 2010: "India".
• Associated Press, January 19, 2010: Lax Indian rules still problem after Satyam fraud".
• NDTV, January 19, 2010: "Report draws spotlight on corporate governance".
• Forbes.com, January 19, 2010: "Lax Indian rules still problem after Satyam fraud".
• Responsible Investor, January 20, 2010: "Institutional Investors Input to New India Governance Recommendations".
• Hindu Business Line, January 20, 2010: "FIs asked to enforce corporate governance".
• Indian Corporate Law Blawg, January 20, 2010: :ACGA White Paper on Corporate Governance".
• Initial Private Opinion Blog, January 20, 2010: "Goverance in companies - the dark side - report".
• Wall Street Journal, January 25, 2010: "India's shaky governance".
• Business India, February 21, 2010:"Let Shareholders Say No".

References to India White Paper:

• Risk.net, Financial Risk Management News and Analysis, February 16, 2010: "OECD to update corporate governance priorities for Asia's banks".

On February 3, the Philippine Stock Exchange (PSE) came to Hong Kong to consult ACGA members on the rules for its proposed special corporate governance listing segment, the Maharlika Board.

We organised two conference calls, one in the morning with our North American members, one in the evening with our Asian and European members, and a meeting at the J W Marriott with our Hong Kong members in the morning.

The PSE, represented by Francis Lim, President and CEO; J J Moreno, Vice President and Head, Corporate Governance Office; and Roel Refran, Vice President-General Counsel and Head, Issuer Regulation Division, gave a short presentation, which looked at:

• CG in the Philippines;
• PSE Corporate Governance Improvement Program (CGIP);
• Maharlika Board Project;
• Inspiration: Novo Mercado;
• Development process;
• Comments from stakeholders;
• Next steps;
• Features.

This was followed by a Q & A period where they solicited the members' views on the proposed rules. It was the second consultation the PSE has had with ACGA members on the Maharlika Board, the first being in April 2009.

On December 15, ACGA released its new "ACGA Statement on Corporate Governance Reform in Japan" in both Japanese and English. A press release was also released to the media.

The Statement is a follow-up to the 2008 ACGA "Japan White Paper" and a response to the various corporate governance policy papers produced this year by leading business and government agencies in Japan -- namely, the Nippon Keidanren, Ministry of Economy, Trade and Industry (METI), Financial Services Agency (FSA), and Tokyo Stock Exchange (TSE).

The aim of the Statement is to provide constructive input into the ongoing corporate governance policy and rule-making process in Japan and the basis for further engagement with officials, regulators, companies and investors. The Statement is being endorsed by many of ACGA’s largest institutional investor members from Asia, Canada, Europe, the UK and US.

The statement analyses and offers reform recommendations on five main issues:

• The role of independent directors vis-à-vis “statutory auditors” (Kansayaku);
• Shareholder meetings and proxy voting;
• Private placements and other capital-raising issues;
• Cross-shareholdings and other equity investments;
• Company-investor dialogue.

Key recommendations include:

• Amend the definition of “outside directors” in Japan’s Companies Act to introduce the concept of “independent directors” and put it on a firm legal foundation.
• Move towards full voting by poll at shareholder meetings as soon as possible.
• Require full disclosure of listed company cross-shareholdings and major equity holdings in outside companies.
• Adopt a national code of corporate governance setting down best-practice principles to augment existing laws and regulations.

Since its launch, the Statement has received the following media and other coverage:

• Daiwa Research (Japanese version), January 15, 2010.
• Commercial Law Review (Japanese version), January 15, 2010.
• Pension Fund Association Presentation (Japanese version), January 20, 2010.
• Financial Times, December 15, 2009: "Investors place little hope in Japanese reforms".
• Nikkei (English version), December 15, 2009: "Foreign Pension Funds Call For Dilution Rules At Japan Firms".
• Nikkei (Japanese version), December 15, 2009.

On December 14, F&C Asset Management, an ACGA member, sent a letter to the Korean Ministry of Justice asking it to forego a proposed amendment to the company law that would allow companies to introduce poison pills. The letter was co-signed by ACGA and 21 other institutional investors representing more than US$2.5 trillion in assets. The letter reflects the global nature of investors concerned, with seven countries and four continents being represented.

Since its launch, the letter has received the following media coverage:

• Korea Herald, December 18, 2009: Korea's poison pill could scare off FDI: foreign investors.
• City Wire, December 17, 2009: Investors oppose Korean 'poison pill'.
• Yonhap News (Korean version), December 17, 2009.
• Global Pensions, December 16, 2009: Investors oppose Korea’s proposed poison pill.
• Maeil Business (Korean version), December 16, 2009.

On December 1, we held our fourth ACGA Investor Discussion Group (AIDG) meeting of 2009 for our members in Asia, Europe and North America via conference call.

The agenda for this meeting was:

1. Japan
• Update on "ACGA 2009 Japan Statement";
• Report back on proposed ACGA voting guidelines on independent directors;
• Discussion of executive compensation policy;
• Proposal for a return ACGA delegation to Tokyo in March 2010;
2. Korea
• Letter to MOJ voicing opposition to new poison pill law;
3. Hong Kong
• Update on ACGA paper on the 20% private placement "general mandate";
4. India
• Update on India White Paper;
• Proposed ACGA delegation to India in February or March 2010;
5. Taiwan
• ACGA White Paper on Taiwan;
• Update on promotion of voting by poll;
6. Singapore
• Discussion paper on shareholder rights in the company law. ("Multiple proxy issue").

ACGA held its ninth annual conference--the "Asian Business Dialogue on Corporate Governance 2009"--at the St Regis Hotel in Beijing from Wednesday, November 11, to Thursday, November 12, 2009.

Please find attached, for your reference, the various slide presentations delivered at the conference:

1. "Surveying the Financial Landscape of China and Asia"
   Dr. Michael Pomerleano, Advisor, World Bank, Washington.
2. "China's Capital Market: Global #1 in 2020"
   Mr. Steven Watson, Senior Vice President, Capital Group, Hong Kong.
3. "TSMC Green Management"
   Dr. Elizabeth Sun, Head of IR, TSMC, Taipei.
4. "Asian Corporate Governance Briefing: Spotlight on 2009 and 2010"
   Mr. Jamie Allen, Secretary General, ACGA, Hong Kong (with Sharmila Gopinath and Chris Leahy).
5. "Risk Management for PRC Companies Going Global"
   Mr. Shasi Gangadharan, Vice President, Specialty Insurance Manager, Asia-Pacific Zone, Chubb Group, Singapore.
6. "Understanding Key Issues for China Based Companies Expanding Overseas"
   Ms. Heidi Lawson, International Counsel, Debevoise & Plimpton LLP,London.
7. "Shareholder Engagement"
   Mr. Jeffrey R. Williams, Independent Director, China Universal Asset Management, Shanghai.
8. "Creating Effective Boards in China"
   Mr. Jamie Allen, Secretary General, ACGA, Hong Kong.

ACGA 9th Annual Conference, Beijing, November 2009
ACGA held its 9th Annual Conference, the "Asian Business Dialogue on Corporate Governance 2009", at the St Regis Beijing over November 11-12, 2009. The conference brought together 184 speakers and delegates from around Asia and other parts of the world for thought-provoking discussions on practical issues of corporate governance for business in Asia. In all, some 15 countries and markets were represented, including nine in Asia and six outside the region.

The full schedule of events for the two days can be seen in our conference brochure.

Keynote Speakers
We were pleased to welcome Xiao Gang, Chairman, Bank of China, Beijing as our Opening Keynote Speaker and Jin Liqun, Chairman of Supervisory Board, China Investment Corporation, Beijing as our Closing Keynote Speaker.

Speakers and presentations
Presentation slides from several speakers will be uploaded shortly.

Conference MCs, moderators and speakers included (in order of appearance):

• Mr. Douglas Henck, Vice Chairman, ACGA
• Ambassador Linda Tsao Yang, Chair, ACGA
• Dr. Michael Pomerleano, Advisor, World Bank, Washington.
• Ms. Elaine La Roche, Vice Chairman, JP Morgan Securities China, Beijing.
• Mr. Tan Kong Khoon, CEO, Bank of Ayudhya, Bangkok.
• Ms. Mary Ma, Managing Director, TPG Capital, Hong Kong.
• Mr. Zhao Xiaoyu, Vice President, Asian Development Bank, Manila.
• Mr. Peter Bowie, Senior Partner, Deloitte China, Beijing
• Mr. Steven Watson, Senior Vice President, Capital Group, Hong Kong.
• Mr. Tong Daochi, Director General, China Securities Regulatory Commission, Beijing.
• Mr. Yi Wang, Principal, McKinsey & Company, Shanghai.
• Mr. Robert Morrison, Former Chairman/CEO, CLSA Asia-Pacific Markets, Hong Kong.
• Dr. Elizabeth Sun, Head of IR, TSMC, Taipei.
• Ms. Melissa Brown, Director, IDFC Global Alternatives, Hong Kong
• Mr. Masaki Shizuka, Executive Officer, Tokyo Stock Exchange, Tokyo.
• Mr. Christopher Leahy, Editor-at-Large, ACGA, Singapore.
• Mr. Jamie Allen, Secretary General, ACGA, Hong Kong.
• Ms. Sharmila Gopinath, Research Manager, ACGA, Hong Kong.
• Mr. Shasi Gangadharan, Vice President, Chubb Group, Specialty Insurance Manager, Asia Pacific Zone, Singapore.
• Ms. Heidi Lawson, International Counsel, Debevoise & Plimpton LLP, London.
• Mr. Jeffrey Williams, Independent Director, China Universal Asset Management, Shanghai.
• Ms. Melissa Brown, Director, IDFC Global Alternatives, Hong Kong.
• Ms. Karin Ri, Associate Director - Asia-Pacific, Hermes Fund Managers, London.
• Mr. Liu Chijin, Chairman & Chief Executive Officer, Pan-Pacific Management Institute, Beijing.

Programme topics
The issues discussed at the conference included:

• Surveying the Financial Landscape of China and Asia
• Cross-border M&A: Rising to the Governance Challenge
• China's Capital Market: Global #1 in 2020
• The Governance of Growth
• Corporate Governance Reform in Japan

Workshops

• Asian Corporate Governance Update 2009 / Outlook for 2010
• Risk Management for PRC Companies Going Global
• Shareholder Engagement in Asia
• Creating Effective Boards in China

Sponsors
Our sincere thanks go to the following sponsors:

• Principal Sponsors: Aberdeen Asset Management Asia, Bank of China, Chubb Insurance, CLSA Asia-Pacific Markets.
• Supporting Sponsor: Deloitte.

• Luncheon Sponsor: Capital Group.
• Dinner Sponsor: China Universal Asset Management.
• Workshop Sponsor: Hermes, TIAA-CREF.
• Exclusive media partner: FORTUNE China.

On September 15, we held our third ACGA Investor Discussion Group (AIDG) meeting of 2009 for our members in Asia, Europe and North America via conference call.

The agenda for this meeting was:

1. Draft ACGA Japan Statement;
2. An ACGA Voting Policy on Japan for 2010?;
3. ACGA India White Paper;
4. Voting by Poll in Taiwan
5. Company Law Amendment in Singapore;
6. Adoption of PRC Accounting and Auditing Standards for PRC Listings in Hong Kong; and
7. Hong Kong Consultation on Rights Issues and Open Offers.

On July 12, 2009 edition, the FT fm quoted ACGA in an article titled "Too many shareholders not voting, Asian trade body says". The article focusses on fund managers not voting on shareholder resolutions.

On June 2, we held our second ACGA Investor Discussion Group (AIDG) meeting of 2009 for our members in Asia, Europe and North America via conference call.

The agenda for this meeting was:

1. Update and Follow-up on Japan
   • Proposals from METI Corporate Governance Study Group
   • Voting on Independent Directors in 2009 AGMs
   • ACGA Statement on Government and Keidanren Reform Proposals?
2. Update on Singapore
• ACGA Submission on “Multiple Proxies”
• Non Pro-rata New Share Issuances
• Rights Issues
3. Update on Malaysia: Amendments to the Listing Requirements
4. "ACGA White Paper on Corporate Governance in India"
5. Follow-up on Investor Delegation to Taiwan
6. Hong Kong: Investor Engagement on Long-suspended Companies

On February 24, we held our first ACGA Investor Discussion Group (AIDG) meeting of 2009 for our members in Asia, Europe and North America via conference call.

The agenda for the meeting was as follows:

1. Consultation paper by Bursa Malaysia on reforms to its listing rules;
2. Presentation to METI Corporate Governance Study Group, Feb 13, 2009;
3. Proposed agenda for ACGA Japan delegation, March 9-11, 2009;
4. Proposed agenda for ACGA Taiwan delegation, March 12-13, 2009;
5. ACGA White Paper on India;
6. Hong Kong's financial reporting regime.

On Friday, February 13, 2009, ACGA gave a presentation on independent directors to a new "Corporate Governance Study Group" formed in December 2008 by the Ministry of Economy, Trade and Industry (METI) in Japan. The primary task facing the Study Group is to decide whether Japan's company law should be amended to require listed companies to have independent outside directors and, if so, what form this should take. Our presentation was titled, "The Role and Value of Independent Directors".

On February 2, 2009, ACGA organised a briefing in Hong Kong on corporate governance and proxy voting in Japan. The speaker was Mr. Hiroshi Komori, IR Consulting Group Head, Stock Transfer Agency Department, Sumitomo Trust & Banking Co, Tokyo. The title of the presentation was "Trends of Corporate Governance, Proxy Voting and Takeover Defence Issues in Japan, 2008-9".

In its January 2009 edition, the Economist quoted ACGA in an article titled "India's Enron". The article focusses on the Satyam scandal and the state of corporate governance in India.

ACGA held its 8th Annual Conference, the "Asian Business Dialogue on Corporate Governance 2008", at the Grand Hyatt Mumbai on Wednesday, November 5, 2008. The conference brought together a group of around 120 high-level speakers and delegates from around Asia and other parts of the world for a dialogue on the theme, "Corporate Governance in India and Asia: What Comes Next?"

We were honoured to have many distinguished speakers at the event, including Mr. Adi Godrej, Chairman, Godrej Group, India as our Opening Keynote Speaker and Mr. Paul Boyle, Chief Executive, Financial Reporting Council, London, UK as our Closing Keynote Speaker.

For full details on conference speakers and topics, please see our programme brochure.

Official Partners
We would like to thank our official partners for the conference, the Ministry of Corporate Affairs (MCA) and the National Foundation for Corporate Governance (NFCG) for their strong support and helpful assistance.

Speakers
We would also like to thank all our speakers, moderators and MCs for giving generously of their time and sharing their expertise (in alphabetical order):

• Mr. Manoj Arora, Director, Ministry of Corporate Affairs, New Delhi.
• Mr. Rahul Bhasin, Managing Partner, Baring Private Equity India, Gurgaon.
• Mr. Douglas Henck, Vice Chairman, ACGA.
• Mr. Fraser Howie, Managing Director, Listed Derivatives & Synthetic Equity, CLSA, Singapore.
• Ms. Veronica John, CEO, IDFC Capital, Singapore.
• Mr. Young Joon Kim, Partner, Milbank, Tweed, Hadley & McCloy LLP, Hong Kong.
• Dr. Bindu Lohani, Vice President (Finance and Administration), Asian Development Bank, Manila.
• Mr. Joseph Longo, General Counsel (Asia), Deutsche Bank, Hong Kong.
• Mr. Sammy Medora, Chairman, KPMG Audit Committee Institute, India.
• Ms. Zia Mody, Senior Partner, AZB & Partners, Mumbai.
• Mr. Ravi Narain, Managing Director, National Stock Exchange, Mumbai.
• Mr. Shekhar Purohit, APAC Leader for Executive Compensation and Corporate Governance, Hewitt Associates, Mumbai.
• Mr. Toshihiko Saito, Senior Vice President, Capital International, Tokyo.
• Mr. Deepak Satwalekar, MD & CEO, HDFC Standard Life Insurance, Mumbai.
• Mr. Nilesh Shah, Deputy Managing Director, ICICI Prudential AMC Ltd, Mumbai.
• Mr. Steven Watson, Director and Senior Vice President, Capital Research, Hong Kong
• Mr. Jonathan Woetzel, Director, McKinsey & Company, Shanghai.
• Ambassador Linda Tsao Yang, Chair, ACGA.

Sponsors
Our sincere appreciation and thanks go also to all our sponsors:

• Principal Sponsors: Aberdeen Asset Management Asia, CLSA Asia-Pacific Markets.
• Supporting Sponsors: Deloitte, Hermes Pensions Management.
• Dinner Sponsor: IDFC.
• Luncheon Sponsor: Chubb Insurance.

Since its launch in mid-May 2008, the "White Paper on Corporate Governance in Japan" has received the following media coverage:

• Governance, May 2008: "Spotlight on Japan".
• Nikkei, May 11, 2008: The article, which was originally in Japanese, was translated by one of the co-authors of the White Paper, Michael Connors of Hermes Fund Managers, London.
• Financial Times, May 12, 2008: "Japan warned on governance".
• Bloomberg, May 12, 2008: "Global Investors Demand More Say in Japan Management".
• Easier Finance, May 14, 2008: "Investors call for improvements in Japanese corporate governance".
• Press release by F&C Investments, May 14, 2008: "Leading institutional investors call for improvements in Japanese corporate governance".
• Asahi Shimbun, May 16, 2008.
• FujiSankei Business, May 16, 2008.
• Reuters, May 16, 2008.
• Nikkei, May 16, 2008.
• Global Proxy Watch, May 16, 2008.
• Corporate Law and Governance, May 16, 2008: "Japan: White paper published by ACGA".
• Nikkei Veritas, May 18, 2008.
• Les Echos, May 20, 2008: "Des « zinzins » militent pour la démocratie actionnariale au Japon".
• Financial Times, May 21, 2008: "Japan investors look abroad for wind of change".
• Financial Times, May 21, 2008: "Tokyo Stock Exchange agrees to draw up fresh takeover guidelines".
• Economist Intelligence Unit Report, June 2008: "Mixing it up? Shareholder activism, corporate governance and the outlook for M&A in Japan".
• ICGN Yearbook 2008, June 2008: "Regional round up: A White Paper on Corporate Governance in Japan".
• Nikkei Business, June 2, 2008.
• Mike Connors and Jamie Allen were interviewed on Bloomberg TV early morning on May 15. The launch was also covered by Japanese television.
• Interview with Chris Wells on YouTube, May 15, 2008.

In June 2008, ACGA submitted a letter to the Indonesian Minister of Finance and the chairman of Bapepam, the capital market supervisory agency, regarding two particular points in the proposed changes to M&A rules in Indonesia:

• A suggestion that the threshold for general offers should be raised from the current level of 25% to 50%.
• The possibility that offerors may not be required to purchase 100% of a company in a general offer. Instead, they would only need to buy 80%, but could continue to purchase additional shares on-market, if they chose.

The letter offered to provide a more detailed response to a market consultation on this issue.

On May 15, 2008, the "White Paper on Corporate Governance in Japan", a new policy document on corporate governance in Japan published by ACGA, was launched. The Japanese version of the paper can be downloaded here.

The launch was held at the offices of White & Case in Tokyo. Ninety-two people, including 60 guests and 32 press, attended. Among the guests were fund managers, directors of banks, government officials, representatives from think tanks and academicians.

The “Japan White Paper” is the first collaborative effort of its kind focussing on corporate governance issues in Japan and involving global institutional investors. It has been compiled with the support and input of ACGA members and is endorsed by leading global pension funds and fund mangers, including: Aberdeen Asset Management, Singapore; Alliance Trust Asset Management (Asia-Pacific), Hong Kong; British Columbia Investment Management Corporation, Canada; the California Public Employees’ Retirement System (CalPERS), USA; California State Teachers' Retirement System (CalSTRS), USA; F&C Asset Management, UK; Hermes Fund Managers, UK; PGGM Investments, The Netherlands; RAILPEN Investments, UK; and the Universities Superannuation Scheme, UK.

The paper states that sound corporate governance is essential to build a more internationally competitive corporate sector in Japan and to the longer-term growth of the Japanese economy and its capital markets. It argues that while a number of leading Japanese companies have improved their corporate governance practices in recent years, the system of governance in most Japanese listed companies fail to meet the needs of stakeholders or the nation in three ways:

• By not providing for adequate supervision of corporate strategy;
• By protecting management from the discipline of the market, thus rendering the development of a healthy and efficient market in corporate control all but impossible;
• By failing to provide the returns that are vitally necessary to protect Japan's social safety net—its pension system.

Accordingly, the White Paper makes recommendations on six key issues:

1. Recognition of shareholders as owners of listed companies
2. Efficient use of capital
3. Independent supervision of management
4. Pre-emption rights and third-party share placements
5. Poison pill takeover defences
6. Fairness and transparency in shareholder voting

On April 28, 2008, officials from Bursa Malaysia (BM), the Malaysian stock exchange, met with ACGA and CLSA in Hong Kong to discuss our recent "CG Watch 2007" survey on corporate governance in Asia. BM outlined a number of corporate governance initiatives that it had in the pipeline.

Opening Keynote Speech: Mr. Yoshihiko Miyauchi, Chairman and CEO, ORIX Corporation, Japan. ("The Value of Corporate Governance to Japanese Business")

Closing Keynote Speech: Mr. Tomomi Yano, Executive Managing Director, Pension Fund Association, Japan. ("The Critical Role of Investors in Strengthening Corporate Governance in Japan")

ACGA held its seventh annual conference--the "Asian Business Dialogue on Corporate Governance 2007"--at the Conrad Hotel in Tokyo on Thursday, November 8, 2007. Around 180 people attended from 10 Asian countries in addition to Japan, with delegates also flying in from Australia, New Zealand, the UK, the US, Netherlands, Switzerland, Canada, Oman and Israel.

The theme of this year's programme was "Strengthening Companies and Capital Markets through Corporate Governance". The day began with a strong opening keynote speech by Mr. Yoshihiko Miyauchi, Chairman and CEO, ORIX Corporation, Japan, on the topic, "The Value of Corporate Governance to Japanese Business". He said Japanese companies were creating a “welfare” system by taking care of all their stakeholders including employees, clients and partners equally instead of maximising the interests of their shareholders. He argued that companies needed to employ outside directors on their boards of directors, which could then supervise the business operations of the company to ensure they were in the best interests of its shareholders. While corporate governance had improved in the country, he concluded that for Japanese companies to win in the global economy, they must recognise that competitors were not the domestic companies but the whole world. And corporate governance, he said, was the first step for global competition and to provide a firm foundation to increasing competitiveness.

Following the Q&A session, Mr. Steven Watson, Senior Vice President and Director of Capital Research Company, and moderator of the first plenary session, briefly looked at the level of foreign investment in Japan. He noted that even as foreigners had increased their investments over the years the Nikkei Index continued to lag behind the rest of the world. One of the speakers on the panel, Ms. Kathy Matsui, Managing Director and Chief Japan Strategist Goldman Sachs (Japan), in her speech stated that though the stock market rebound post-2003 was driven by improvements in return on equity, compared to the rest of the world dividends in Japan remained on the low side. The morning ended with a discussion on corporate social responsibility and Japan’s leading role in the region at least in terms of environmental initiatives.

The afternoon session comprised of two workshops of two tracks each. Mr. Satoru Hiraga, Representative Director, Marsh Broker Japan, a panelist in Track 1 of the first workshop, focussed on the global risks that companies face in the world today in his talk. Discussions centered on companies awareness of these risks and what measures were being implemented by corporates around the world to counter them. In Track 2, its moderator, Mr. Chris Wells, Partner, White & Case, Tokyo, asked a series of questions to get the panelists and audience talking about how much management listened to its shareholders and acted on their concerns. The panelists and audience in the last workshop discussed what being a director on a board in Japan and elsewhere in the region entailed, while Track 2 discussed the need for shareholders to vote their shares at meetings.

We also for the first time introduced electronic voting machines to allow the audience to experience real-time voting by poll. The audience was asked a series of questions with the percentage of how they answered appearing on the screen in front.

At the end of the day, Mr. Tomomi Yano, Executive Managing Director, Pension Fund Association, Japan, gave the closing keynote speech, "The Critical Role of Investors in Strengthening Corporate Governance in Japan", which focussed on deep-seated problems in Japan, including the rush to brand foreign activist funds as villains without studying their proposals for companies or making an effort to consider the problems these targeted companies are experiencing such as excess assets on their balance sheets. But he maintained that he remains optimistic that corporate governance could improve and sees a big role for institutional investors in helping to facilitate reforms.

Distinguished speakers:
Our list of speakers and MCs included:

• Mr. Yoshinari Hara, Chairman of the Board, Daiwa Securities Group Inc., Tokyo.
• Mr. Christopher Ailman, Chief Investment Officer, California State Teachers' Retirement System (CalSTRS), Sacramento.
• Mr. Jamie Allen, Secretary General, Asian Corporate Governance Assocation.
• Mr. Nicholas Benes, President, JTP Corporation, Tokyo.
• Mr. Peter Bowie, Chief Executive (China), Deloitte Touche Tohmatsu, Shanghai.
• Ms. Melissa Brown, Executive Director, Asria, Hong Kong.
• Mr. Scott Callon, Partner/CEO, Ichigo Asset Management, Tokyo.
• Mr. Charnchai Charuvastr, President, Thai Institute of Directors, Bangkok.
• Mr. Mike Connors, Advisor, Nissay Hermes Stewardship Fund, London/Tokyo.
• Mr. Robert Cox, Executive Vice President, Chubb Insurance, New Jersey.
• Mr. Amane Fujimoto, Head, Corporate Value Consulting Project Team, Stock Transfer Agency Department, Sumitomo Trust & Banking Co. Ltd, Tokyo.
• Mr. Douglas Henck, Vice Chair, Asian Corporate Governance Association.
• Mr. Satoru Hiraga, Representative Director, Marsh Broker Japan, Tokyo.
• Ms. Veronica John, ACGA Council Member, London.
• Professor Hideki Kanda, Faculty of Law, University of Tokyo.
• Ms. Kathy Matsui, Managing Director and Chief Japan Strategist Goldman Sachs (Japan), Tokyo.
• Mr. Yoshihiko Miyauchi, Chairman and CEO of ORIX Corporation, Japan.
• Ms. Josephine Price, Deputy CEO, CLSA Capital Partners, Hong Kong.
• Mr. Peter Taylor, Head of Corporate Governance, Aberdeen Asset Management Asia, Singapore.
• Mr. Steve Watson, Senior Vice President and Director of Capital Research Company, Hong Kong.
• Mr. Chris Wells, Partner, White & Case, Tokyo.
• Mr. Jeffrey Willemain, Global Managing Partner, Regulatory & Risk, Deloitte Touche Tohmatsu, Detroit.
• Mr. Tomomi Yano, Executive Managing Director, Pension Fund Association, Japan.
• Mr. Jason Yeung, Board Secretary, Bank of China, Beijing.
• Ambassador Linda Tsao Yang, Chair, Asian Corporate Governance Association.

Our sincere thanks to all the speakers, the many delegates who attended (especially those flying in from overseas) and to the following sponsors and supporting organisations:

• Principal sponsors: Aberdeen Asset Management Asia; Chubb Insurance; CLSA Asia-Pacific Markets
• Supporting organisation: Japan Association of Corporate Directors (JACD)
• Supporting sponsors: Deloitte; Hermes Pensions Management; SAP Asia

In October 2007 ACGA submitted a paper to the Singapore Government on “Opening Shareholder Meetings to Fund Managers in Singapore”. It addresses certain legal obstacles that stand in the way of institutional investors who want to attend shareholder meetings in Singapore, known as the “two proxy card issue”. The paper offers recommendations on how to resolve the issue, namely to amend both the Companies Act and the Listing Manual of the Singapore Stock Exchange.

Delegates were asked a series of 20 questions in both the plenary and workshop sessions on a range of issues relating to corporate governance in Japan and elsewhere. Highlights of the responses were as follows:

Plenary sessions (all 150+ delegates)

• 41% of delegates felt that rising foreign shareownership in Japan was definitely helping to improve corporate governance, while another 45% believed it was having some effect. Only 4% said it was having no effect, while the reminder did not know.
• 69% of delegates believed that cross-shareholdings hindered good corporate governance, while 17% said they thought cross-shareholdings helped. The remainder did not know.
• 33% of delegates said that a focus on corporate social responsibility contributed to higher shareholder returns, while another 39% believed it had some effect. Of the remainder, 20% thought it had no effect, while the remainder did not know.
• 73% believed that institutional investors should do more to incorporate environmental and social risks (ESG) into their investment processes, while 12% disagreed and the remainder did not know.

Workshop sessions (delegates divided into two rooms)

• Only 9% of delegates in the “Globalisation of Risk” workshop felt that Japanese companies invested sufficient resources in identifying and managing business risks at home and abroad. A full 56% said they did not, while the remainder did not know.
• 50% of delegates in the “Shareholder Dialogue” workshop believed that activist shareholders in Japan would be tougher on management going forward, 43% said they would “change their strategy” (eg, become more friendly), and 7% thought that the activist movement would recede.
• Only 2% of delegates in the “Board Leadership” workshop believed that Asian management teams fully understood their roles and obligations in relation to the board of directors. More than half—57%—thought managers understood “to some extent”, while a significantly large 34% felt they did not understand. The remainder did not know.
• A full 62% of delegates in the “Shareholder Voting” workshop believed that voting could make a difference to corporate behaviour in Japan, while 24% felt it had some effect and 11% a marginal effect. The remainder did not know.

In summary, it could be said that delegates were mostly critical of the quality of corporate governance within listed companies in Japan and other parts of the region, felt that institutional investors were not sufficiently addressing ESG risks, and believed Japanese companies were not effectively managing business risks. On a more positive note, there was a general consensus that ownership change and shareholder voting could stimulate improved corporate governance, that a strategic (ie, business) focus on social and environmental risks could be beneficial for companies, and that shareholder activism would continue to develop in Japan.

Our fourth "CG Watch 2007" report, produced by CLSA Asia-Pacific Markets in collaboration with ACGA, on corporate governance in Asia, titled "On a Wing and a Prayer", has received the following media coverage:

• Economist Intelligence Unit, October 2007: "China Company: Crisis Prevention". While the corporate governance landscape in China has improved, it remains far from good and regulations and practices require massive improvements.
• Global Proxy Watch (US), October 2007: "Smug Factor". The pace of reform has slackened, but worse Asian firms show no concern towards environmental risks, with many not even bothering to respond to questions put to them by CLSA, claiming that climate change was not relevant to them.
• The Australian Financial Review, October 1, 2007: "Good weather a precursor for change". While the Asian Development Bank raised its growth outlook for the region in September 2007, both "CG Watch 2007" and the World Bank's "Doing Business 2008" study raised a warning flag that economic successes were fostering a climate of complacency in the region.
• South China Morning Post, September 28, 2007: "Top rank, but Hong Kong must do better". Hong Kong overtook Singapore in the rankings to gain the top spot, but not because of any major improvements in corporate governance standards. Rather Singapore seems to have deterioated slightly.
• Business World (Philippines), September 28, 2007: "Report: Listed firms transparent but can't enforce good governance". While listed companies in the Philippines are transparent and follow general accounting principles, the regulatory system does not deter insider trading.
• Dow Jones Newswires, September 26, 2007: "HK Has Asia's Best Corporate Governance,Singapore Slips-Study". The good economic times and booming markets in the last two years have seen regulators become complacent about corporate governance reform in the region, including Singapore, which meant Hong Kong overtook Singapore in the corporate governance rankings this year.
• Indo-Asian News Service (Singapore), September 26, 2007: Asian firms get poor marks on environmental awareness.Forty-two percent of companies surveyed by CLSA for the report failed to respond to its environmental questionnaire while 64% of those that did received a score of zero. The highest number of respondents came from companies in Thailand, Philippines and India, with South Korea's Samsung emerging at the top with a score of 100.
• Business Times, September 26, 2007: S'pore should reclaim top spot in corporate governance rankings. Citing the drop in rankings a "wake-up call", it urges Singapore to not react defensively but to take the findings as a timely reminder of the corporate governance areas in which the city state cannot afforde to lose sight of.
• Business Times, September 26, 2007: Asian firms score poorly on green issue awareness. Even as the world acknowledges the threat of global warming, Asian companies seem oblvious to the risks and issues associated with climate change. Companies in Indonesia, ranked as one of the largest carbon polluters in the world through deforestation, had the lowest response to the environmental survey sent out by CLSA to companies across the region for the report.
• Channel NewsAsia, September 25, 2007: "Singapore loses to Hong Kong in corporate governance reform: report". While disclosure standards in Singapore are higher than those of Hong Kong, Singapore seems to give the impression that its reform process has reached an acceptable plateau, putting aside concerns that some key local rules and practices are not in line with global best practices. This complacency is part of the reason why Singapore lost its top ranking to Hong Kong.
• Agence France Presse, September 25, 2007: Hong Kong tops Asian governance chart: report. Hong Kong overtook Singapore in the corporate governance rankings because while Hong Kong continues to grapple with some difficult reform issues, Singapore has become complacent about the reform proces due to a strong market performance.
• Business Times, September 25, 2007: "HK pips S'pore in corporate governance". Hong Kong's willingness and tenacity to continue to tackle difficult reform issues and keep pace with international best practices helped it to gain the top spot in the survey.
• Financial Times, September 25, 2007: "Asian companies fail to grasp green issues". The majority of Asian companies were oblivious to the risks posed by climate change issues to their business models and the environment. In the regional survey CLSA sent out to 582 companies for "CG Watch 2007" nearly two-thirds were given a zero score for their approach to climate change, with more than four out of 10 companies failing to answer any questions on green issues.
• Financial Times, September 24, 2007: "Asia 'complacent' on governance" and "Asian governance under fire". Complacency in the region towards corporate governance during the stock market boom leaves it vulnerable to exposure of any lingering shortcomings during a market downturn.

In its October 2007 edition, CFO Asia quoted ACGA in an article titled "Meet the Family". The article focusses on how Asian family firms that go public are coping with corporate governance and social responsibility requirements by hiring CFOs and professional managers, which can prove to be successful depending on how serious the company is about reforming and allowing outsiders a say in the decision-making of the company.

ACGA will hold its 7th Annual Conference, the "Asian Business Dialogue on Corporate Governance 2007", at the Conrad Tokyo on Thursday, November 8, 2007. Our conference brings together a group of high-level speakers and delegates from around Asia and other parts of the world for thought-provoking discussions on practical issues of corporate governance for business in Asia. The full schedule of events for the day can be found in our programme brochure. To register, please download our conference registration form.

Keynote Speakers
We are pleased and honoured to announce that our Opening Keynote Speaker will be Mr. Yoshihiko Miyauchi, Chairman and CEO, ORIX Corporation, Japan, and our Closing Keynote Speaker will be Mr. Tomomi Yano, Executive Managing Director, Pension Fund Association, Japan.

Sponsors
Our sincere thanks go to the following sponsors:

• Principal Sponsors: Aberdeen Asset Management Asia, Chubb Insurance*, CLSA Asia-Pacific Markets.
• Supporting Sponsors: Deloitte, Hermes Pensions Management, SAP.
• Supporting Organisation: Japan Association of Corporate Directors

*Note: Some of our sponsors have Japanese websites, including Chubb Japan.

Speakers
Other confirmed speakers include:

• Mr. Yoshinari Hara, Chairman of the Board, Daiwa Securities Group Inc., Tokyo.
• Mr. Christopher Ailman, Chief Investment Officer, California State Teachers' Retirement System (CalSTRS), Sacramento.
• Mr. Nicholas Benes, President, JTP Corporation, Tokyo.
• Mr. Peter Bowie, Chief Executive (China), Deloitte Touche Tohmatsu, Shanghai.
• Ms. Melissa Brown, Executive Director, Asria, Hong Kong.
• Mr. Scott Callon, Partner/CEO, Ichigo Asset Management, Tokyo.
• Mr. Charnchai Charuvastr, President, Thai Institute of Directors, Bangkok
• Mr. Mike Connors, Advisor, Nissay Hermes Stewardship Fund, London/Tokyo.
• Mr. Robert Cox, Executive Vice President, Chubb Insurance, New Jersey.
• Mr. Amane Fujimoto, Head, Corporate Value Consulting Project Team, Stock Transfer Agency Department, Sumitomo Trust & Banking Co. Ltd, Tokyo.
• Mr. Satoru Hiraga, Representative Director, Marsh Broker Japan, Inc., Tokyo.
• Ms. Veronica John, ACGA Council Member, London.
• Professor Hideki Kanda, Faculty of Law, University of Tokyo.
• Ms. Kathy Matsui, Managing Director & Chief Japan Strategist, Goldman Sachs Japan Investment Research, Tokyo.
• Ms. Josephine Price, Deputy CEO, CLSA Capital Partners, Hong Kong.
• Mr. Peter Taylor, Aberdeen Asset Management Asia, Singapore.
• Mr. Steven Watson, Senior Vice President, Capital Research, Hong Kong.
• Mr. Christopher Wells, Partner, White & Case, Tokyo.
• Mr. Jeffrey Willemain, Global Managing Partner, Regulatory & Risk, Deloitte Touche Tohmatsu, Detroit.
• Mr. Jason Yeung, Board Secretary, Bank of China, Beijing.

Note: More names will shortly be added.

Programme topics
The issues to be discussed at the conference include:

• The Contribution of Corporate Governance to Japan's Economic Recovery--and Challenges Ahead for Reform.
• The Role of the Board in Managing Corporate Social and Environmental Imperatives.
• The Globalisation of Enterprise and Regulatory Risk: Impact on the Governance of Japanese Companies.
• Strategies for Strengthening Dialogue between Companies and Long-term Investors in Asia.
• Enhancing the Leadership Role of Boards and Directors in Asia.
• Shareholder Voting in Asia: The Bigger Picture.

Hotel accommodation:
November is an extremely busy month for events in Tokyo. It is therefore advisable that out-of-town delegates book their accomodation as early as possible. ACGA has negotiated a discounted rate for conference delegates at The Conrad -- please see the attached form.

Note: This rate is only valid until October 17, and is subject to room availability.