Japan Advocacy
ACGA has invested considerable time and effort on Japan advocacy since the publication of our "White Paper on Corporate Governance in Japan" in May 2008. This document focussed on six key areas--shareholders as owners of listed companies; the efficient use of capital; independent supervision of management; the need for stronger pre-emption rights; removal of poison pill takeover defences; transparent shareholder meetings and voting--and made recommendations for reform to both regulators and companies. The White Paper was followed by a "Japan Statement" in 2009 that elaborated on the issues raised. Since then, many of our recommendations have become part of mainstream government policy.

Over the past decade, ACGA has also contributed numerous letters and submissions on corporate governance reform in Japan, both in response to regulatory consultations on company and securities law and through original research on issues of importance to our members (eg, capital raising). In June 2016, we were invited to speak on resolving investor conflicts of interest at a meeting of the "Follow-up Council" on the two new Codes (Corporate Governance and Stewardship). In May 2017, we submitted a letter to the FSA on its revised Stewardship Code.
Japan White Papers - Japan
Japan White Paper

On 15 May 2008, ACGA published its first original policy document on a single market--the "ACGA White Paper on Corporate Governance in Japan".

The paper is the first collaborative effort of its kind involving global institutional investors and focussing on corporate governance in Japan. We argue that sound corporate governance will become a key element in building a more internationally competitive capital market in Japan and that this will support the longer-term growth of the Japanese economy. While a number of leading Japanese companies have improved their governance practices in recent years, the system in most listed companies fails to meet the needs of stakeholders or the nation in three main 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.


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.


The White Paper was formally endorsed by 10 ACGA member firms: Aberdeen, Alliance Trust, bcIMC, CalPERS, CalSTRS, F&C, Hermes, PGGM, Railpen and USS. It was co-authored by Michael Connors of Hermes Fund Managers and Anna Krutikov of F&C, with further input from a wide range of ACGA members.




  • 企業戦略の適切な監督が行われていないこと
  • 資本市場が本来持つ規律から経営陣が保護されているために、健全で効率的な企業統制のある市場の発展が阻害されているだけでなく、ほとんど不可能になっていること
  • 日本の社会的セーフティ・ネットである年金制度の維持に不可欠なリターンを提供することができないこと


  1. 上場企業の所有者として株主
  2. 資本効率の追求
  3. 独立的立場からの経営陣の監督
  4. 新株引受権と第三者への株式発行
  5. ポイズンピルと買収防衛策
  6. 議決権行使おける公平性と透明性


Aberdeen, Alliance Trust, bcIMC, CalPERS, CalSTRS, F&C, Hermes, PGGM, Railpen, USS


Michael Connors (マイケル・コナーズ)
Hermes Fund Managers Ltd.
Anna Krutikov (アナ・クルティコフ)
F&C Asset Management

Other White Papers