Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

<ul>
<li>While this was a major step forward, it did not adequately explain how Fujitsu would invest the cash from the sale of these non-core businesses in its core businesses.</li>
<li>The investment strategy of buying listed subsidiaries with parent-subsidiary listings was shown to be reasonable. The exit risk may be lower when the parent makes the subsidiary a wholly-owned subsidiary.</li>
<li>If valuations are enhanced by expectations of increased corporate value through reviews of the parent's business portfolio, the dissolution of the parent-subsidiary listing is a powerful way to enhance valuations.</li>
</ul>


While this was a major step forward, it did not adequately explain how Fujitsu would invest the cash from the sale of these non-core businesses in its core businesses.
The investment strategy of buying listed subsidiaries with parent-subsidiary listings was shown to be reasonable. The exit risk may be lower when the parent makes the subsidiary a wholly-owned subsidiary.
If valuations are enhanced by expectations of increased corporate value through reviews of the parent's business portfolio, the dissolution of the parent-subsidiary listing is a powerful way to enhance valuations.


Dissolving the Parent-Subsidiary Listing Is a Powerful Way to Increase Valuations?

<ul>
<li>Since companies are in the process of raising their own human capital efforts, it's good to use  ISO 30414 certification as an opportunity to see how well they are doing.</li>
<li>Many companies may believe that ISO will share the risk of information at the time of disclosure with respect to the accuracy of the disclosed information.</li>
<li>Since perfect information doesn't seem to be required in the Annual Securities Report for FY3/2023, the information will actually be available for intercompany comparisons starting with that for FY3/2024.</li>
</ul>


Since companies are in the process of raising their own human capital efforts, it's good to use  ISO 30414 certification as an opportunity to see how well they are doing.
Many companies may believe that ISO will share the risk of information at the time of disclosure with respect to the accuracy of the disclosed information.
Since perfect information doesn't seem to be required in the Annual Securities Report for FY3/2023, the information will actually be available for intercompany comparisons starting with that for FY3/2024.


Expected More Companies to Obtain ISO Certification, Which Would Share Disclosure Information Risk

<ul>
<li>The number of shareholder proposals in June 2022 was 241, significant increase from 136 in June 2021. It's expected that the number of shareholder proposals will increase again this year.</li>
<li>The increase in the percentage of shareholder proposals recommended by voting advisors can be considered an increase in shareholder proposals that are quite reasonable from the shareholder's point of view.</li>
<li>The percentage of overseas investors in favor of shareholder proposals increased, while that of domestic institutional investors remained unchanged at 7%, the same as the previous year.</li>
</ul>


The number of shareholder proposals in June 2022 was 241, significant increase from 136 in June 2021. It's expected that the number of shareholder proposals will increase again this year.
The increase in the percentage of shareholder proposals recommended by voting advisors can be considered an increase in shareholder proposals that are quite reasonable from the shareholder's point of view.
The percentage of overseas investors in favor of shareholder proposals increased, while that of domestic institutional investors remained unchanged at 7%, the same as the previous year.


Different Criteria for Exercising Voting Rights for Overseas and Domestic Institutional Investors

<ul>
<li>Since the revised Corporate Governance Code in 2021 requires TCFD disclosure for prime market listed companies, TCFD disclosure is expected to expand to all prime listed market companies going forward.</li>
<li>Most companies do not have a roadmap for meeting their emissions targets, and there is a need to look carefully at whether their numerical targets and timelines are reasonable.</li>
<li>Until now, companies that preceded TCFD disclosures have mainly disclosed information in integrated reports. However, attention will focus on how these information will be disclosed in the Annual Securities Report.</li>
</ul>


Since the revised Corporate Governance Code in 2021 requires TCFD disclosure for prime market listed companies, TCFD disclosure is expected to expand to all prime listed market companies going forward.
Most companies do not have a roadmap for meeting their emissions targets, and there is a need to look carefully at whether their numerical targets and timelines are reasonable.
Until now, companies that preceded TCFD disclosures have mainly disclosed information in integrated reports. However, attention will focus on how these information will be disclosed in the Annual Securities Report.


Comparability of Disclosures Between Companies Will Enhance Content of Sustainability Information

<ul>
<li>Regarding the three most in-demand documents, only 30-50% of companies with over 30% foreign ownership disclose them in English. The mismatch between overseas investors' demand and companies' disclosure continues.</li>
<li>If TSE requires faster timing of disclosure in English, companies may limit the materials they disclose in English due to increased burden. Disclosing necessary materials is more important than timing.</li>
<li>In order to encourage companies to disclose in English in their annual securities reports, the Corporate Governance Code should clearly state the disclosure in English in the annual securities report.</li>
</ul>


Regarding the three most in-demand documents, only 30-50% of companies with over 30% foreign ownership disclose them in English. The mismatch between overseas investors' demand and companies' disclosure continues.
If TSE requires faster timing of disclosure in English, companies may limit the materials they disclose in English due to increased burden. Disclosing necessary materials is more important than timing.
In order to encourage companies to disclose in English in their annual securities reports, the Corporate Governance Code should clearly state the disclosure in English in the annual securities report.


Earlier Timing of Disclosure in English May Create Another Mismatch with Investor Demand

Japan

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TSE Tokyo Price Index TOPIX (TPX INDEX)

Dissolving the Parent-Subsidiary Listing Is a Powerful Way to Increase Valuations?

I would like to discuss the January 23 Nikkei article, "Parent-subsidiary delisting is a trap for 'buy': Investment funds flinch at share price...

Metrical Inc

Different Criteria for Exercising Voting Rights for Overseas and Domestic Institutional Investors

I would like to discuss the issues on the date of "Status of Approval Rates for Shareholder Proposals by Proposal" published by the TSE on January...

Metrical Inc

Comparability of Disclosures Between Companies Will Enhance Content of Sustainability Information

I would like to discuss the issues on the materials of the survey on the actual status of information disclosure in line with the TCFD...

Metrical Inc

Earlier Timing of Disclosure in English May Create Another Mismatch with Investor Demand

I would like to discuss the summary and the issues on the materials published by TSE on January 17 in its Survey on the Implementation Status of...

Metrical Inc

Dissolving the Parent-Subsidiary Listing Is a Powerful Way to Increase Valuations?

I would like to discuss the January 23 Nikkei article, "Parent-subsidiary delisting is a trap for 'buy': Investment funds flinch at share price...

Metrical Inc

Expected More Companies to Obtain ISO Certification, Which Would Share Disclosure Information Risk

In summary, I would like to discuss the issue on the Nikkei article, "Human Capital" Disclosure, Acquisition of International Certification One...

Metrical Inc

Different Criteria for Exercising Voting Rights for Overseas and Domestic Institutional Investors

I would like to discuss the issues on the date of "Status of Approval Rates for Shareholder Proposals by Proposal" published by the TSE on January...

Metrical Inc

Comparability of Disclosures Between Companies Will Enhance Content of Sustainability Information

I would like to discuss the issues on the materials of the survey on the actual status of information disclosure in line with the TCFD...

Metrical Inc

Earlier Timing of Disclosure in English May Create Another Mismatch with Investor Demand

I would like to discuss the summary and the issues on the materials published by TSE on January 17 in its Survey on the Implementation Status of...

Metrical Inc