Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

On Friday 11 June, the TSE published its final revisions to the Corporate Governance Code which had been undergoing review by the Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code and subsequently comment for the past many months. The new Code went into effect as of 11 June. The first revision to the Guidelines for Investor and Company Engagement were published as well. The new version of Japan's Corporate Governance Code is <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l07.pdf" target="_blank" rel="noopener">here</a> with the tracked change version <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l0c.pdf" target="_blank" rel="noopener">here</a>. This is the second revision of the Code (the first revision was in 2018).The revisions to the JFSA Guidelines for Investor and Company Engagement are <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l3e.pdf" target="_blank" rel="noopener">here</a>. Tracked changes are <a href="https://www.jpx.co.jp/english/news/1020/b5b4pj0000046kxj-att/b5b4pj0000046l50.pdf" target="_blank" rel="noopener">here</a>.The major changes to the Code recommend enhancements to Board independence, diversity, Sustainability and ESG, and also recommend improvements to investor accessibility and voting and a small change to listed parent-listed subsidiary relationships which unfortunately will not do much to counter abuse by companies of listed sub minority shareholders. Below is more discussion of the changes and what they mean.But I remind investors, these changes are almost all box-ticking exercises. They will not improve governance for shareholders except at the margins. Companies which "get" good governance are still rare. And those which don't get it seem to abuse shareholders on a regular basis. And for that, investors still need more cowbell.

On Friday 11 June, the TSE published its final revisions to the Corporate Governance Code which had been undergoing review by the Council of Experts Concerning the Follow-up of Japan’s Stewardship Code and Japan’s Corporate Governance Code and subsequently comment for the past many months. The new Code went into effect as of 11 June. The first revision to the Guidelines for Investor and Company Engagement were published as well. The new version of Japan's Corporate Governance Code is here with the tracked change version here. This is the second revision of the Code (the first revision was in 2018).The revisions to the JFSA Guidelines for Investor and Company Engagement are here. Tracked changes are here.The major changes to the Code recommend enhancements to Board independence, diversity, Sustainability and ESG, and also recommend improvements to investor accessibility and voting and a small change to listed parent-listed subsidiary relationships which unfortunately will not do much to counter abuse by companies of listed sub minority shareholders. Below is more discussion of the changes and what they mean.But I remind investors, these changes are almost all box-ticking exercises. They will not improve governance for shareholders except at the margins. Companies which "get" good governance are still rare. And those which don't get it seem to abuse shareholders on a regular basis. And for that, investors still need more cowbell.

TSE Prime: Japan's Corporate Governance Code Finalized So Boxes Will Be Furiously Ticked

Event-Driven

<a href="https://www.smartkarma.com/entities/zozo-inc" target="_blank" data-smartkarma-citation="entities:18379:1" rel="noopener">ZOZO Inc (3092 JP)</a> today announced a JPY 32bn buyback. And it announced a JPY 25bn placement. The reasoning is that the company wants to have a place in the TSE Prime market and without a higher float, the company won't meet the 35% tradable shares criteria it is supposed to have in June. While this will not get them there by end of June, companies with a "plan" to get there will be granted provisional inclusion if they meet the other criteria, and this construct has a decent chance of getting them there.The explanation by the company is a little odd though. Investors should understand the details. Big picture they don't mean much, but the convoluted nature of the situation suggests

ZOZO Inc (3092 JP) today announced a JPY 32bn buyback. And it announced a JPY 25bn placement. The reasoning is that the company wants to have a place in the TSE Prime market and without a higher float, the company won't meet the 35% tradable shares criteria it is supposed to have in June. While this will not get them there by end of June, companies with a "plan" to get there will be granted provisional inclusion if they meet the other criteria, and this construct has a decent chance of getting them there.The explanation by the company is a little odd though. Investors should understand the details. Big picture they don't mean much, but the convoluted nature of the situation suggests 

Oh No ZoZo! An Overly Complicated Buyback+Issuance To Stay Prime

Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Equity Bottom-Up

Rakuten is playing catch up with Amazon in logistics and this is the primary driver behind its new collaboration with Japan Post.
The two companies will set up a new joint business in July to cover the country in new, efficient fulfilment centres. 
As a result, Rakuten will be able to save substantially on capital investment in its own logistics network, particularly the most expensive part of that: the last mile network Rakuten Express, which will now be cancelled in favour of partner services centred on Japan Post.
This will allow Rakuten to focus logistics investment on full coverage at the national level.
Rakuten is growing faster than Z Holding's in e-commerce, including in 1Q2021 and looks set to continue to do so, with the new logistics platform a key part of this, ensuring consumers receive the kind of fulfilment speed and consistency normally only associated with Amazon Japan.

Rakuten is playing catch up with Amazon in logistics and this is the primary driver behind its new collaboration with Japan Post.
The two companies will set up a new joint business in July to cover the country in new, efficient fulfilment centres. 
As a result, Rakuten will be able to save substantially on capital investment in its own logistics network, particularly the most expensive part of that: the last mile network Rakuten Express, which will now be cancelled in favour of partner services centred on Japan Post.
This will allow Rakuten to focus logistics investment on full coverage at the national level.
Rakuten is growing faster than Z Holding's in e-commerce, including in 1Q2021 and looks set to continue to do so, with the new logistics platform a key part of this, ensuring consumers receive the kind of fulfilment speed and consistency normally only associated with Amazon Japan.

Rakuten Ramps up Logistics to Increase Lead in E-Commerce

<a href="https://www.smartkarma.com/entities/kddi-corp" target="_blank" data-smartkarma-citation="entities:639:1" rel="noopener">KDDI Corp (9433 JP)</a> announced in-line results, decent forecasts, yet another dividend hike (20 consecutive years of dividend hikes), and in something of a surprise, a big buyback. Smartkarma's resident expert Japan telecoms analyst <a href="https://www.smartkarma.com/profiles/kirk-boodry" target="_blank" data-smartkarma-citation="accounts:1920" rel="noopener">Kirk Boodry</a> discussed the results and the breakdown of KDDI's results in <a href="https://www.smartkarma.com/insights/kddi-q4-20-results-slightly-better-guidance-and-solid-shareholder-returns" target="_blank" data-smartkarma-citation="insights:51467" rel="noopener">KDDI Q4 20 Results: Slightly Better Guidance and Solid Shareholder Returns</a> Friday night. The very sharp move in the share price Friday appears to have anticipated the slight "surprise" to earnings and the forecast. I personally note that the strength in KDDI earnings in the corporate segment will face increasing competition as NTT gets its act together. More below.

KDDI Corp (9433 JP) announced in-line results, decent forecasts, yet another dividend hike (20 consecutive years of dividend hikes), and in something of a surprise, a big buyback. Smartkarma's resident expert Japan telecoms analyst Kirk Boodry discussed the results and the breakdown of KDDI's results in KDDI Q4 20 Results: Slightly Better Guidance and Solid Shareholder Returns Friday night. The very sharp move in the share price Friday appears to have anticipated the slight "surprise" to earnings and the forecast. I personally note that the strength in KDDI earnings in the corporate segment will face increasing competition as NTT gets its act together. More below.

Telco/Internet specialist

Kirk Boodry

Redex Research

Rakuten posted Q1 results ahead of Redex forecasts flattered by ¥30bn in one-time investment gains but otherwise in-line. We see two clear takeaways from the quarter: 1) eCommerce GMV growth moderated after a punchy Q4 outpaced Z Holdings for a second consecutive quarter; and 2) mobile operating losses have accelerated as the company ramps up investment in infrastructure and customer acquisition. Strategically, Rakuten made great progress in the quarter with new equity and debt funding and approval from Apple to sell the iPhone. That makes us more optimistic on hopes for mobile but operating losses come first and we think the company is fairly valued in the near-term.

Rakuten posted Q1 results ahead of Redex forecasts flattered by ¥30bn in one-time investment gains but otherwise in-line. We see two clear takeaways from the quarter: 1) eCommerce GMV growth moderated after a punchy Q4 outpaced Z Holdings for a second consecutive quarter; and 2) mobile operating losses have accelerated as the company ramps up investment in infrastructure and customer acquisition. Strategically, Rakuten made great progress in the quarter with new equity and debt funding and approval from Apple to sell the iPhone. That makes us more optimistic on hopes for mobile but operating losses come first and we think the company is fairly valued in the near-term.

Rakuten Group: Q1 21 Results - Profit Beat on One-Time Gains/Mobile Investment Accelerates

Japan

LY Corporation operates as an internet search engine "Yahoo! JAPAN". The Company provides electronic commerce and settlement finance services for small medium enterprises and individuals. LY also operates media business including search linked advertising and display advertising services.

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LY (4689 JP)

TSE Prime: Japan's Corporate Governance Code Finalized So Boxes Will Be Furiously Ticked

The TSE on Friday announced the revisions to the Governance Code. This codifies the "governance thresholds" required to join TSE Prime next year....

Travis Lundy

Oh No ZoZo! An Overly Complicated Buyback+Issuance To Stay Prime

Zozo's Buyback and Equity Commitment Line is minimally EPS accretive but creates a flow overhang. I expect the ToSTNeT-3 to go differently than the...

Travis Lundy

Rakuten Ramps up Logistics to Increase Lead in E-Commerce

Rakuten's lead in e-commerce is strengthening against Z Holdings and its deal with Japan Post will ensure it is far, far ahead on fulfilment...

Michael Causton

KDDI Results and Yet Another Buyback

KDDI announced in-line earnings, better forecast, and a big buyback, in line with previous years. The company should be buying about 7% of ADV and...

Travis Lundy

Rakuten Group: Q1 21 Results - Profit Beat on One-Time Gains/Mobile Investment Accelerates

Rakuten Q1 results were in line with expectations outside one-time gains that flattered profitability. Operationally, eCommerce looks good and...

Kirk Boodry

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