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| 新西兰作业assignment范文—日本企业管理变革 从2011到2012年间，日本的奥林巴斯公司经历了日本近十年以来的最大丑闻，一些大股东成为此次丑闻的最大焦点。在这家光学器材制造商前总裁迈克尔·伍德福德揭露事实，引起关注之后，公司只让两位外国的基金经理人来回答公众问题。 对此视而不见已经变得很困难。今年，日本资产管理公司会签订，由首相安倍晋三提出的，公司管理权利的新准则。股东会更密切地监视公司，并且在需要的时候站出来说话。 奥林巴斯丑闻产生的另一个原因，该公司中的董事会成员都是一些惟惟喏喏的人。这一点上，政府的计划也会采取措施。安倍的自由民主党很快会起草新的公司管制准则，其中有董事会要有独立董事的指示。这种准则是自愿的，但也有力（因为与规定不同之处，企业都要对其做出解释），这也是日本第一次做出规定。 THE silence of large Japanese shareholders in Olympus in 2011-12 as the firm plunged into the country’s biggest accounting scandal in decades was one of the affair’s most worrying features. It was left to two foreign fund managers to make public demands for answers after Michael Woodford, the optical-equipment maker’s former president turned whistle-blower, sounded the alarm. But turning a blind eye is about to get harder. Japanese asset managers will this year sign up to a new stewardship code introduced by the government of Shinzo Abe, the prime minister. Shareholders will be strongly encouraged to monitor firms closely, and speak up when needed. Another reason for the Olympus scandal was a board of directors packed with yes-men. Here too, the government plans to take action. Mr Abe’s Liberal Democratic Party (LDP) will soon draw up new corporate-governance rules, including guidance for firms to have independent directors on their boards. Such a code, voluntary yet forceful (since firms would have to explain any variation from it), would be Japan’s first. It would give backbone to the stewardship rules. For hundreds of Japanese firms and their shareholders, the combination of the two would be little short of revolutionary. For now, Japan’s corporate governance lags that of even some emerging economies. In 2013 nearly 600 of the 1,400 or so largest listed Japanese firms still had no outside directors, whereas South Korea, China and India all require them. Companies listed in New York must give over half their board seats to outsiders. In Japan, only a tiny handful have at least three external directors, generally the minimum required to wield real boardroom influence. Olympus had three, but their obedience to the then chairman recalled “children in a classroom”, according to Mr Woodford. The lack of supervision of Japanese top management contributes to chronic underperformance. The firms in the TOPIX 500 index had an average return on equity in 2012 of 7%, compared with over 15% for American and European companies. Past efforts at reform have been stonewalled by Keidanren, Japan’s big-business lobby. Soon after the Olympus scandal erupted, the then-ruling Democratic Party of Japan tried to change the companies law to make listed firms appoint at least one outside director, but heavy pressure from Keidanren squashed the move. The same happened when the Tokyo stock exchange tried to design a governance code. Now, though, reformers believe Keidanren’s obduracy has begun to undermine its clout with government: it is surely a promising sign that the LDP feels emboldened to take on a group that is one of its biggest traditional sources of funds. Mr Abe has made external directors a cornerstone of his economic programme, known as Abenomics. A particular spur to action is his desire for Tokyo to become Asia’s preferred financial centre. Faulty governance now undermines confidence in the market, says Jamie Allen, secretary-general of the Asian Corporate Governance Association in Hong Kong. Rising foreign ownership of companies is also forcing change, adding further momentum to the LDP’s efforts. Japan’s cosy old system of cross-shareholdings and stakes held by friendly local banks is breaking down. Foreigners now hold almost a third of shares in Japan Inc, and the proportion is rising. Both foreigners and locals are becoming more assertive, says Nicholas Benes, head of the Board Director Training Institute of Japan. Shareholder proposals and votes signalling disapproval of management or of external directors are becoming more common. The Tokyo stock exchange, too, is harnessing market forces for better governance by promoting a new JPX-Nikkei index of 400 companies, chosen for their higher returns on equity and relatively strong governance. Some of the most diehard resisters of change are giving way. Last year Fujifilm withdrew a resolution which would have renewed its takeover defences, long an irritant to foreign investors. Among Keidanren members, Canon, a camera-maker, had been the most vocal enemy of bringing outsiders onto boards. In January its chairman, Fujio Mitarai, conceded defeat by announcing a plan to appoint two external directors. A vote of disapproval from shareholders last year had left him little choice. Toyota and Nippon Steel have also brought in outsiders in the past year. Yet having a few outsiders is no panacea. Even when there are external directors on every Japanese corporate board, there is no guarantee that they will be listened to, particularly on the sensitive subject of succession at the very top. Toshiba, a conglomerate, has four outside directors, which should make the firm exemplary. Yet when its managers recently signalled a succession plan for the chairman, Atsutoshi Nishida, they casually bypassed the board. Many outside directors have little management experience in large firms, or they are not truly independent. Plenty could still go wrong with the government’s plans. Keidanren is not giving up its fight. Last month it said it would prepare its own, far weaker, governance guidelines, seeking to sideline the LDP’s initiative. Masahiko Shibayama, an LDP official leading the party’s corporate-governance drive, says Keidanren’s proposal is inadequate, because companies would merely need to explain their current practices. Mr Benes says there is still a risk that Mr Abe will give in to its lobbying, and that all may be lost. But for the first time, hopes seem to be outweighing the habitual cynicism about Japanese governance. |
