Corporate governance reforms: making Japanese corporations great again?
Understanding how Japanese Boards of Directors function helps you close deals Monday, May 28, 2018, 19:00-21:00 at CCIFJ
Stimulating Japanese companies’ growth is a key element of Prime Minister Abe’s economic growth policies. For companies to grow, management needs to be improved, Boards of Directors need to bring in diverse experiences and new ideas, and Boards need to control executive management effectively. Corporate governance is important for investors, and also for those aiming to achieve major decisions from Japanese companies. If you want to make a major sale, an M&A transaction or create a partnership with a Japanese company, you need to understand how Japanese companies take decisions at Board of Directors level.
The speaker is one of a limited number of foreigners with several years experience as Board Director and member of the Supervisory & Audit committee of a Japanese stock market listed company. His presentation will aim to give you a hands-on understanding of Japanese Board of Directors work from an insider with several years Japanese Board experience. He will illustrate this with an example, where he helped a European industrial group achieve agreement to cooperate from a large Japanese industrial group within 12 hours, by applying his Japanese Board Director experience.
He addresses C-level executives aiming to close deals with Japanese corporations, and to fund managers who have new duties to interact more closely with Japanese Boards under the new stewardship code of the FSA. He will also prepare you for coming changes to these rules.
About the speaker
Gerhard Fasol graduated with a PhD in Physics of Cambridge University, Cavendish Laboratory, and Trinity College. He founded the company Eurotechnology Japan KK in 1997 and has been working with hundreds of Japanese and foreign companies on cross-border business development and M&A projects. He first came to Japan in 1984 to help build a research cooperation with NTT. For four years he served as Board Director of the Japanese stock market listed cybersecurity group GMO Cloud KK.
He is also Guest-Professor at Kyushu University. He was tenured faculty at Cambridge University, Fellow and Director of Studies at Trinity College Cambridge, and also Guest Professor in Physics at the Ecole Normale Superieure in Paris.
Date Monday, May 28, 2018
Time From 19:00 to 21:00 (doors open at 18:30)
Venue CCI France Japon, 1F Meeting room
Admission Fee (to be paid in cash at the door or online via PayPal)
JPY 4 000 for members of the French Chamber
JPY 6 000 for non-members
Deadline for registration/cancellation Thursday, May 24, 2018, 17:00
Former President of the EFTA Court, Carl Baudenbacher
Gerhard Fasol: Professor Baudenbacher, could you explain in simple terms, what the EFTA Court and your work leading the EFTA Court for many years, means for businesses in Europe, and also businesses in Japan.
Carl Baudenbacher: The EFTA Court is the second tribunal in the European Economic Area (EEA) next to the Court of Justice of the European Union (ECJ). The EEA consists of the EU and its 28 (soon 27) Member States which form one pillar and the three EFTA States Iceland, Liechtenstein and Norway which form the other pillar. Businesses from these countries have access to the EFTA Court. That includes Japanese companies which are active in Europe. I should add that a group of leading Japanese professors from the universities of Waseda, Tokyo and Kyoto have for many years been doing research concerning the EFTA Court.
Gerhard Fasol: Can you illustrate the impact of the EFTA Court with an example? What do you consider your most important case?
Carl Baudenbacher: In Fosen-Linjen (E-16/16), we decided that a public authority which awards a public contract to the wrong bidder, may be liable for a simple breach of public procurement rules and not only for a serious breach. This judgment may have an impact on the jurisprudence of the ECJ, but also of the highest courts, say, in the U.K., Sweden, Norway, Denmark. It could also be that it influences a Japanese court.
Our most important case was probably Icesave (E-16/11) where we held that in a systemic financial crisis a State is not liable for the incapability of its banks’ deposit guarantee scheme to compensate depositors in other countries.
Gerhard Fasol: Do I understand correctly, that the EFTA Court is focused on the relationship between Governments and business. Surely the impact is bigger and beyond Government and business only?
Carl Baudenbacher: The EFTA Court decides cases involving the relationship between Governments and business, for example concerning ownership in energy companies or concerning taxation but also between businesses, for example conflicts between banks and insurance companies and consumers.
Gerhard Fasol: Professor Baudenbacher, you devoted your life to lead the development of international business law, which is at the core of the post WW2 rule based global system, which is now faced with stronger nationalism, in particular the Trump presidency.
Can you explain us what you see as your main achievements, and do you feel these achievements are now in danger in view of recent political developments?
Carl Baudenbacher: I have been a university professor in Switzerland, Germany, the US and Iceland, an author, arbitrator, corporate and political consultant, and a European judge. As a professor, I have founded the post graduate program Executive Master of International Business Law of the University of St. Gallen. This autonomous global program entertains cooperations with American and Asian universities. In Japan, Waseda is our partner. My main achievement has probably been the positioning of the EFTA Court as a voice to be heard. The establishment of international courts, such as the ECJ, the EFTA Court or the WTO Appellate Body has been called the “judicialisation” of international law. This has been beneficial for businesses. With the Trump presidency, there is the risk that the rule based global system will be replaced by archaic mechanisms such as retaliation. Free trade has already suffered and will further suffer.
Gerhard Fasol: While we do see this emergence of nationalism, important major trade agreements between the EU and Japan, between the EU and Canada and many others have been agreed. From your experience leading the EFTA Court, do you think we will see a future of several ECJ or EFTA-type courts for different regional trade groups? Or will we go back to national courts, driven by renewed nationalism?
Carl Baudenbacher: What we are seeing is in all likelihood more than a crisis of the post WW2 global trade system. The former German Foreign Minister Joschka Fischer speaks of the end of the Pax Americana. I leave the question open whether the EU has done its homework as regards its trade balance. A natural reaction to the American move would be that Europe and Asia move closer together. If global trade is in peril, regional trade agreements come to the fore. In my experience, regional courts such as the ECJ and the EFTA Court offer a lot of advantages. But the judges must be aware that they cannot interfere excessively with the sovereignty of the Member States. At the same time, going back to national courts is in my view no solution.
Gerhard Fasol: You often refer to judicial dialogue. Why do you think judicial dialogue is so defining for your work at the EFTA Court, what is its importance beyond? How do you see criticism?
Carl Baudenbacher: What I mean with judicial dialogue is the dialogue between high courts. In Europe, we see such interaction between the ECJ, the EFTA Court and the European Court of Human Rights. National Supreme Courts may also be involved. Let me give you an example. In many countries around the globe dockers have been able to impose collective agreements on ship owners that give them a priority right to load and unload ships. In 2016, the EFTA Court ruled in the landmark case Holship (E-14/15) that such a system is incompatible with competition law. The Supreme Court of Norway has followed the EFTA Court. The Norwegian unions have now brought the matter before the European Court of Human Rights. At stake is, inter alia, the right of businesses to employ non-organised dockers. Sooner or later, this question will also arise in the ECJ. Obviously it could also end up before any other high court in the world. Then it would be natural for that court to look into how other courts have resolved the problem.
Gerhard Fasol: How do you see the developments between EU, UK, EFTA and Switzerland? You are actively promoting the EFTA court, and by extension EFTA for a possible future home for the UK. Where do you see the advantages for EFTA and UK – keeping in mind that EFTA was co-founded by UK.
Carl Baudenbacher: The UK intends to leave the EU because it wants to limit integration to economic matters; it doesn’t want to be part of a political Union. EFTA which was founded under British leadership is an intergovernmental club which focuses on trade. The EFTA Court has in its case law upheld EFTA values such as free trade, open markets, efficiency, a modern image of man.
Gerhard Fasol: Finally, here in Japan many business people are concerned with Brexit – especially Japanese manufacturing and financial companies have a strong presence in the UK. How do you see Brexit – from your neutral Swiss viewpoint, and from your EFTA Court viewpoint – both outside the EU. How do you see Europe develop?
Carl Baudenbacher: The Brexit decision of June 2016 was obviously a shock for Japanese businesses which had used the UK as a gateway to the EU. I have already elaborated on this at Keidanren on 1 September 2016 and then again in September 2017 at RIETI. But the British people have spoken. In my view it would be crucial for Britain to retain access to the EU single market. This would also be important for Japanese investors. The countries which are members of the EFTA Court do have this access. If Britain would subject itself to the EFTA Court, Switzerland might do the same. We would then have two structures in Europe and consequently a certain systemic competition.
Carl Baudenbacher – Profile
Professor Dr. iur. Dr. rer. pol. h.c. Carl Baudenbacher has served as a judge on the EFTA Court in Luxembourg from September 1995 to 9 April 2018. From 2003 to 2017 he was the Court’s President. Baudenbacher was the Judge Rapporteur in many of the Court’s landmark cases.
From 1987 to 2013, Carl Baudenbacher was the Chair of Private, Commercial and Economic Law at the University of St. Gallen (Switzerland). Between 1993 and 2004, he was a permanent visiting professor at the University of Texas at Austin. In 1996 he founded the global autonomous program Executive M.B.L.-HSG of St. Gallen University which has a foot in Japan.
On 9 April 2018, Baudenbacher stepped down from the EFTA Court bench. He will open his own firm focusing on arbitration and corporate and government consulting. His special fields are EU and EEA law, Brexit and the relationship Switzerland – EU.
Monday, March 12, 2018, 12:00 – 13:30 at the Foreign Correspondents Club in Japan FCCJ
While many Japanese corporations are still admired around the world, too many have for years suffered sluggish growth and low profitability. A string of corporate scandals and failures have shocked the pubic and corroded confidence in Japanese business.
The government of Prime Minister Shinzo Abe has spearheaded reforms. A corporate governance code has been introduced to improve supervision of management and increase the number of independent outside directors. Change is happening faster than many expected and the reforms are generally regarded as successful. Yet, much still needs to be done to bring more diversity into Japanese boardrooms.
Gerhard Fasol is one of a tiny number of foreigners in the boardrooms of listed Japanese corporations. A physicist and entrepreneur, he has been in Tokyo for quarter of a century. For four years he has been Board Director, and since last year additionally a member of the Supervisory and Audit Committee of the Japanese cybersecurity group GMO Cloud KK, which is listed on the Tokyo Stock Exchange.
With years of experience of mergers and acquisitions and cross-border business development projects in Tokyo, Fasol is well placed to explain what’s happening inside Japan Inc. He will come to the FCCJ to discuss what we might expect from Japan’s corporate governance reforms.
While many Japanese corporations are greatly admired around the world, certain aspects of Japanese management style are believed to be holding back Japan’s economic growth. The media focus mainly on extreme cases and fraud, but the responsibilities of Directors go far beyond these defensive, compliance-type duties. Preventing fraud alone is not sufficient to ensure growth and long-term success; it is just the baseline!
Based on several years of direct experience as a non-Japanese Director of a Tokyo Stock Exchange-listed Japanese company, Gerhard Fasol will discuss the reforms to Japanese corporate governance made in recent years, and what, in his view, still needs to be done. He will also discuss issues of diversity and its importance for the quality of management in Japanese corporations.
About the contributors
Gerhard Fasol founded the M&A and cross-border advisory firm Eurotechnology Japan in 1997, and has worked on a large number of M&A and cross-border projects in Tokyo over the last 20 years. Since 2014 he has been a Board Director and Member of the Supervisory & Audit Committee of the Japanese cybersecurity group GMO Cloud KK, listed on the first section of the Tokyo Stock Exchange, and since April 2017 he has been a Visiting Professor at the University of Kyushu. He gained a PhD in Physics at Trinity College, Cambridge, and then became a Lecturer at Cambridge University, based at the Cavendish Laboratory, while also being a Research Fellow, Teaching Fellow and Director of Studies at Trinity College. He has worked as a research scientist at the Max Planck Institute, Stuttgart, on semiconductor and solid state physics research, as Manager of the Hitachi Research Laboratory in Cambridge, and as an Associate Professor in Electrical Engineering at Tokyo University.
Sir Stephen Gomersall
Sir Stephen Gomersall studied at Cambridge and Stanford University, and joined the Foreign and Commonwealth Office in 1970. He served in Japan as Political Officer (1972-1977), Economic Counsellor (1986-1990), and Ambassador (1999-2004), and also in the United States as Political Officer in Washington and as Deputy Permanent Representative to the United Nations in New York. From 2004 he became Chief Executive for Europe in Hitachi, and was the first non-Japanese to serve on the company’s main Board from 2011-2014. He is currently a Director of Hitachi Europe and Hitachi’s main UK subsidiaries investing in railway manufacturing and nuclear power development. He was knighted by the British Government in 2000, and in 2015 received the Grand Cordon of the Order of the Rising Sun from Japan for services to UK-Japan economic relations.
More on the topic of corporate governance reforms in Japan
The wealth and welfare of everyone living in Japan is based on the success of Japanese companies, how well companies are managed, and how managers are encouraged, supported and controlled.
Therefore corporate governance reforms are an important part of the “Abenomics” economic reform program. Many think that the corporate governance reforms of recent years have been the most successful part of Abenomics, and the former Chairman of the Tokyo Stock Exchange even said that these reforms happened much faster than he had thought.
Corporate governance mainly refers to the responsibilities of Board Directors who take part in the major decision making of every company, who supervise and support the executive management including the CEO/President of the company, and this make essential contributions to the success of companies.
Another aspect of corporate governance is the “stewardship code”, which refers to the influence of investors on company’s executive management.
Understanding decision making and the control of management, the way Japanese companies reach decisions and how this decision making is supervised, is essential knowledge for everyone who works to persuade Japanese corporations to take desired decisions, e.g. to achieve sales, partnerships, investments, or even Mergers and Acquisitions (M&A), who invests in Japanese corporations. Employees should also understand how the companies they work for are run.
This talk will explain the major components and fundamentals of corporate governance and its reforms in Japan based on several years of practical hands-on experience on the Board of Directors and on the Supervisory & Audit Committee of a stock market listed Japanese corporation.
Speaker: Gerhard Fasol
Gerhard Fasol graduated with a PhD in Physics from Cambridge University and Trinity College. He worked as research scientist at the Max-Planck-Institute Stuttgart on semiconductor and solid state physics research. He was tenured Faculty in Physics at the Cavendish Laboratory of the University of Cambridge, and he was Research Fellow, then Teaching Fellow and Director of Studies in Natural Sciences at Trinity College Cambridge. He was Manager of the Hitachi Research Laboratory in Cambridge, Associate Professor in Electrical Engineering at Tokyo University, and is founder of the advisory firm Eurotechnology Japan. He is Board Director of GMO Cloud KK, and since April 2017 he is Visiting Professor at the University of Kyushu.
Copyright (c) 2017 by Eurotechnology Japan. All Rights Reserved.
EU-Japan Free Trade Agreement and Economic Partnership Agreement nearing conclusion, maybe this summer.
EU and Japan started to prepare for Free Trade Agreement (FTA) and the political framework Economic Partnership Agreement (EPA) at the 20th EU-Japan Summit in May 2011, three years after Japan and USA had jointed the Trans-Pacific Partnership (TPP) negotiations.
For several years, TPP was catching headlines, Prime Minister Shinzo Abe saw TPP as a core component of his Abenomics program to restarted Japan’s economy from 20 years of stagnation. The EU-Japan FTA and EPA negotiations always seemed to be in the shadow of TPP.
In the meantime, President Trump has decided to withdraw from TPP, and the UK seems to be on the way to BREXIT.
The EU-Japan FTA and EPA negotiations have moved to the center of attention, and seem to near conclusion.
Trade in goods is only one of 14 different working groups – a modern FTA is very complex
Trade in goods (including Market Access, General Rules and Trade Remedies)
Non-Tariff Measures and Technical Barriers to Trade
Other issues (General and Regulatory Cooperation, Business Environment, Animal Welfare)
Trade and Sustainable Development
General, Institutional and Final Provisions and Transparency
Don’t be blinded: Free Trade Agreements reduce business costs and risks and create access – but they don’t guarantee business success
the Free Trade Agreement will open new sectors previously closed to any foreign company in Japan, e.g. railways procurement, and reduce many barriers, however, top-class leadership, deep Japan knowledge at all levels of management, sufficient investments, and products or services with a large competitive advantage remain crucial to success in Japan.
Free Trade Agreements reduce business costs and risks, but do not eliminate them.
Japan’s economy grows five quarters in a row, and Japan Post books losses of YEN 400.33 billion (US$ 3.6 billion) for an acquisition in Australia
Japan GDP growth, growth of 2%/year. Still, Japan’s economy is the same size as in 2000, while countries like France, Germany, UK today are double the size as in the year 2000
Japan GDP growth: We have seen 5 quarters of economic growth in Japan, for the January-March 2017 quarter the consensus is that the Japanese Government is likely to announce economic growth corresponding to an annual growth rate of around 2%/year (update: Japan’s Government announced an annual growth rate of 2.2%/year).
Generally the business mood in Japan is optimistic now, personal consumption and industrial orders are growing. We see investments in preparation for the 2020 Olympics. Venture start-ups and venture investments are growing, while still at a low level, we see venture businesses developing not only in Tokyo, but also in regional centers around Japan.
One mid-term risk to Japan GDP growth is the potential implementation of the postponed consumption tax rate increase.
The big picture however is, Japan’s economy today is approximately the same size as 17 years ago in 2000. During the same 17 years most major economies, e.g. France, Germany, UK have doubled in size. France, Germany, UK’s economies today are about twice the size as in 2000, while Japan’s economy today is about the same size as in 2000. Quarterly GDP figures just measure the short term fluctuations of this long term behavior.
Rico Hizon: so what would Japan have to do to restart long term growth?
Gerhard Fasol’s answer
Japan would have to do three things to restart economic growth long term:
Population: Implement policies to make it easier for families to have children, shift spending from the aged to children, improve eduction, shorter work hours, build children’s day care centers, gender equality
Implement Prime Minister Abe’s “third arrow”, the reforms. Deregulation not just in a few “special zones” but nation wide.
Improve corporate governance to improve company’s growth, globalization and management.
Japan Post trips up on globalization: books YEN 400.33 (US$ 3.6 billion) losses due to an acquisition in Australia – with a Toshiba connection
Japan Post announced a loss of YEN 400.33 (US$ 3.6 billion), and a resulting net loss of YEN 28.98 billion (US$ 260 million) for the fiscal year ending March 31, 2017.
Japan Post Holdings was launched on the Tokyo Stock Exchange with the IPO on Nov 4, 2015.
Investors expect major growth of Japan Post Holdings into a global business, such as Deutsche Post has with privatization and later the acquisition and merger with the global logistics group DH about 20 years ago.
Around the time of the IPO Japan Post announced the acquisition of the Australian logistics group Toll for about YEN 620 billion (US$ 5.5 billion), while Toll’s market cap previous to the acquisition was about YEN 410 billion (US$ 3.7 billion).
Japan Post’s recent write-down at Toll is about equal its pre-acquisition market cap, or about 65% of the acquisition prize.
The deep problem of Japan Post’s steep write-downs at the Australian acquisition Toll, is that this casts doubts on Japan Post’s developments into a global business.
The Toshiba connection: Japan Post’s former CEO, Taizo Nishimuro (西室 泰三), previously served as CEO and Chairman of Toshiba
CEO of Japan Post at the time of the questionable Toll acquisition was no other than Mr Taizo Nishimuro (西室 泰三), former CEO and Chairman of Toshiba, now honorary advisor of Toshiba, who spent all his career at Toshiba, working at Toshiba since 1961. Toshiba is currently in severe difficulties caused primarily by Toshiba’s acquisitions of US nuclear construction firms, however Toshiba’s fundamental problems go back much much longer.
Japan Post Holding 
Japan Post Holdings was founded on 23 January 2006, following the path to privatization initiated by Prime Minister Koizumi of Japan’s national Post Office.
Japan Post Holdings is listed on the Tokyo Stock Exchange (No. 6178), IPO was on 4 November 2015, and has five divisions:
Bill Emmott is an independent writer and consultant on international affairs, board director, and from 1993 until 2006 was editor of The Economist. http://www.billemmott.com
Gerhard Fasol is physicist, board director, entrepreneur, M&A advisor in Tokyo. http://fasol.com/
A conversation about Japan’s future
I came first to Japan in 1983 as Economist Tokyo Bureau Chief, staying until 1986. Then in 1988 I came back on sabbatical leave and wrote “The sun also sets: why Japan will not be number one”, which against my expectation when it was published in 1989 found big resonance in Japan. The stock market was plunging, and mine was the most immediately available explanation. Ever since, journalists have constantly asked me what the sun is doing now! It also meant that even when I became editor in chief of The Economist in 1993 I spent much more time focused on Japan than I had expected, visiting as often as I could to keep track of the post-bubble developments, and wrote a book that appeared only in Japanese translation called “Kanrio no Taizai”, or the bureaucrats’ deadly sins. But later, with Prime Minister Koizumi consolidating reforms, and the banking system at last getting cleared up, I sent myself back in 2005 to research and wrote a much more optimistic special supplement for The Economist which became a book, “The sun also rises”.
Throughout the 35 years since I first came to Japan, I have both been fascinated and struck by the fact that although this is in so many ways an inward-looking self-contained nation, foreign observers are listened to and even have a chance of having a positive impact.
One element that had featured consistently in my writings ever since the 1980s had been observations and expectations for a growing role for women in employment and power. This seemed logical given that, at least before the bubble burst, Japan was heading for a labour shortage, but also the Equal Employment Law of 1986 had led to more females being recruited by major organisations. Japan’s excellent education surely meant that the underused half (= women) of the adult population would soon be used more productively.
Of course, this has developed a lot more slowly than I expected or hoped, partly for cultural reasons but also because Japan has not in fact had a labour shortage, until now.
I wanted to meet you, Gerhard tonight because we both are fascinated by the role Japanese women have in making Japan such a fascinating country, and how the many really strong Japanese women could have key roles in bringing growth and dynamic change back to Japan.
Could Japanese women have bigger roles for the development of Japan?
What is holding women back in Japan?
Who are the role models?
I am making interviews with high-achieving Japanese women to try to find answers, and plan to compile them into a book later this year. What would you say, Gerhard? And anyway, how did you end up here?
My path to Japan is quite different than yours, Bill. I came to Japan first in 1984 as Fellow of Trinity College Cambridge, and scientist at the Max-Planck-Institute in Stuttgart, part of a project to build a research cooperation with NTT’s R&D labs. I saw that Japan was very important in technology and weakly linked to the outside – and still is today, I think. So in 1984 I decided to make Japan my second professional focus in addition to physics and electronics. Like you – the deeper I get into Japan, the more I learn about Japan, the greater my fascination, and my motivation to contribute.
Now I am working on many different projects, working on international technology M&A projects, and I am also one of a microscopic number of foreigners on the Board of Directors of a stock market listed Japanese corporation – reforming Japanese corporate governance hands-on.
Could Japanese women have bigger roles for the development of Japan?
I think that the equal participation of women in leadership is directly linked to the population issue, ie the number of children born.
while in Sweden 44% of Members of Parliament are women,
37% in Germany and
26% in France –
the world average is 23% women in Parliaments.
In Japan the ratio of women in Parliament has increased from 1% in 1990 to 10% in 2016, so there is progress. If we extrapolate, and if the trend continues, then it might take another 30 years or so until Japan reaches world average in terms of women bringing women’s views into Parliament, and taking part in making the laws. And it might take Japan 100 years to reach Scandinavian standards of women’s participation in making the laws of the land – unless there is some acceleration in Japan.
Japan’s most powerful Ministry, the Ministry of Finance, did not hire any women into career positions for a period of about 10 years!
At the 2015 New Year event of Kyoto Bank, Keidanren Chairman Mr Sadayuki Sakakibara showed that Japan’s spending on aged people is dramatically higher than spending on children, and that this ratio is increasing with time, Japan spends more and more on aged people and less and less on children. There are two ways to look at this situation:
one way is to say: we have an aging society, therefore its only natural to spend more on
the aged, and less for children
the opposite way to look at the same situation is to say: we are spending less and less for children, no wonder we have fewer and fewer children. If we did more for young people, maybe people will have more children….
Actually most Japanese women I talk to want 2-3 children, but many cannot for financial reasons.
By nature, women give birth to children, not men, so more women in decision making positions including Government and Parliament will bring children’s issues into decision making.
As an example, child birth costs in Japan are not covered by health insurance, while they are everywhere in Europe. There are many other open and hidden costs of having children in Japan compared to Europe.
The most important factor are mindsets. The key to give more power to women in Japan is to change mindsets, to change the way of thinking.
As an example, the Prefecture of Kanagawa in 2015 created the “woman act” committee, under the slogan “women, step by step, take more responsibility”, however this committee both in 2015 and also in 2016 consisted of 11 men – not one single woman leader: http://www.pref.kanagawa.jp/osirase/0050/womanact/
Why not create a committee of 11 women leaders to lead efforts on gender equality in Kanagawa Prefecture? Why not promote women to leadership positions in Kanagawa Prefecture?
Another factor holding women back are the very long working hours common in Japan. As an example, at a recent EU-Japan gender equality conference, the Danish polician Astrid Krag, who was Minister for Health and Prevention at the age of 29 – 32 years, and who has two children, explaned that in the Parliament of Denmark the decision was taken not to take any vote after 4pm, so that Members of Parliament can be back home by 5pm, collect children from daycare centers in time etc. So in the Parliament of Denmark it is guaranteed that Members of Parliament can leave at 4pm. In today’s Japan such action is unthinkable, age 29 – with young children – would be unbelievably young for a Government Minister in Japan. https://en.wikipedia.org/wiki/Astrid_Krag
Late-night or overnight sessions at work, including Parliament, makes life incredibly difficult in Japan for parents with young children, doubtlessly contributing to the small number of women in top positions in Japan.
Who are the role models?
Despite these difficulties, there is a substantial number of very strong women in Japan, who have worked their way up into leadership positions.
Examples are the Mayor of Yokohama, Ms Fumiko Hayashi, who succeeded in a very distinguished business career, and the Governor of Tokyo, Ms Yuriko Koike, who won the election on her own as an independent candidate, because she did not receive the backing of her party.
That is great, as I have now interviewed Koike-san and plan to interview Hayashi-san during my next visit. Personally, as well as admiring women who have made it to the top in the tough political world I also admire and am interested in women succeeding as entrepreneurs and as executives in entrepreneurial companies. By starting and building their own companies, women can really create new realities, showing that new organisational cultures are possible in a Japanese context. Do you agree?
The tantalizing issue is that the key is to change mindsets, and thats at the same time superficially easy, but at the same time incredibly hard. Thus outstanding strong Japanese women – and there are many of them – have a choice either to work their way up to the top in Japan, start their own company in Japan, or on the other hand to move to Europe, elsewhere in Asia, or to the USA – I know several strong Japanese women, including several Japanese medical doctors, who have moved to Europe or USA. They might of course come back to Japan at a later stage bringing global views and experiences to leadership positions in Japan in the future. I am very optimistic for the future of Japan – sometimes I wish things were moving faster.
I agree entirely. I see Japanese women as both victims of the slow speed of change and as solutions to it. They really could make the Japan of 2030 look quite different, in all sorts of ways. It will be fascinating to watch.
Bill Emmott and Gerhard Fasol met at the restaurant MusMus in Tokyo
Copyright (c) 2017 by Bill Emmott and Gerhard Fasol. All Rights Reserved.
Toshiba’s market cap today is YEN 1024 billion = US$ 9.6 billion.
Toshiba is expected today to announce write-off provisions on the order of US$ 6 billion.
Toshiba owes about US$ 5 billion to main banks as follows:
Mizuho YEN 183.4 billion
SMBC YEN 176.8 billion
Sumitomo Mitsui Trust Holdings YEN 131.0 billion
BTMU YEN 111.2 billion
Total YEN 602.4 billion = US$ 5.3 billion
Toshiba is on notice for delisting by the Tokyo and Nagoya Stock Exchanges, and faces the risk of being delisted by March 15, 2017, i.e. in about 4 weeks from now.
Toshiba is trying to raise capital e.g. by seeking investment in the IC/flash memory division, however, Toshiba seeks to keep control, so Toshiba is trying to raise a minority share, or non-voting shares or similar, in order not to lose control.
How did Toshiba get into a situation to potentially need to write off US$ 6 billion?
Toshiba acquired 87% of the US nuclear equipment manufacturer Westinghouse.
In 2015 Toshiba acquired the construction company SHAW’s assets from the Chicago Bridge & Iron Company CB&I for US$ 229 million plus assumed liabilities. CB&I had acquired SHAW for US$ 3.3 billion in July 2012, and SHAW has on the order of US$ 2 billion annual sales.
Why did Toshiba acquire a company for US$229 million, which has US$ 2 billion annual sales, and which was in 2012 acquired for US$ 3.3 billion? Which factors reduced the value of this company from US$ 3.3 billion to US$ 229 million within the 3 years from 2012 to 2015?
Presumably because there are large liabilities arising from nuclear construction, which Toshiba now seems to have to assume.
What is likely to happen now with Toshiba? Is Toshiba too big to fail?
Difficult to say what will happen. Toshiba is a huge corporate group with about 200,000 employees and many factories in many countries, so clearly Toshiba is not going to disappear without trace.
The immediate risk is that Tokyo Stock Exchange carries out its warning, and delists Toshiba, which will further increase Toshiba’s ability to raise capital. In the case of a delisting, private equity, and/or government might invest and restructure, and Toshiba might be split up. For example, Toshiba’s nuclear Westinghouse division is totally separate from its very successful flash memory division, there is not much business logic in having both under one holding company.
Impact on UK
Toshiba acquired 60% of UK based NuGeneration with the view to build nuclear power stations in the UK. This project requires Toshiba to contribute to the funding of the nuclear project, for which Toshiba would probably need a financially healthy partner.
What is the big picture? How did Toshiba get into this crisis?
Toshiba’s crisis has been building up for 20 years, and is in my view a consequence of corporate governance issues over a long time.
Essentially, Toshiba should have been reformed 20 years ago from the top down.
Japan’s 8 electronics giants have had essentially no growth and no profits for 20 years. This tragedy has been obvious for many years now, and was a big contributing factor for Japan’s government to reform Japan’s corporate governance laws and regulations, see:
Toshiba’s Board of Directors was exchanged in September 2015, and now includes several very capable and experienced Japanese independent Board Directors, but unlike Hitachi, even today neither Toshiba’s Board of Directors, nor Toshiba’s Executive Board include one single foreigner.
One might think that a huge global group like Toshiba with complex businesses around the globe might benefit from a variety of view points and experiences from different countries at Supervisory Board and Executive Board level – not all just from one single country. Japanese corporations including Hitachi, SoftBank, Nissan and a small number of others are now recognizing the benefits of diversity of experience and viewpoints at Supervisory Board and Executive Board level.
We can only hope that Toshiba’s executives and Board Directors have the experience and ability to solve the extremely complex issues deep inside the bowels of the US nuclear construction industry – far away on the other side of the world.
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Abstract: Changing the way Japanese corporations are managed
The Executive Management Board and the Supervisory Board are normally independent and composed of different people – except in Japan. In Japan traditionally Executive Management Board and the Supervisory Board are one and the same, ie the Executives of traditional Japanese companies supervise themselves – no surprise that the CEO seldom fires himself!
It is obvious that such self-supervision has big disadvantages, and may be one of the major reasons for Japan’s weak economic growth, and several recent corporate scandals. Companies in basically all other countries are managed by an Executive Management Board, which is supervised by a Supervisory Board, which approves or vetoes all major decisions of the company, and evaluates the performance of the Executive Manager, including the Chief Executive/CEO, and if necessary fires executives including the CEO, and selects and approves the new CEO.
To remedy this problem with the governance of Japanese corporations, Japan’s Government, the Tokyo Stock Exchange, and the Financial Services Agency have been changing the rules to improve the supervision of Japanese companies.
Dr. Gerhard Fasol is one of a microscopic number of foreigners who is an independent Director on the Management and Supervisory Board, and also a Member of the Audit Board of a stock market listed Japanese corporation, and he will talk from several years of first-hand experience of how Japanese companies are supervised, which changes are on the way, and which further improvements are necessary to improve the management and supervision of Japanese corporations.
Date: Thursday October 6th, 2016, 18:30
Place: Alfred Nobel Auditorium, Embassy of Sweden, 10-3-400 Roppongi 1-chome, Minato-ku, Tokyo 106-0032
SoftBank’s start in telecoms via the acquisition of Tokyo Metallic, SoftBank’s acquisition of Vodafone Japan in combination with having developed YAHOO-Japan into the leading internet service company in Japan, were among the most important stepping stones for SoftBank to become a key global player in mobile communications.
Masayoshi Son: unreciprocated love for ARM for 10 years
In the Nikkei interview of 3 September 2016, Masayoshi Son explains that he had an “one-sided / unreciprocated love for ARM” for at least 10 years, but decided to acquire SPRINT first. After acquiring SPRINT he had to pay down debt before being able to acquire ARM now.
ARM was founded on 27 November 1990 as Advanced RISC Machines, however the abbreviation ARM was first used in 1983 and initially meant “Acorn RISC Machines”.
Acorn Computers Ltd was founded in 1978 in Cambridge (UK) by Hermann Hauser and Chris Curry to produce computers, and its most famous product was the BBC Micro Computer.
ARM has built an ecosystem of IC design systems and platforms which are at the core of low energy consumption ICs and CPUs for smartphones and many other electronic devices and cars. ARM may become or already is one of the core technology companies for the Internet of Things (IoT).
SoftBank’s ARM Business Department’s name changed to “New Business Department”
(Summary of Professor Kiyoko Kato’s keynote written by Gerhard Fasol)
Kiyoko Kato, Professor
Department of Gynecology and Obstetrics
Graduate School of Medical Sciences
Japanese Obstetrics and Gynecology: improving medical care requires gender equality – higher numbers and higher retention of women medical doctors
18% of medical doctors in Japan in 2008 are female, 82% are male. Back in 1976 only about 10% of medical doctors were female
Medical school: in 1976 about 13% of medical students were women, this ratio increased up to about 35% peaking around the year 2000, and subsequently decreases slowly to around 32% in 2008.
Thus the ratio of women medical doctors are slowly increasing in Japan.
About 90% medical doctors enter employment after graduation, remain employed at that level until about 35 years after graduation, when employment ratios slowly decrease due to retirement.
For women medical doctors, the employment ratio curve is M-shaped, with a minimum at about 76% employment approximately 11 years after graduation, at an age around 36 years, after this minimum many women medical doctors enter employment again, reaching similar employment ratio’s as men about 35 years after graduation.
62% of women medical doctors leaving their employment do this because of pregnancy, child birth or child care (80% in case of women younger than 45 years age).
Obstetrics and gynecology medical doctors older than 40 years are predominantly men, while doctors younger than 40 years are predominantly women
For medical doctors aged 40 years and over, obstetrics and gynecology specialists are predominantly men: women obstetricians and gynecology make up less than 10% of doctors at higher ages.
This ratio is reversed for obstetricians and gynecologists younger than 40 years of age: women outnumber male doctors, below 30 years age, women doctors outnumber men nearly by a factor of 2.
There is a clear trend: older medical doctors in the obstetrics and gynecology field are predominantly male, while below the age of 40 years, women dominate by an increasing ratio.
Kyushu University Hospital: Professor Kiyoko Kato is the one and only woman Full Professor of Medicine
Kyushu University has 135 female doctors, and 81.5% are on part-time contracts, only 18.5% have full time employment.
Ratio of women at different levels of the career pyramid:
Part-time intern doctors: 36.3% are women
Part-time doctors: 30.1% are women
Full-time doctors: 8.6% are women
Assistant Professors: 22 women vs 187 men (11.8% are women)
Lecturers: 1 single woman vs 48 men (2%)
Associate Professors: 1 single woman vs 31 men (3%)
Full Professors: 1 single woman vs 24 men = Professor Kiyoko Kato (4%)
Only one single woman has achieved promotion into each of the higher ranks of Lecturer, Associate Professor and Full Professor, indicating that any women at all in these higher academic medical Professor ranks are rare exceptions rather than the rule (no mention here of still higher ranks, such as Hospital Directors, Deans, Heads of Department, or University President).
Professor Kiyoko Kato then explained her own career, where she spent time studying in the USA, gave birth to her first child in the USA, and then to her second child after returning to Japan. She had to cope with several challenges, e.g where one of the hospitals she worked was shut down. Finally Professor Kiyoko Kato was appointed Full Professor at Kyushu University Medical School.
Professor Kiyoko Kato proposes that three issues need to be solved:
improve the work environment during pregnancy and child bearing
re-integration assistance: re-education and support after leave of absence
remove obstacles to career improvements
Improve the work environment during pregnancy and child bearing: the “Kyushu University Perinatal period cradle net project” 「周産期ゆりかごネットプロジェクト」
As the websites show, the “Kyushu University Perinatal period cradle net project” is carefully designed, structured and provides a depth of support for women medical doctors to give birth and pursue their career. Women doctors are given part-time positions in the out patient department after returning from leaves of absence.
So far seven women doctors have taken advantage of this program, and several have been assisted to return to full or part-time employment, two are still absent because of a second pregnancy. Part-time work in the outpatient department assisted them to return back to full time employment. Experiencing the hospital as a patient during birth also provided valuable experience.
Re-integration assistance: re-education and support after leave of absence. The Kyushu University Kirameki Project.
To support re-integration after absence, Kyushu University created the “Kirameki Project” (Kirameki = glitter, shine). The Kirameki Projekt is described on the website here: https://www.kyudai-kirameki.com/
2007-2009 the Kirameki Project helped female medical workers, female doctors, dentists and nurses to re-integrate after leave of absence.
From 2010 the program (“Kyushu University Hospital Kirameki Project”) was expanded to support continuation of the career for doctors, dental doctors, nurses for both men and women, because of delivery, child care, or disease / medical leave.
The aims of the project are to promote women doctors, dentists, and nurses who would have to resign their positions due to family reasons including marriage, children, husband’s job transfer etc, and to help them pursue their career after marriage.
Activities of the Kirameki Project are:
survey the problems of women doctors, dentists and nurses after marriage
recruit qualified but “hibernating” female medical personnel
promote “high spirits”, encourage
on the job training in the out-patient department
Structured programs of the Kirameki Project:
Administrative: refresher program
Reestablishment: getting back to work program
Suspension/leave: web based education
Medical specialist: continuing specialist medical education
Marriage, child-care: continuing education
Residents, newcomer nurses: basic training
Students: gender equality education
Remove obstacles to career improvements
Assist women researchers after child birth and during child rearing: support attending international conferences, support system for hiring research assistants and technicians for research support.
Construct a support system:
Return support after child-care leave: day nursery, team medical care including emergency mutual help system, flexible working time, e.g. 9-5 work day
Improvement of career: system of supporting female researchers during child bearing and child rearing, grants for female researchers to support technicians
Professor Kiyoko Kato’s wishes and expectations for female doctors
(Summary of Dame Carol Black’s keynote written by Gerhard Fasol)
Dame Carol Black DBE FRCP FMedSci
Principal of Newnham College, Cambridge University.
Dame Carol Black has held top positions in medicine and now holds high-level policy advisory positions on health and work in the United Kingdom.
Women in healthcare – Women in the British National Health Service
The gender imbalance in the National Health Service is reflected by the facts that 77% of the total workforce is female, while only 7% of female staff are doctors or dentists, ie only 5.4% of total workforce are female doctors or dentists.
41% of Chief Executives are women.
81% of non-medical staff are women.
Alison Wolf and the XX Factor
Alison Margaret Wolf, Baroness Wolf of Dulwich CBE, is a British economist, and the Sir Roy Griffiths Professor of Public Sector Management at King’s College London, see:
In her book “The XX Factor: How Working Women Are Creating A New Society” (Profile Books 2013), Alison Wolf writes that women are split into two groups: one group sacrificing family for rapid professional advancements, while the other group of women opts for having children at a young age, and remain in low level positions. As a result, inequality is growing faster among women than among men, and low status and low paid jobs are predominantly done by women:
97% of secretaries are female
92% of registered nurses are female
89% of nursing, psychiatric and home health aides are female
90% of maids and housekeeping cleaners are female
The fundamentals: what are the essential characteristics of “good employment”?
Good work: is stable and safe, allows individual control, is flexible, gives opportunities, promotes wellbeing, reintegrates sick or disabled people if possible.
Good workplaces: have visible senior leadership and well trained managers, enable staff engagement, empower employees to care for their own health
Good news for medicine, less good news for academic medicine
Generally we have achieved a good situation regarding gender equality in medicine. We have achieved meritocracy, and their are no reports providing evidence for systematic barriers against women’s professional advancement. Both intake and retention for women in medicine is high, and the pay scales are the same.
A study (Royal College of Physicians (RCP) Working Party 2009), investigated the female share of Consultants (= established Senior Medical Professionals in the UK), and showed the ratio of women is highest (38% – 49%) in “more plan-able” and “more people oriented” specializations such as general practice or paediatrics, while women’s share is lowest (8% – 23%) in “more technology oriented” and “more unpredictable” specializations such as anaesthetics or surgical specializations.
There is far less progress in academic medicine, and cultural stereotypes and bias remain, see:
Women’s advance into top leadership positions suffers from “cultural” prejudices, e.g. prejudices that women too kind, too caring, not logical or strong enough, or otherwise unsuited to lead.
Prominent leadership roles for women, Prominent medical leadership
Prominent leadership roles need investment in the “extras”, leads leadership dimension in each speciality, and requires career single-mindedness.
Prominent medical leadership requires investment of time “over and above” the ordinary duties, requires professional “stewardship contributions”.
The top 200 leadership positions will naturally go to those who pursue their career goals with a high degree of single-mindedness.
Women choosing the route towards prominent leadership roles need encouragement and support, they need:
Role models: Prominent women leaders in UK medicine
Una O’Brien, Permanent Secretary, Department of Health
Professor Dame Sally Davies, Chief Medical Officer
Dame Julie Moore, CEO, University Hospitals Birmingham, NHS FT
Claire Murdoch, CEO, Central and NW London NHS Foundation Trust
Professor Jane Dacre, PRC Physicans
Clare Marx CBE, PRC Surgeons
Dr Suzy Lishman, PRC Pathologists
Dr Maureen Baker, Chair, RC General Practitioners
Need to debunk leadership myths
Its important not to fall into the traps of common leadership myths, e.g. that leadership is inborn, that leadership is that of a lone genius, that they must inspire others to follow their vision, the leadership requires formal authority, or that all leaders have common personality features.
We need to avoid similar leadership myths in medicine, e.g. that men naturally make better leaders.
Dame Carol Black: From a shoe-making village in decline to Government Advisor
Dame Carol Black is born in the shoe-making village of Barwell, Leicestershire, went to Grammar School in Market Bosworth, were she became Head Girl, despite her working class background.
Dame Carol Black studied first History, then Medical Social Work and finally Medicine at the University of Bristol, specialized in Rheumatology research, focusing on Scleroderma. Later advanced to Medical Director, Royal Free Hospital, President of the Royal College of Physicians, Chairman of the Academy of Medical Royal Colleges, Chair of the Nuffield Trust on Health Policy, then advising Government as National Director for Health and Work, and now Principal of Newnham College, Cambridge.
A major step was Dame Carol Black’s advancement to Medical Director of the Royal Free Hospital, since this meant not just responsibility for an institution or a group or a department, but also responsibility for the health of a population.
Leading the Royal College of Physicians
The Royal College of Physicians was founded by Royal Charter by Henry VIII on 23 September 1518 with the aim to promote the highest standards in medicine.
The skills required were: understanding a wide landscape, consensual leadership, standing ground when necessary, negotiating with Whitehall (= British Government) and building trust.
Chairing all the Medical Royal Colleges – The Academy, 2006-2009
Dame Carol Black from 2006-2009 chaired this group of 21 independent organizations. As Chair, Dame Carol Black had no executive powers, needed to lead by persuasion and with consensus.
Dame Carol Black shared several of her experiences advising Government and highest ranking Government officials and Ministers.
Key was to become valuable in the eyes of Government officials by giving independent advice based on scientific evidence, in combination with remaining totally unpolitical.
Dame Carol Black became a champion for the “cause” of health and work, and kept totally out of politics, never revealing any political views or opinion, and wrote three major reports.
The Confidence Code – forget perfection…Striving for perfection can waste women’s time, and hold back the best from reaching the top
This UK House of Commons report finds some common traits which hold women back from reaching top leadership positions, including that women may perceive promotions as undesirable, wait until they meet all perceived criteria for promotion while men often take higher risks and may behave more speculatively, and women may think that “political” skills are required to reach the top.
Finally, to reach top leadership positions, we need:
Gerhard Fasol CEO, Eurotechnology Japan KK, Board Director, GMO Cloud KK. former faculty Cambridge University, and Trinity College, and Tokyo University
CEO, Eurotechnology Japan KK,
Board Director, GMO Cloud KK.
former faculty Cambridge University, and Trinity College, and Tokyo University
Ludwig Boltzmann Forum on Women’s development and leadership: objectives
There are two immediate objectives for the Ludwig Boltzmann Forum on Women’s Development and Leadership:
empower women leaders with global leverage
lets change mind sets
I am building the Ludwig Boltzmann Forum as global leadership platform honoring my great-grandfather, and the Ludwig Boltzmann Forum on Women’s Development and Leadership is part if this initiative:
drive innovation based on science and technology
“there is no other forum for open discussions among leaders in Japan other than the Ludwig Boltzmann Forum” (said one of Japan’s top technology leaders, former Board Director of Japan’s largest Telecommunications Operator, former President of a large University, and former President of one of Japan’s most important technology organizations)
and as an additional bonus we will create new cooperations and new initiatives.
Ludwig Boltzmann Forum on Women’s development and leadership – my actions so far
Several confidential preparations with Japanese Ministry officials and foreign Embassies in Japan.
One key conclusion from preparations: top priority and most difficult is to change mindsets in Japan regarding empowering women and gender issues
Next step is today’s (16 May 2016) “Ludwig Boltzmann Forum on Women’s development and leadership”.
How to change mindsets? Expand the solution space and add new dimensions!
The basic issues, empowering women and men to combine child care and professional development, work towards greater equality and improving decision making by implementing diversity of decision makers are similar all over the world, especially in Europe and Japan.
Learning solutions from each other, expands the dimensionality of the solution space.
When we are looking for solutions to solve difficult problems, our search for solutions is limited by our experience, knowledge and imagination. Our search for solutions is in space of limited dimensionality. In many cases solutions exist outside the space we are considering.
Therefore to reach better solutions, its necessary to expand this solution space. Looking how other countries solve similar problems is one straight forward way to expand the dimensionality of the solution space, and that is where the Ludwig Boltzmann Forum aims to contribute.
As an example, many people in Japan do not know that most European countries have a Family Ministry (家族省), which represents Families at the Cabinet level. In fact, most Japanese people I have been discussing this issue with are perplexed by the possibility of a Family Ministry (家族省), and usually in response ask, what the tasks of a Family Ministry would be.
If your country does not have a Family Ministry, if you have never heard about a Family Ministry, its difficult to come up with the proposal to create a Family Ministry, and its difficult to imagine what a Family Ministry should do.
At the same time, in today’s internet age, its in theory only a click away to have a look at a Family Ministry: here is the webpage of Austria’s Family Ministry: Das Österreichische “Bundesministerium für Familien und Jugend” (The Austrian Federal Ministry for families and youth, オーストリア連邦家族・青年省)
And here is the current Austrian Minister for Family and Youth, Dr. Sophie Karmasin. 49 years old, with two children, Dr Sophie Karmasin has achieved a Doctorate in Psychology on “consumer behavior in the health market”, from 1993 to 2013, for 13 years she has pursued a very successful career in industry, most recently as Managing Director/CEO of a major market research company, before becoming party independent Minister of Family and Youth. She is not affiliated with any political party, but independent politician since 2013.
Expanding the solution space: wouldn’t it be better to have at least one woman on a committee promoting women’s empowerment?
Why did today’s Ludwig Boltzmann Forum on Women’s development and leadership happen? Because of Trinity College Cambridge
At a recent event of Trinity College Cambridge in Hong Kong, I met with Dame Carol Black, and our meeting led to today’s Forum.
Trinity College was founded By King Henry VIII in 1546 by combining the two older colleges King’s Hall and Michael House and seven Hostels. Sir Isaac Newton worked at Trinity College and about 32 Nobel Prize winners are or were members of Trinity College. Trinity College is part of the University of Cambridge
Ludwig Boltzmann and women’s development and leadership
1872 Ludwig Boltzmann met Henriette von Aigentler (my great-grandmother), who was refused permission to unofficially audit lectures at Graz University, where Ludwig Boltzmann later became University President. Ludwig Boltzmann advised her to appeal, in 1874 Henriette passed the exam as high-school teacher, and on 17 July 1876, Ludwig Boltzmann and Henriette von Aigentler married.
One of Ludwig Boltzmann’s students is Lise Meitner (November 1878 – 27 October 1968). She was only the second woman to be awarded a PhD in Physics from the University of Vienna. Later she was part of the team that discovered nuclear fission, Otto Hahn was awarded the Nobel Prize for this work. Element No. 109, Meitnerium, is named after Lise Meitner.
Ludwig Boltzmann Forum on Women’s development and leadership – outlook and next steps
Lets build the Ludwig Boltzmann Forum on women’s development and leadership together
Lets empower women leaders
Lets change mind sets
Lets build the Ludwig Boltzmann Forum into a global leadership platform based on science and logic
lets expand the solution space for important problems, and work towards implementing these solutions
Ludwig Boltzmann Forum on Women’s development and leadership: Notes
Shuji Nakamura’s invention to save energy corresponding to about 60 nuclear power stations by 2020
2nd and 3rd Generation Solid State Lighting
For Shuji Nakamura’s invention of high-efficiency GaN double-heterostructure LEDs he was awarded the Nobel Prize in Physics 2014, while his employer sued him in the USA for leaking intellectual property – Shuji Nakamura won this court case, and his employer lost the case. To defend himself and his family, Shuji Nakamura countersued in Japan, and the Japanese court awarded Shuji a substantial award in a settlement. Shuji shared some insights into the comparison of IP lawsuits in US vs Japan with us at the 8th Ludwig Boltzmann Forum.
Shuji moved to the University of California Santa Barbara, and is now building the company Soraa in Silicon Valley with investments from major US VC funds. Soraa may already be or is likely to be soon much bigger in value than Shuji’s previous Japanese employer. Soraa develops 2nd and 3rd Generation Solid State Lighting products.
Energy savings corresponding to 60 nuclear power stations by 2020
The global lighting revolution triggered by Shuji Nakamura’s inventions leads to energy savings corresponding to 60 nuclear power stations by 2020 – 60 nuclear power stations less will need to be built than without Shuji Nakamura’s inventions.
2nd Generation and 3rd Generation Solid State Lighting
With his venture company Soraa, Shuji is now working on 2nd Generation Solid State Lighting (GaN on GaN substrates) and 3rd Generation Solid State Lighting (laser lighting, which allows much higher light density), and which is already in use for car headlights.
Why squeeze Nobel Prize winner Shuji Nakamura into a top-down narrative?
Shuji Nakamura asks why he is being squeezed retrospectively into a top-down innovation narrative.
The truth is that most real innovation is bottom-up and disruptive, not government planned and top-down.
At the 8th Ludwig Boltzmann Forum we had intense discussions between Her Imperial Highness, Princess Takamado, Professor Makoto Suematsu, Nobel Prize Winner Shuji Nakamura, Professor Nomura, JST-President Michinari Hamaguchi, and several other Japanese technology and R&D leaders.
Makoto Suematsu, Founding President of Japan’s new Agency for Medical Research and Development AMED: The situation in Japan is so crazy, but now I will stay in Japan because I have a mission
Medical research in Japan: Fast-tracking medical research and development in Japan
In April 2015 Japan created the new “Japan Agency for Medical Research and Development, AMED” inspired by the US NIH (National Institutes of Health), “to promote integrated research and development in the field of medicine”.
Professor Makoto Suematsu was selected as the founding President of AMED, to build up this new Japanese national medical research agency.
Professor Makoto Suematsu is not only an outstanding medical professional and researcher, but he is also extremely outspoken about the many changes necessary to “fast-track” medical research in Japan, and particularly to overcome the fragmentation, “the Balkanization” of medical research in Japan, due to several different competing and overlapping supervising Government ministries and agencies in the past.
Professor Makoto Suematsu also explained the priorities he is setting to set out with relatively modest resources.
At the 8th Ludwig Boltzmann Forum we had intense discussions between Her Imperial Highness, Princess Takamado, Professor Makoto Suematsu, Nobel Prize Winner Shuji Nakamura, Professor Nomura, JST-President Michinari Hamaguchi, and several other Japanese technology and R&D leaders.
Shuji Nakamura’s invention of high efficiency LEDs enable us to reduce global energy consumption by an amount corresponding to 60 nuclear power stations by 2020, for which he was awarded the 2014 Nobel Prize in Physics.
Still, a poster child for bottom-up innovation, Shuji Nakamura was sued by his employer, left for the USA, and is now building a company in Silicon Valley which might soon become bigger than his former Japanese employer.
Why does Shuji Nakamura’s bottom-up innovation not fit into top-down innovation narratives?
Why does Shuji Nakamura’s bottom-up innovation not fit into top-down innovation narratives? Would Japan be a better and faster growing place with a better balance between bottom-up and top-down innovation? Does top-down innovation work at all?
Shuji Nakamura came specially from the USA to address many of Japan’s science and technology R&D leaders at the 8th Ludwig Boltzmann Forum, and explain why it makes no sense to try squeezing his bottom-up inventions into a top-down narrative and why its better to overcome established top-down narratives.
The 8th Ludwig Boltzmann Forum brought together Nobel Prize Winner Shuji Nakamura, the leaders of Japan’s two major research and technology R&D funding organizations, Professor Nomura, who is working to overcome gender inequality for Japan’s (too few) medical doctors, and several of Japan’s technology leaders to discuss how to accelerate innovation in Japan.
Her Imperial Highness, Princess Takamado honored us by taking a very active part, and asking thoughtful questions to Nobel Winner Shuji Nakamura and other speakers.
In summary, I said that its not just about SHARP’s current predicament, but its about corporate governance reform in Japan, about reinventing Japan’s electronics sector, and that its more likely at this stage that Japan’s Innovation Network Corporation (INCJ) will take control SHARP, since INCJ is not just concerned with SHARP but with the bigger picture of restructuring Japan’s electronics sector.
INCJ has concepts for combining SHARP’s display division with Japan Display, and has plans for SHARP’s electronics components divisions, and for the white goods division, and other divisions.
SHARP governance: How and why did SHARP get into this very difficult situation?
Essentially SHARP assumed that the world market for TVs and PC displays will continue to demand larger and larger and more expensive display sizes, and thus took bank loans to build a very large liquid crystal display factory in Sakai-shi, south of Osaka.
In addition, SHARP, has a huge portfolio of many different products ranging from office copying machines and printers and scanners, mobile phones, high-tech toilets, liquid crystal displays, solar panels, and hundreds of other products. SHARP keeps adding new product ranges constantly expanding its portfolio of businesses, and rarely sells loss making divisions.
Effective and strong independent, outside Directors on the Board might have asked questions during the decision making leading to the building of the Sakai factory. They might have asked for a Plan B, in case the global display market takes a turn away from larger and larger and more expensive displays, or if the competition heats up and prices start decreasing, they might have asked about SHARP’s competitive strengths, they might have also questioned the wisdom to finance an expensive factory via short-term bank loans as opposed to issuing shares to spread the risks to investors.
Its not just outside Directors, shareholders could have also asked such questions.
SHARP has about YEN 678 billion (US$ 5.6 billion) debt, most is short-term debt, and in a few weeks, in March 2016, SHARP needs to repay about YEN 510 billion (US$ 4.2 billion), and needs to find this amount outside.
SHARP is a Japanese electronics company, founded in 1912 by Tokuji Hayakawa in Tokyo as a metal workshop making belt buckles “Tokubijo”, and today one of the major suppliers of liquid crystal displays for Apple’s iPhones, iPads and Macs.
SHARP today has about 44,000 employees, many factories across the globe, sales peaked around YEN 3000 billion (US$ 30 billion) in 2008, and show a steady downward trend since 2008.
Revenues (profits) peaked in 2008, and have fallen into the red since.
What future for SHARP? Focus vs portfolio company
SHARP (or rather, its creditors, the two “main banks” Mizuho and Mitsubishi-Tokyo-Bank, and others controlling the fate of today’s SHARP) needs to decide whether it focuses on a group of core products, in which case it needs to be No. 1 or No. 2 globally for these products. Successful examples are Japan’s electronic component companies.
Or on the other hand, SHARP could be a portfolio company, in which case this portfolio must be actively managed.
What future for Japan’s US$ 600 billion electronics sector?
These 8 electronics conglomerates are portfolio companies, and they need to manage these portfolios actively, such as General Electric (GE) or the German chemical industry are doing. Germany’s large chemical and pharmaceutical industries started active and drastic product portfolio management in the 1990s, and are continuing constant and active portfolio optimization via acquisitions, spin-outs, and other M&A actions, and so is GE.
Why “let zombie companies die” is beside the point
Concerning SHARP some media wrote headlines along the lines of “let zombie companies die”. Thats easy to write, however, SHARP is a group with 44,000 employees, many factories, about US$ 30 billion in sales annually.
“Let this zombie die” is not an option, SHARP has 100s of products, and divisions, and the best solution for each of these divisions is different. And that is exactly what the Innovation Network Corporation of Japan seems to be considering in its plans for SHARP.
I think the way forward is not “to let zombies die”, but to develop private equity in Japan
I think the move of Atsushi Saito, one of the key drivers of Japan’s corporate governance reforms, from CEO of Tokyo Stock Exchange/ Japan Exchange Group, to Chairman of the private equity group KKR is a tremendously important one in this context.
Will there be native Japanese private equity groups with sufficient know-how and ability to take responsibility of restructuring Japan’s electronics sector? Thats maybe the key question.
Why its not really about nationalism
Some media bring a nationalist angle into SHARP’s issues. However, Nissan was rescued by French Renault, UK’s Vodafone acquired Japan Telecom, and there are many other examples, where foreign companies acquire Japanese technology companies.
I don’t think nationalism is an issue here. The key issues is to create and implement valid business models for Japan’s huge existing electronics sector, and more importantly, create a basis for the growth valid new companies – not just reviving old ones.
Japan electronics industries – mono zukuri. Preview this report:
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Governments best help economic growth by reducing friction, and by getting out of the way of entrepreneurs building, turning-round, and refocusing companies.
Some required action is counter to intuition: for example, in many cases reducing tax rates increases Government’s tax income, a fact known for many years. Effective education and research are key to create, understand and apply such non-obvious knowledge.
Companies need efficient leadership, leadership needs feedback, wise and diverse oversight by Boards of Directors, who ring alarm bells long before a company hits the rocks, or fades into irrelevance. Corporate governance reform may be the most important component of “Abenomics”. Read a Board Director’s view on Japan’s corporate governance reforms:
Japan’s electrical conglomerates are some of the poster children motivating Japan’s corporate governance reforms. In an interview about Toshiba’s future on BBC-TV a few days ago, I explained that Japan’s electrical conglomerates showed no growth and no profits for about 20 years, and the refocusing Toshiba has announced now should have been done much much earlier, 10-20 years ago (“Speed is like fresh food“). Refocusing Japan’s established corporate giants will release resources for start-ups, spin-outs and growth companies.
Japan can be very good at restructuring and turn-rounds, e.g. see
Corporate governance reforms in Japan are one component of “Abenomics” to bring back economic growth to Japan.
Corporate governance reforms in Japan are driven at least in part by the spectacular stagnation of Japan’s top 8 electronics conglomerates, which 25 years ago dominated world electronics, but largely failed to adapt to the changes driven by much more agile Silicon Valley or South Korea based competitors. The right type of Board Directors, could potentially have rung the alarm bells much earlier, and woken up executive management under their supervision.
A welcome factor is that corporate governance reform costs Japan’s heavily indebted Government almost no money – unlike public works programs, and similar traditional ways of stimulating the economy.
The speed with which Corporate Governance Reforms in Japan are being implemented surprised even one of their main promoters, emeritus Group CEO of the Japan Exchange Group, Atsushi Saito, as expressed in his recent talk.
In March 2014 the shareholders appointed me as independent Board Director of the Japanese cybersecurity company GMO Cloud KK, which is listed on the First Section of the Tokyo Stock Exchange. Our main business are internet security solutions, cybersecurity, digital identity management solutions, and cloud hosting and related services and solutions.
Japan’s Stewardship Code, issued by Japan’s Financial Services Agency (FSA) on February 26, 2014, “Principles for Responsible Institutional Investors ≪Japan's Stewardship Code≫- To promote sustainable growth of companies through investment and dialogue”
Japan’s Corporate Governance Code, which was issued by the Tokyo Stock Exchange on June 1, 2015, defines Corporate Governance as “a structure for transparent, fair, timely and decisive decision-making by companies, with due attention to the needs and perspectives of shareholders and also customers, employees and local communities”.
The subtitle of Japan's Corporate Governance Code is its mission statement: “Seeking sustainable corporate growth and increased corporate value over the mid- to long-term”.
The Kay Review analyzes UK’s capital markets in depth, and argues that its companies’ duty to be successful in the long-term, and its only the success of companies that brings wealth to all stake holders and people who invest in companies, in many cases pensioners. Over the years a fine grained system of specialized service providers has developed between companies on one side, and individual investors on the other side. Professor Kay argues that this system of intermediaries (fund managers, analysts etc) can be seen as “overhead” and needs to be as efficient as possible.
Overall the capital market system needs to be built on long term trust and stewardship, not on anonymous one-time monetary transactions.
Why end the requirement of quarterly financial reports? Because short term focus on quarterly financial performance may cloud the view on long-term success and investment. Intense discussions between fund managers and management are strongly encouraged.
Will the end of quarterly financial reporting reach Japan?
Why Japan’s focus on corporate governance?
GNP as a measure of economic size has many flaws – however many signals, not just GNP, indicate that Japan is the only major economy that does not grow.
While there are many excellent Japanese corporations, overall it is no secret that Japan’s economy has the potential to do much much better.
There is much hope that outside directors supervising executive management will bring outside expertise, and improve the performance of company-insider executive management, and if necessary also insist on replacements.
The cheapest part of “Abenomics” – corporate governance reform comes at essentially zero cost to tax payers
Many measures of Premier Minister Abe’s “Abenomics” stimulation programs pump borrowed Government Bonds (JGB) money into the economy, thus cost money and ultimately increase Japanese very large Government debt.
By comparison, corporate governance reforms cost essentially zero cash and don’t further increase government debt.
Theory and practice
Non-diversity: about 0.6% of Japanese Board Directors of listed companies are non-Japanese
As of 17 December 2015 Japan has 3504 listed companies on the exchanges operated by the Japan Exchange Group:
TOKYO PRO Market: 14 (including 0 foreign company)
Total: 3504 (including 9 foreign companies)
In addition there are three regional exchanges:
Fukuoka Stock Exchange
Nagoya Stock Exchange
Sapporo Stock Exchange
Assuming there are about 10 Board Directors per company, there are about 35,000 Board Directors of listed companies in Japan. Of these approximately 200 are foreigners, ie. about 0.6% of Directors of listed Japanese companies are foreign (I am one of these).
Maybe 10-20 of Japan’s public companies are “Englishized” such as Rakuten or SoftBank, or hire simultaneous interpreters at Board Level (you’ll see Directors with headphones listening to the interpreted/translated version of what is being said – of course slowing and filtering understanding and communication)
All other approx. 3490 Japanese Stock Exchange listed companies are run 100% in Japanese language at all levels including Board level – and almost exclusively by Japanese men.
In a rapidly globalizing world, these companies desperately need global input from many nationalities, different backgrounds, and genders at Board level in Japanese language, but the number of people providing this depth of diversity, having the qualifications and being able to function at Board level in Japanese in addition to several other languages is severely limited – this is one of several factors limiting Japan’s growth after having caught up with developed countries in the 1980ies.
What are the main issues?
Diversity delivers better decisions and better results
Japan has many outstanding leaders, such as SoftBank’s founder Masayoshi Son, or Kyocera’s founder Kazuo Inamori, who also founded part of today’s KDDI, and who turned around Japan Airlines from bankruptcy in his 80s.
Some Japanese Executives are outstanding leaders, however, many are not, but function more like chief administrators – as in any other country.
Outstanding leaders don’t fear working with excellent people and will attract top leaders. However, chief administrator type executives will fear for their power and will assemble teams who fear to speak out, as can be observed in many recent corporate scandals in Japan, and many other major countries. Corporate scandals and corporate governance failures may happen anywhere, not just in Japan.
Diversity at top management levels and Board levels has many benefits, as has been proven in many studies. Diversity delivers better decisions and better results. Boards of Directors are one way to bring diversity to decision making.
Many major Japanese corporations show no growth and no income for the last 20 years.
A showcase example are Japan’s top-8 electronics conglomerates. Combined they are as large as the economy of the Netherlands, but contrary to The Netherlands, they have shown no growth for the last 17-20 years, as well as losing money on average over all these years. Of course, as a consequence the market capitalization = value of these top-8 electronics companies has decreased dramatically. While Japan’s top-8 electronics companies dominated 60% or more percent of the global electronics industry in the 1980, they have fallen steep. Clearly a dramatic example of failed corporate governance, and surely a big push for Prime Minister Abe to put so much priority on improving Japan’s corporate governance, together of course with the need to improve employment, and returns for pension funds to fund Japan’s aging population.
Three forms of corporate organization: splitting supervision and execution
Traditionally, executives supervised themselves at Board level
Traditional Japanese corporation have a Board of Directors composed of corporate executives, i.e. the executives supervise themselves without external supervision or input. Supervision is done by the Kansayaku Board (corporate auditor’s Board) which however has limited powers on corporate decision making.
Japan’s corporate government reforms now give Japanese companies options to split execution (executives, 執行役員) and supervision (Board Directors, 取締役).
Japanese corporations now can chose between three forms of organization
company with Kansayaku Board
company with Supervisory Board
company with three committees:
According to the new Corporate Governance Code, the Board (independent which of the three options is selected) has the following three duties:
setting the directions of corporate strategy
encourage and support appropriate risk taking by senior management
supervise Directors and executive management, including senior executives (執行役員)
Connecting the dots: the link between accounting issues and the space shuttle Challenger disaster
Space shuttle Challenger’s top management was insisting to keep the planned launch date fearing public relations issues, while the workers and engineers on the ground, “genba”, knew that they were not ready. But top management at space shuttle Challenger did not listen to “genba”.
My advice to Japanese corporations: embrace and learn to love diversity!
Embrace and learn to love diversity! Diversity delivers better results overall. We all learn from each other.
My advice to foreign investment funds seeking more influence on Japanese companies
Shouting at the CEO or Boards of Japanese companies will not help – many foreign activist investors have already proven this fact many times. Insisting on your superior knowledge will not make you many friends – as anywhere else.
You need to develop trust and relationships. You need to start by learning Japanese, understanding Japan, and earn trust and contribute with achievements, or partner with people who have: KKR hired Japan Exchange Group emeritus CEO Atsushi Saito.
There are no increasing numbers of examples, where outstanding Japanese corporations careful listen to outside advice from investors, and thus become even more outstanding: SONY and robotics maker FANUC come to mind.
My advice to foreign companies operating in Japan
Your subsidiary in Japan is a Japanese corporations and needs corporate governance. There have been a long list of corporate governance failures leading to huge problems and losses at foreign subsidiaries in Japan, in the financial sector, the elevator sector, the pharmaceutical sector and several others.
Make good use of the Board of Directors of your Japanese subsidiary corporation.