Author and lawyer Shin Ushijima outlines the contents of his primer on how Japan can survive, subtitled "Corporate governance is sure to save our country."
Join us in reading this book, The Only Way to Survive for Japan, subtitled "Corporate governance is sure to save our country." Although this book mainly focuses on corporate governance, it broadly covers governance as a whole. Peppered with real-life examples of successes and failures, the book is also a primer on the rules and cautions of corporate governance in Japan.
Below, the date of publication is listed next to the chapter names. As each section of a chapter is published, it will be hyperlinked to the Table of Contents for ease of access.
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The Only Way to Survive for Japan
Preface ｜The Only Way to Survive for Japan
Contents:
- A Careful Selection
- What Happened to Japan?
- The Last Generation Before the War
- Growing Up After the Great War in Showa
- 'Mongrelized Culture' After the War
- Changing Education
- Enter the Bubble Economy
- The Lost Decades
- My Anonymous Column
- Origin of This Book
- How We Lost 30 Years
- A Young Sailor on the 'Yamato'
- The Way of Sacrifice
- The Great War in Showa
The Only Way to Survive for Japan: Table of Contents
Chapter 1: Governance for Corporations
Dates: September 27-October 18
Chapter 1.1: Governance of Corporations
Contents:
- Outside Directors or Audit & Supervisory Board Members
- Clarify the Position of Executive Officer
- Concerns About a Trend to Employ Outside Directors Just to Make Up the Number
- Establish the Ideal Corporate Governance System
Chapter 1.2 Governance of Corporations: The Age of Outside Directors
Contents:
- Evaluation of the Performance of the Board
- Protection of Whistleblowers and Outside Directors
- Entering the Age of Outside Directors
- The Change of Top Executives and Outside Directors
- Stock-based Compensation for Officers
Chapter 1.3 Governance of Corporations: What Are Outside Directors For?
Contents:
- Necessity of Reconsidering the Consultant System
- The CGS Guidelines
- Creation of Workable Auditing
- Provision of Information to Outside Directors
- What are the Duties of an Outside Director?
Chapter 1.4 Governance of Corporations: Avoiding the Scandals
Contents:
- The Financing Scandals of Suruga Bank Ltd
- Objectivity and Transparency of the Board’s Succession Planning
- Nissan’s Governance
- He Said, She Said…
- Regulation of the Process to Re-determine the Compensation Paid to Directors
- 'Quantity' and 'Quality' of Outside Directors
Chapter 1.5 Governance of Corporations: 'Plowing the Field and Forgetting the Seeds'
Contents:
- Listing of a Parent Company and its Subsidiary and Independent Outside Directors
- The Resignation of Mr Saikawa and Outside Directors
- Promoting the Practicality of Outside Directors
- Not Formality but Practicality is All That Matters
Chapter 1.6 Governance of Corporations: Presidents and Stakeholders
Contents:
- The Selection of the President by Outside Directors
- A Startup and Outside Directors
- Who Chooses the Successor to the Top Executive?
- A Quota System for Leaders
Chapter 1.7 Governance of Corporations: Progress at a Tortoise's Pace
Contents:
- Is 'The Lost Three Decades' Lurching Toward the Lost Five Decades?
- Outside Directors and the Media
- Managerial Accountability of Outside Directors
- The Tortoise’s Pace
Chapter 2: Governance for Workers
Dates: October 22-November 8
Chapter 2.1 Governance for Workers
Contents:
- Letters of Resignation: A NHK Study
- Why Pay Directors
- The Scourge of Shoplifting and Repercussions Caused of Disclosure
- Intervention in Business Affairs: A Case Study in Whisky
Chapter 2.2 Season of Corporate Governance
Contents:
- Season of Corporate Governance
- Improvement of Working Conditions for Non-Regular Employees
- How About Promoting the Early Bird Shift?
- Extradition May Happen Because of Accusations of a Cartel
Chapter 2.3 Finding Good Governance in Owner-Management Conflicts
Contents:
- Tension Between Renault Group and the French government
- Conflicts with the Founding Family
- Higher Compensation for Directors and Corporate Governance
- The Impact of Mr Trump
Chapter 2.4 Corporate Governance and Incorporated Foundations
Contents:
- Problems Involving Incorporated Foundations
- Governance of Overseas Subsidiaries
- A Certification Regime for Corporate Whistleblowing Systems
- Outside Directors and the MBO Guidelines
- Illegal Sales of Postal Insurance by Japan Post Insurance Co, Ltd, and Its Governance
Chapter 2.5 Corporate Governance in the Corona Pandemic
Contents:
- The Coronavirus Pandemic and Diversity
- Regarding Indemnification for Director Compensation of Kansai Electric Power Co, Inc
- The Coronavirus Pandemic and Employment
Chapter 2.6 Corporate Reform and Autocratic Leaders
Contents:
- Vulnerability of Old Leaders
- Reforming Corporate Culture
- Governance Reform of Kansai Electric
- Corporate Governance and Workers’ Perspectives
Chapter 3: Governing Corporations to Attract Investors
Dates: November 12-December 10
Chapter 3.1 Governance to Attract Investors
Contents:
- The Significance of Relisting
- Requirements for GPIF
- Reasonable Pressure on Corporations
Chapter 3.2 Should There Be Preferential Treatment for Long-term Investors?
Contents:
- Dialogue Over Mid- and Long-term Investments
- Interests of Shareholders Over Family Feuds
- The Future of Anti-takeover Devices
Chapter 3.3 Will Corporations Embrace New Types of Shares?
Date: November 18
Contents:
- Will Class Shares Be Established in Japan?
- Looming Crises of Hostile Takeovers
- Turmoil of Cookpad Inc and ISS
Chapter 3.4 How to Treat Corporate Short, Medium and Long-term Investments
Date: November 20
Contents:
- Emergence of Short-selling Funds
- Preferential Treatment for Long-term Shareholders
- Delisting
Chapter 3.5 Activists, Outside Directors and Institutional Investors
Date: November 22
Contents:
- Exercise of Voting Rights by Institutional Investors
- Dialogue Between a Company and Its Shareholders
- A Step Forward Toward the Age of ESG
- 'Dialogue' Over Cross-shareholding
Chapter 3.6 Corporations Plunge Into the Age of Activists
Date: November 26
Contents:
- Activists In the Family
- Corporate Value and Activists
- Increasing Importance of Activists
- Itochu's TOB Acquisition of Descente Ltd
Chapter 3.7 Trending on Corporate Boards: Foreign and Outside Directors
Date: November 29
Contents:
- Ramifications of Revising the Foreign Exchange and Foreign Trade Act
- Acquisition of 100% Ownership of a Listed Subsidiary
- Takeover Defense and Independent Outside Directors
Chapter 3.8 Into the Age of Stakeholder Capitalism
Date: December 3
Contents:
- The COVID-19 Crisis and Activists
- Delisting and Governance
- Majority Shareholders and Hostile Takeovers
Chapter 3.9 Corporate Case Studies, Increasing Value
Date: December 6
Contents:
- Acquisition of 100% Ownership of NTT Docomo, Inc
- Playing Down Shareholders and Scandals
- The Prime Market and Cross-shareholding
Chapter 3.10 Governance and Dialogue in Unlisted Companies
Date: December 10
Contents:
- Governance in Unlisted Companies
- Shareholders' Proposals and Dialogue with Shareholders
CHAPTER 4 Corporate and National Governance
Dates: December 13-24
Chapter 4.1 Trailblazing Governance: Problems and Successes at Toshiba
Date: December 13
Contents:
- Toshiba's Governance and Our Country's Governance
- Authority of Third-Party Committees
- Toshiba and Institutional Investors
Chapter 4.2 Corporate Lessons: Know Your Businesses
Date: December 17
Contents:
- Overseas M&A: Who's to Blame if it Fails
- Training for Outside Directors
- Kobe Steel, Ltd Failed to Learn from 'Toshiba'
Chapter 4.3 Activists' Role in Bringing Value
Date: December 20
Contents:
- Activists in the Future
- Toshiba, the Ministry of Economy, Trade and Industry, and the Media
Chapter 4.4 Corporate Governance and Choosing the Right Outside Directors
Date: December 24
Contents:
- My Opinion of the Toshiba Scandal
- Outside Directors and the Prevention of Scandals
The Only Way to Survive for Japan: Conclusion
Date: Dec 27
Follow the book from Chapter 1, as it is published.
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Author: Shin Ushijima
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