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Japan Lifts Veil on Exec Pay and Shareholder Votes

Global Glimpses | February 24, 2010

Companies with a listing in Japan will have to disclose more information about their corporate governance practices and how much they pay directors under plans released by the country’s Financial Services Agency (FSA).

The new disclosures are aimed at giving investors more of the information they need to hold companies to account. Currently, Japanese companies are allowed to withhold information that is taken for granted in the United States.

Companies will have to reveal the names of any directors earning more than Y100 million ($1 million) and give a breakdown showing salary, bonus, stock options, and pension payments. The same applies to “statutory auditors,” who are the Japanese equivalent of non-executive or supervisory directors.

Companies will also have to disclose the roles of their independent directors, whether they have any financial or accounting expertise, and the details of their relationship with the company’s internal audit function.

The FSA also wants to make companies report more about the outcome of resolutions put to their annual shareholder meetings. Currently, Japanese companies only have to report if a resolution was passed or not. In the future, they will have to reveal the number of votes cast for or against and the number of votes withheld.

More detailed voting disclosures, “will give a clearer picture of the decisions made by shareholders, which will entail a better functioning of the market pressure over the management,” the FSA said.

The proposals are subject to consultation until March 15 and will take effect on March 31.