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26 February 2025

Japanese Companies Strengthen Governance Practices Amidst Challenges

NEC and Toyota lead efforts to improve oversight and accountability following recent compliance issues.

Recently, Japanese corporations have been making headlines for their efforts to strengthen corporate governance amid various challenges. Key players such as NEC, Toyota Motor Corporation, and Acompany are implementing changes to improve accountability, decision-making, and oversight.

On February 12, 2023, Acompany published the results of their survey concerning privacy governance within Japanese companies, particularly those listed on the Tokyo Stock Exchange. The study revealed concerning statistics: 83% of the firms reported incidents related to privacy breaches. Notably, 90% of those affected companies indicated they had implemented internal training after such occurrences. This data points to the pressing need for enhanced governance practices across the board.

Meanwhile, NEC made significant announcements aimed at bolstering its organization’s governance from FY2025 onwards. The company plans to refine its board's structure, focusing on enhancing monitoring functions, CEO succession planning, and compensation frameworks. NEC's leadership stressed the importance of ensuring diverse and suitable expertise within their board, indicating, "We are determined to accelerate the expansion of our stock compensation system to connect management with corporate value awareness." This strategy reflects the corporation’s commitment to driving sustainable growth and corporate value.

On the other hand, Toyota Motor Corporation is taking transformative steps to address recent governance issues linked to compliance failures within its subsidiaries. The company announced it would transition to being governed by audit committees—an approach intended to boost decision-making efficiency and fortify supervisory functions. Toyota's change is anticipated to be approved during the upcoming shareholder meeting set for June 2023. A company representative clarified the move's intent, stating, "Our new audit committee structure, with external directors' majority, will reinforce our governance framework and promote swift decision-making." This initiative follows incidents of misconduct within the company, including compliance breaches related to certification processes.

To elaborate, the audit committee will feature external directors—individuals like Christopher P. Reynolds from Toyota’s North American division as well as former financial and media professionals, which aims to introduce more diverse perspectives and scrutiny of corporate operations.

These governance reforms are part of broader trends observed among Japanese companies. Acompany's survey indicated a rising trend of appointing specialized Chief Executive Officers (CxOs) for privacy governance following data breach incidents. The report highlighted this shift, noting, "The introduction of specialized CxOs for privacy governance is becoming common among Japanese companies post-incident." This deliberate appointment effort reflects the growing recognition of privacy as integral to corporate responsibility and governance.

Japan’s corporate governance environment is undoubtedly experiencing significant transformations. With NEC pushing for comprehensive governance reforms and Toyota aiming to rectify past missteps through structural changes, it appears the broader Japanese corporate sector is grappling with the need for heightened accountability and transparency.

Firms are swiftly realizing the necessity for comprehensive oversight mechanisms. The introduction of external, specialized roles within companies indicates movement toward integrating various governance aspects more effectively. Notably, the establishment of audit committees and the recruitment of diversity-minded governance professionals signal strong intentions to prioritize legal compliance and ethical standards.

Both NEC and Toyota represent just the tip of the iceberg within the Japanese corporate sector, as many firms continue to reassess their governance frameworks concurrently. The realization of vulnerable governing practices is prompting legacy firms to adapt swiftly to modern expectations for accountability and responsiveness.

Importantly, these developments come at a time of heightened scrutiny on corporate behavior, underscoring the urgency for companies to align operational strategies with contemporary legislative and societal standards for governance. The combined efforts of these companies illuminate promising pathways toward greater corporate integrity.

Moving forward, the changes introduced at NEC and Toyota may set precedents for the industry, encouraging others to adopt similar measures for improved governance. The emphasis on transparency and accountability across the board could have lasting positive impacts on the evolution of corporate governance norms within Japan.

At its core, these initiatives signal not merely reactive measures to past governance failures but rather represent proactive steps to cement stronger, more trustworthy corporate futures for Japanese firms. If firms like NEC and Toyota continue on this path, the shifts they facilitate could lead the way for corporate governance reform across the globe.