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Zeitschrift für Japanisches
Recht
Heft Nr. 10 / 5. Jahrgang 2000
Vorträge
Recent Developments of Corporate Governance in Japan
Hiroshi Oda*
I. INTRODUCTION
Corporate governance has increasingly gained attention in Japan in
the past decade. Various recommendations and proposals have been published
on this topic including the much publicised report of the Corporate Governance
Forum. There was also a report of an informal research group under
the auspices of the Ministry of International Trade and Industry.
Most recently, the Japan Corporate Auditors' Association published an interim
report on the future of corporate legislation.
In discussions on corporate governance in Japan, there are basically
two different focuses, which should be distinguished. One is the quest
for sound and fair management of the company and increased accountability
of the senior management. The other is the pursuit of efficient and speedy
corporate management, i.e. timely decision-making and efficient implementation
of decisions. The first goal has been pursued for some years, while the
second goal emerged more recently at the time of economic recession.
In the following, after review of the overall system of corporate governance
in Japan, changes in both directions will be examined and their limits
will be discussed, followed by a brief discussion on prospective changes
to the Company Law.
II. AN OUTLINE OF THE JAPANESE SYSTEM OF CORPORATE GOVERNANCE
Company Law in Japan is incorporated in the Commercial Code which was
enacted in late 19th century modelled on German and Austrian Law. Unlike
German Law, there is no separate joint stock company law. There was a significant
influence of US Law after the Second World War. Therefore, the current
system of corporate governance is closer to the US system than the Civil
Law system.
Basically, there are two types of system of corporate governance in
the industrialised world. In one system, the power of decision-making and
the monitoring of it both belong to the same body – the board of directors
(single-tiered system). This is the
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