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