Japanese

Corporate Governance Library
Top page Library
Essay: Dr. Michael Connors (Hermes Focus Asset Management Limited);
Shareholder Engagement
- Promoting a dialog between companies and shareholders -
Symposium: Ended 2006 July 25:
Corporate Governance under Global Economy
- Roles and Responsibilities of Corporate Directors -
Manuscript of:
 - Dr. Roger W. Raber, President & CEO,
    National Association of Corporate Directors (NACD)

 - Mr. Grant Kirkpatrick, Senior Economist, Corporate Affairs Division,
   Directorate for Financial and Enterprise Affairs, Organisation for Economic Co-operation and Development (OECD)
The complete version and summary version of

gGuidelines Regarding Takeover Defense for the Purpose of Protection and Enhancement of Corporate Value and Shareholderfs Common Interests",

issued jointly by Ministry of Economy, Trade and Industry and Ministry of Justice of Japan.
Complete version: gGuidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholdersf Common Interestsh, May 27, 2005, Ministry of Economy, Trade and Industry and Ministry of Justice
Summary version: "Guidelines Regarding Takeover Defense for the Purpose of Protection and Enhancement of Corporate Value and Shareholderfs Common Interests"
Speech to ICGN Annual Conference
Rio de Janeiro on July 8th, 2004
Veronique Ingram - Chair, OECD Steerint Group on Corporate Governance
- MAKING THE NEW OECD PRINCIPLES WORK -
From the past issues of our periodical "M&A Review"
March 2005 No.2

Corporate strategy vis-a-vis M&A:
M&A is Chief Executive Officer's responsibility and task

-Tadao Sumi, Visiting Professor, Japan Advanced Institute of Science and Technology
-Daisuke Saji, Managing Director, M&A Product Line Global Head, Daiwa Securities SMBC Co. Ltd.
November 2004 No.6

Corporate Governance: Making The Revised OECD Principles Work

-Veronique Ingram, Chair, OECD Steering Group on Corporate Governance, OECD
July 2004 No.4

The Board of Directors under Hostile TOB ( 2/2 )

-Editorial Office
May 2004 No.3

The Board of Directors under Hostile TOB ( 1/2 )
-Editorial Office
September 2003 No.5

Re-cognizance of the important roles of corporate governance from the historical perspective:
A report on the 9th International Corporate Governance Network (ICGN) Annual Conference at Amsterdam

-Raita Sakai, Executive Director, Research Institute for Corporate Governance-Japan
May 2003 No.3

Why CEOs fail?

-Stephen F. Cooper, Interim CEO, Enron Corp.
November 2002 No.6

Management of corporate pension fund assets from the view point of the Company finance ( 2/2 )
-Noboru Fukumoto, Chief Fund Manager, Pension Fund Management Division, THE MITSUBISHI TRUST AND BANKING CORPORATION
September 2002 No.5

Management of corporate pension fund assets from the view point of the Company finance ( 1/2 )
-Noboru Fukumoto, Chief Fund Manager, Pension Fund Management Division, THE MITSUBISHI TRUST AND BANKING CORPORATION
May 2002 No.3

Hurdle to the Restructuring of Corporation
-Core object of corporate revolution for increasing shareholder's value

-Nobuo Sayama, Ph.D., UNISON CAPITAL, INC.
-Nobumichi Hattori, Managing Director, Investment Banking Division, Goldman Sachs(Japan)Ltd.
-Yoichiro Yokoyama, Deputy Director General, Business Restructuring Department, Development Bank of Japan
-Raita Sakai, Editor in Chief, M&A Review

Corporate Communication Strategy to save the Company ( 2/2 )
- Yoshinobu Sato, Director, Burson-Marsteller
March 2002 No.2

Corporate Governance Reform in Japan: How do you make it happen?
-Issues & Steps-

- Dr. Shigeo Kagami, Partner, Heidric & Struggles

Proxy Fight in the U.S. and Japan
- Arthur M.Mitchell, Attorney at Law/Shinya Tago, Attorney at Law, COUDERT BROTHERS.

Corporate Communication to save the Company ( 1/2 )
- Yoshinobu Sato, Director, Burson-Marsteller
November 2001 No.6

An IR theme as viewed from a perspective of Corporate Governance
- Hisashi Watanabe, President & CEO, Investor Relations Business Corporation
September 2001 No.5

Revised Commercial Codes vis-a-vis Corporate Governance
- Kenichi Osugi, Associate Professor, Faculty of Law, Tokyo Metropolitan University
May 2001 No.3

Mike Armstrong' s principles of leadership
- Thomas Neff, Chairman, Spencer Stuart / James Citrin, Managing Director, Spencer Stuart's Internet practice
March 2001 No.2

Looking forward to discussing with serior Japanese Pension Fund Executive
- Dr. William D. Crist, President, CalPERS

The Corporate Governance Issue is also very important for the working family around the world
-John J. Sweeney, President, AFL-CIO
November 2000 No.6

Contractual Procedures to Prevent Risks in M&A Transactions
-Tomohiro Tsuchiya, Attorney-At-Law, MORI SOGO LAW OFFICES
September 2000 No.5

Report of 6th Conference of International Corporate Governance Network Annual Conference in New York
- The established role of the globally harmonized institution on corporate governance
- Raita Sakai, Chairman, The Research Center of Corporate Governance in Japan
November 1999 No.6

The World Bank and OECD collaborate for Campaign of Good Corporate Governance diffusion
-The 4th Annual Conference of International Corporate Governance Network

-Raita Sakai, Japan Institute of Corporate Governance
September 1998 No.6

Did the Corporate Governance increase shareholders value?
-"CalPERS' Effect"-

- "M&A Review"Editorial Office
July 1998 No.4

Introducing the International Corporate Governance Network, and its 3rd Annual Conference
- "M&A Review"Editorial Office
May 1998 No.3

The Progress of Corporate Governance in the United States, and the Position of CalPERS
-Dr. William D. Crist, President, Board of Administration, California Public Employees Retirement System

What is the real concept of Corporate Governance in JapanEE/B>
-Tomoji Komine, Deputy Editor in Chief, "E­EE¼¡ Review"
November 1997 No.6

The defence argument for cash compensation to the Board directors
- Hoffer Koback, President of Gloucester Capital Corp.,
May 1997 No.3

The 20th Century Company Meets the 21st Century Board
-The conditions of the Board of Directors apropos to the 21st century

- Noeman R. Augustine, Vice Chairman and CEO, Lockheed Martin Corp.
December 1996 No.12

International Advisory Committees
- William C. Turner, Chairman, International Advisor Council of Avon Products Inc.

Should Directors Meet With Shareholders?
- Michael A. Miles, Former Chairman and CEO, Philip Moris

Globalizing Your Board of Directors
- David W. Johnson, Chairman and President, Campbell Soup Co.
July 1996 No.7

The U. S. Pension Fund and Corporate Governance
- Shinobu Muramatsu, Professor of Management, Soka University

How to Evaluate The CEO
- The NACD Blue Ribbon Commission, National Association of Corporate Directors
June 1996 No.6

Cal PERS decides the Principles of International Corporate Governance
-The California Public Employees Retirement System
March 1996 No.3

The US history of M&A: its 30-year record of dynamism
-Martin Sikora, Editor of "Mergers & Acquisitions"
November 1995 No.11

US-Japan Conference on Corporate Governance & Corporate Relations ( Part 2 )
-CalPERS' Role in US and Japanese Corporate Governance:1990-1995

-William D. Crist, President, Board of Administration, CalPERS

Relationships between Institutional Investors and Corporations in the US
-John Crawford, Partner, Jones Day Reavis & Pogue

Survey on Japanese Corporation's Attitude toward Corporate Governance
-Yoshiko Iwata, General Manager, Technimetrics, Inc.
July 1995 No.7

Talking Straight
- Dr. William D. Crist, President, Board of Administration, CalPERS

US-Japan Conference on Corporate Governance & Corporate Relations (Part 1)
Editorial office

International Reference Points:
The prevailing State of company equity investments in Major European Financial Markets.

- Ms. Helene Ploix, Directeur Generale Adjoint, Caisse des Depots et de Consignations, Paris
May 1995 No.5

Analysis on CalPERS's Investment Portfolio of Japanese Equityies
- Shinichi Kurosaka, Head of Fixed Income, Investment Division II,
CIGNA International Investment Advisors K.K.
March 1995 No.3

CalPERS Japanese equities Portfolio Holdings Summary:
Active and Index Complete List of 709 Japanese Companies

-Editorial office
December 1994 No.12

CalPERS and Relationship Investment-Part 4
-Can external Pressure ( Gaiatsu ) Make the Japanese Corporate Governance Change Direction? part II
- Hideaki Kubori, Attorney-at-Law, Mori Sogo Law Offices
- Akira Koike, Advisor, NEC
- Shinobu Muramatsu, Professor of Economics, Seikei University
- Shigeru Watanabe, Manager, Corporate Finance research Group, Business & Management Research Department,
Nomura reseatch Institute, Ltd.
November 1994 No.11

CalPERS and Relationship Investment-Part 3
--Can external Pressure ( Gaiatsu ) Make the Japanese Corporate Governance Change Direction? part I

- Hideaki Kubori, Attorney-at-Law, Mori Sogo Law Offices
- Akira Koike, Advisor, NEC
- Shinobu Muramatsu, Professor of Economics, Seikei University
- Shigeru Watanabe, Manager, Corporate Finance Research Group, Business & Management Research Department,
Nomura Research Institute, Ltd.

Japanese Corporate Governance in Transition - Lowest ROEs of the Post War Era
- Shigeru Watanabe, Manager Corporate Finance Research Group, Business & Management Research Department,
Nomura Research Institute, Ltd.

Recent Developments in U.S. Corporate Governance and Thier Relevance to Japan
- David G. Litt, Associate, O'Melveny & Myers (Dale Araki Gaikokuho Jimu Bengoshi Jimusho)

Corporate Governance in England
- Julian Howard, Attorney-at-Law, Howard Gaikokuho Jimu Bengoshi Jimusho (Macfarlanes)

Corporate Governance Committee of the Board
- Louis M. Thompson Jr., President, National Investor Relations Institute
The importance of superior information to the Board
October 1994 No.10

Corporate Governance:
CalPERS and Relationship Investment
U.S. Institutional Investers Have Launched on Corporate Governance in Earnest : CalPERS' Proxy Agent Discusses Investment Policy

-Joseph c. F. Lufkin, President, Global Proxy Services Corporation

Corporate Governance and CalPERS's Experiences:
CalPERS's Views, Opinions and Suggestions Regarding Japanese Companies

-Robert F. Carlson, Board of Administration, California Public Employees Retirement System

Present Situation of CalPERS' Investment Activities in Japanese Companies. -Analysis of Portfolio, Investment Return- Worst 30 Companies, ROE Analysis, Prospected Target Companies
-M&A Review, Editorial office
September 1994 No.9

Corporate Governance:
CalPERS and Relationship Investment
-The Biggest Public Pension Funds in the United States, CalPERS, Talks about Its Japanese Investment Policy

-Robert F. Carlson, Board of Administration, California Public Employees Retirement System

CalPERS' Portfolio Holdings Summary:
-Complete Japanese equity List of 277 Japanese Companies

Are There Payoffs For "Patient" Corporate Investors?

-Robert T. Kleiman, associate Professor of Finance, Oakland University, Mich.
-Kevin Nathan, Associate Professor of Accounting, Oakland University, Mich.
-Joel M. Shulman, the Robert Weissman Professor of Finance, Babson College, Mass.

The GM Board's oversight Responsibility
-Directors & Boards

Critique of the GM Board Guidelines
-Nell Minow, Principal, Lens Inc.
May 1994 No.5

The Board Director's Stake In the Enterprise
-David J. McLaughlin, President, McLaughlin & Co. Inc.

Break the Mold On Director's Pay
-James Kuhns, Principal, Sibson & Company
-David Chase, Consultant,
-Linda Amuso, Senior Associate, CSC/Index
October 1993 No.10

A Director's Performance Appraisal
- Robert K. Mueller, The Former Chairman, Arthur D. Little Inc

A Job Description for the Board
- J. Keith Louden, President, The Corporate Director Inc.
October 1991 No.10

My Best Foreign Acquisition
-Directors & Boards
June 1991 No.6

Fair treatment for managerial personnel following their dismissal due to the company's Sale
-James C. Cabrera, President of Drake Beam Morion Inc.
December 1988 No.22

Voluntary Liquidations, The Golden Road to Corporate Oblivion
-Ronald J. Kudla, Professor of Finance,
The University of Wisconsin-Eau Claire
November 1988 No.20

Public Relations and Mergers and Acquisitions
-Stan Sauerhaft, Vice Chairman, Burson-Marsteller

The Board, Takeovers, and Wall Street
-Edmund J. Kelly
October 1988 No.19

Augument the existing poison pills against new M&A deffence actions.
October 1988 No.18

Improving verbal Communication Between Japanese Managers and American Employees
-Hideo S. Onoda, Partner, Laner, Muchin, Dombrow and Becker, Ltd.
September 1988 No.17

DataCard's Acquisition by the Quandts of Germany
-Case of finding White knight in time
August 1988 No.15

American Hospital Supply and Bentley Labs - Was the Price Right? Did Shareholders Benefit?
June 1988 No.12

Handling Labor Relations in the Sale of a Company
-Partner, Laner, Muchin, Dombrow and Becker, Ltd.
June 1988 No.11

Takeover Defense - How US companies are dressing up their poison pills.

Board Director Compensation, Fees and Benefits in 1987
-Donald R. Simpson
April 1988 No.8

What the Stockholders Must Know About a M&A Deal
-Kenneth L. Altman, Senior Vice President of Hill and Knowlton Inc.
February 1988 No.4

Merging Human Resources -Review of Current Research-
-Mitchell Lee Marks

How to Handle Labor issues in M&A
-Hideo S. Onoda, Laner, Muchin, Dombraw and Becker, Ltd.
February 1988 No.3

The training of global executives in the U.S.
-Directors & Boards
January 1988 No.2
The effect on the rating of the commercial paper by M&A deal

Post Merger; merger after the maerger deal
-- A distinct hardle to merge two production department --
January 1988 No.1

The Board that faced a TOB