Governance Briefing — January 15, 2024
The Tokyo Stock Exchange escalated its cost-of-capital governance campaign, publishing board progress data and new expectations for disclosure cadence across Prime and Standard listings.
Executive briefing: On 15 January 2024 the Tokyo Stock Exchange (TSE) released an updated list of Prime and Standard Market companies that disclosed plans to raise capital efficiency under its “Action to Implement Management That Is Conscious of Cost of Capital and Stock Price” programme. Boards are now expected to present measurable actions, set governance timelines, and provide bilingual reporting to sustain listing credibility.
Key governance signals
- Board accountability. TSE reiterated that directors must approve narratives explaining below book-value valuations and attach quantified improvement targets.
- Disclosure cadence. Issuers are urged to maintain evergreen web updates in Japanese and English summarising governance actions, not just annual report references.
- Capital policy oversight. Exchanges will monitor whether boards link buybacks, dividend policies, and restructuring decisions to the disclosed cost-of-capital plans.
Action checklist
- Refresh board dashboards so independent directors can track valuation gaps, projected ROE improvements, and investor feedback tied to the TSE programme.
- Coordinate investor-relations and corporate-planning teams to publish semi-annual governance updates with English summaries and audit trails.
- Capture meeting minutes evidencing board debate on portfolio pruning, cross-shareholding unwinds, and capital allocation tied to the TSE initiative.
Sources
- TSE: Status of disclosures for cost-of-capital management (15 Jan 2024)
- JPX: Follow-up on cost-of-capital management initiative
Zeph Tech equips Japanese governance teams with disclosure templates, bilingual reporting workflows, and valuation analytics to meet TSE scrutiny.