Governance Briefing — June 28, 2025

Executive briefing: Tokyo Stock Exchange (TSE) guidance under the Action Program for Strengthening Functions of the Prime Market requires any issuer that still had an all-male board to appoint at least one female director by the 2025 annual general meeting season. The Cabinet Office’s 2023 women’s empowerment policy set the same milestone, and TSE will review June 2025 corporate governance reports to confirm compliance.

Key governance signals

• Board diversity targets are now mandatory. Prime Market issuers must publish numerical targets and timelines for female directors in Corporate Governance Code Supplementary Principle 4.11.1 disclosures.
• Investor scrutiny is escalating. The Government Pension Investment Fund (GPIF) and other stewardship signatories have committed to vote against nominating committees that fail to appoint women in 2025.
• Human capital reporting ties in. Corporate governance reports and annual securities reports must explain pipeline development, re-skilling, and succession planning for female executives.

Action checklist

• Confirm board charters, skills matrices, and succession plans demonstrate how female director appointments satisfy TSE diversity expectations.
• Align shareholder meeting notices, stewardship engagement decks, and corporate governance reports to show progress toward the government’s 30% female leadership objective.
• Collect metrics on executive training, sponsorship programmes, and gender pay equity to respond to investor stewardship questionnaires during the 2025 AGM cycle.

Sources

• TSE Action Program for Strengthening Functions of the Prime Market (January 2023)
• Cabinet Office Women’s Empowerment Basic Policies 2023

Zeph Tech advises Prime Market issuers on director succession pipelines, stewardship engagement strategies, and governance disclosures aligned with Japan’s 2025 diversity mandate.

Related briefings

Curated signals from the same pillar or overlapping topics.

Governance · Credibility 40/100 · February 14, 2025

Governance Briefing — February 14, 2025

HKEX board diversity compliance guide detailing 2025 Listing Rule expectations, universal opt-out controls for director data, and evidence packages for ESG reporting.

Governance · Credibility 40/100 · March 29, 2024

Governance Briefing — March 29, 2024

The Monetary Authority of Singapore consulted on revisions to corporate governance guidelines for banks, insurers, and financial holding companies, proposing climate expertise and diversity requirements.

Governance · Credibility 92/100 · April 20, 2022

Governance Briefing — April 20, 2022

The FCA’s April 20, 2022 diversity and inclusion disclosure rule pushes UK-listed companies to meet gender and ethnicity targets and report granular board and executive data, demanding coordinated governance, HR, and…

Governance · Credibility 40/100 · April 4, 2022

Governance Briefing — April 4, 2022

The Tokyo Stock Exchange’s April 4, 2022 market restructuring into Prime, Standard, and Growth segments raises governance and disclosure expectations, requiring listed companies to strengthen investor relations, capital…

Governance · Credibility 90/100 · August 6, 2021

Governance Briefing — August 6, 2021

The U.S. SEC approved Nasdaq’s board diversity rule on August 6, 2021, locking in new disclosure tables and minimum diverse-director expectations for most U.S.-listed companies.

Continue in the Governance pillar

Return to the hub for curated research and deep-dive guides.

Visit pillar hub

Latest guides

• Public-Sector Governance Alignment Playbook — Zeph Tech

  Align OMB Circular A-123, GAO Green Book, OMB M-24-10 AI guidance, EU public sector directives, and UK Orange Book with digital accountability, risk management, and service…

• Third-Party Governance Control Blueprint — Zeph Tech

  Deliver OCC, Federal Reserve, PRA, EBA, DORA, MAS, and OSFI third-party governance requirements through board reporting, lifecycle controls, and resilience evidence.

• Governance, Risk, and Oversight Playbook — Zeph Tech

  Operationalise board-level governance, risk oversight, and resilience reporting aligned with Basel Committee principles, ECB supervisory expectations, U.S. SR 21-3, and OCC…