Governance Briefing — June 28, 2025
Tokyo Stock Exchange prime market issuers reach the 2025 AGM deadline to appoint at least one female director and to disclose diversity strategies aligned with Japan’s women’s empowerment agenda.
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.