Corporate reforms continue
Japanese corporate reform has continued to gather pace. Ten years ago, the Japanese government introduced stewardship and corporate governance codes. These were non-compulsory, comply-or-explain rules which we explored in greater depth in our previous paper. Initially, companies worked on those that were easy to apply, such as increasing independent board members and introduction of female board members. However, the other important aspects of governance, capital allocation and balance sheet management, were slow to change, disappointing global investors during the early years of Abenomics.
Over the last couple of years, we have witnessed steady and increasing focus driving improvements in both corporate governance and capital allocation. For example:
- The Toyota Group announced its review of cross-shareholding policy, resulting in Toyota Motor and two affiliates divesting 8% of their stake in tier 1 supplier Denso. The divestment was absorbed by Denso buying back its shares. The event reinforced expectations by global investors that Japanese companies are going to unwind their cross shareholdings to free up capital to either return to shareholders or invest.
- Activist funds have played an important role as we have witnessed several companies discussing changes to their capital allocation policy after activist funds invested. This has impacted share prices positively. For example, Keisei Electric Railway (Keisei) has a 22% of stake in Oriental Land Corporation (OLC), the owner of Tokyo Disneyland (TDL). This has been a longstanding investment and Keisei provided funding for the construction of TDL. Today that investment in OLC is valued at more than the entire market cap of Keisei. Activist investors pushed for this be unwound and capital returned to investors. Keisei initially announced it would sell 1% of its OLC stake, which disappointed the market. The value of the OLC stake has different meanings for different shareholders of Keisei; however, if it continues this path, they can unlock capital to fund growth in capex or return funds to shareholders. We also saw similar discussions at Mitsui Fudosan, a major real estate developer who owns 6% of OLC. Mitsui was challenged by an activist fund who agitated for them to sell their OLC stake and return the funds to shareholders. They did not sell but set a new capital allocation plan which was appreciated by the market, driving the share price higher.
In summary, we see numerous structural changes in the Japanese stock market, and the changes have just started in certain areas. We believe these to be long-lasting and will continue to unlock value for investors. Economic policy remains supportive. The yen, in our opinion, will remain structurally weak, sustaining exporters. Yen-driven dispersion across industries, and the different pace and opportunities for reform and balance sheet restructuring, highlights the various opportunities that can arise from bottom-up stock picking. Investors in Japanese stock markets have seen strong returns in recent years and, given the conditions outlined in this paper, we believe the foundation looks robust for the years ahead.
Endnotes
1 The Reiwa Era is 232nd and current era of the official calendar of Japan. It began on 1 May 2019, the day on which Emperor Akihito’s eldest son, Naruhito, ascended the throne as the 126th Emperor of Japan.
2 Summary of Opinions at the Monetary Policy Meeting on March 18 and 19, 2024. Released on 28 March 2024 by the Bank of Japan.
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