Abstract
This study examines how widespread the similarities between US and Japanese corporate governance practices have become. Results suggest that, in spite of convergence in many areas of business practices, Japanese board structures and governance practices still differ greatly from those in the United States—particularly in Securities and Exchange Commission-mandated reforms such as independent audit and compensation committees. Our results suggest that corporate governance differences between Japanese and US firms may be driven, in part, by differences in directors’ recognition of investors’ performance expectations. In particular, results indicate that the exit barriers related to employment influence decision-making for Japanese directors more strongly than they affect US directors’ decisions. Board independence—particularly with respect to audit and compensation committee membership—reduces the height of perceived exit barriers. Results suggest that, in spite of convergence in many areas of business practices, Japanese board structures and governance practices still differ greatly from those in the United States although it does not conclude that the transition is necessarily desirable.
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Notes
Takehara and Nihei (2005) define an outside director as a non-managing director who does not, and never did, manage the corporate affairs of the company or one of its subsidiaries as a director, executive officer, manager or other employee and who is not an employee of the company or one of its subsidiaries. The 2005 report of the Corporate Governance Forum of Japan recommends that at least half of the firm’s compensation committee must be outside directors—assuming that the Japanese firm has committees (instead of corporate auditors as overseers). There are no restrictions about outside directors in Japan representing supplier or customer firms, having relatives holding key managerial positions within the firm, or having other financial ties with it (other than shareholdings) in these recommendations.
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Harrigan, K.R. Comparing corporate governance practices and exit decisions between US and Japanese firms. J Manag Gov 18, 975–988 (2014). https://doi.org/10.1007/s10997-012-9249-y
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DOI: https://doi.org/10.1007/s10997-012-9249-y