tankiyasakaiのブログ一覧

Olympus is a department store of corporate governance issues: Problems on every level.

Indeed, a bullet-point presentation that Olympus gave its lenders this week to explain its current predicament serves as a decent floor guide to the governance challenge facing much of corporate Japan.

First, Olympus accepts that the old guard hung around for too long. In Japan, long-serving executives have been part of the furniture at companies such as Hitachi and Fujitsu. Even after executives step down, they often get appointed as advisers or to other posts that keep them in or near the decision-making process. This makes it tough for the new generation of leaders to break with the past, even when the past is proven wrong.

Next, company presidents often wield too much power. Often in Japan, one person can be chief executive, board chairman and appoint the directors and statutory auditors, the board-level executives charged with ensuring legal and regulatory compliance. At Olympus, Tsuyoshi Kikukawa was president for a decade and his authority grew throughout that time.

Then there's the question of adequate or appropriate board oversight. One of the outside directors at Olympus, Dr. Yasuo Hayashida, has said his expertise was limited solely to medical matters.

"I do attend board meetings but I have no idea about their content. I only provide medical advice," he told reporters.

Japan's interwoven businesses mean it can be tough to find truly independent directors who are qualified and willing to question top executives. Unlike directors of companies traded on other exchanges, from New York to Bangladesh, there are no guidelines for training of Japanese directors on their duties.

Of course, lax oversight of company executives isn't confined to Japan. And having better structures in place doesn't mean that oversight will be stellar either—Wall Street can testify to that. But the list of issues raised by the Olympus scandal follows an all too familiar pattern. Its chart of ills provides a good guide to Japan's governance problems—it could also be a roadmap to the solution.