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March 24, 2020

Finalization of Japan’s Stewardship Code (Second revised version)

1. Finalization of Japan’s Stewardship Code (Second revised Version) and Summary of Public Comments

The Council of Experts on the Stewardship Code (FY2019) (hereafter, the “Council”) (Chairman: Hiroyuki Kansaku, Professor, University of Tokyo Graduate Schools for Law and Politics), discussed the Second revision of “Principles for Responsible Institutional Investors ≪Japan’s Stewardship Code≫” (hereafter, the “Code”) from October 2019.
 
The Council then published the draft of the Second revised version of the Code and solicited comments between December 20, 2019 and January 31, 2020.
 
The Council received comments on the Japanese draft from 44 individuals/entities and from 23 individuals/entities on the English translation. The Council expresses its gratitude to those who submitted comments.
 
Based on the received comments, the Council finalized the Second revised Code (hereafter, the “Revised Code”). The final version of the Revised Code (English translation) is provided in Appendix 1. The Revised Code with track changes from the previous version of the Code (English translation), is provided in Appendix 2.
 
The summary list of comments received and the Council’s view on them has been posted in Japanese and will soon be published in English as well.
The summary of public consultation is provided in Appendix 3.

2. Next steps for institutional investors/institutions in accordance with the Revised Code

2.1   To institutional investors/institutions who are currently signatories of the previous version of the Code

Institutional investors/institutions who are currently signatories of the previous version of the Code are expected to update disclosure items based on the principles, including guidance, of the Code (hereafter, the “disclosure items”), in accordance with the Revised Code within 6 months (end of September 2020) after the revision of the Code. Also, institutional investors are expected (to disclose and) to notify the Financial Services Agency (FSA) (jstewardship@fsa.go.jp) of such updates if they take place (Ⅲ4. of “Revision of the Stewardship Code” in the revised Code).

2.2   To institutional investors/institutions who intend to newly sign up for the Revised Code

Institutional investors who support the Revised Code and are prepared to accept it are expected to publicly disclose their intention (Preamble 13. of the Revised Code). 
The FSA adds names of institutional investors who have notified the FSA of their intention to accept the Revised Code to the published list when it receives notifications of acceptance of the Revised Code from institutional investors. Those who intend to newly sign up for the Revised Code are invited to notify the FSA (jstewardship@fsa.go.jp) of their intention as well as the information below.

 - the institution’s name:
 - name of the person in charge:
 - contact information (telephone number and email address):
 - the URL where the announcement of the acceptance of the Code have been released:
 - the URL where the disclosure items described in the Code have been released:
 
 - whether you disclose the voting results and the reasons for votes, and its website address (if disclose):
 - whether you disclose the stewardship activity reports, and its website address (if disclose):

(Appendix 1) Principles for Responsible Institutional Investors ≪Japan’s Stewardship Code≫ (English translation of the Revised Code)
(Appendix 2) The Revised Code with track changes from the previous version of the Code  
(Appendix 3) Summary of Public Consultation on Revision to the Stewardship Code
 

Contact

Corporate Accounting and Disclosure Division, Policy and Markets Bureau, Financial Services Agency
Tel +81-(0)3-3506-6000 (Ex. 3834, 3861)

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