Magdalena Jerzemowska

University of Gdańsk,

Gdansk, Poland

E-mail: magdalena.jerzemowska@ug.edu.pl

ORCID 0000-0002-9282-0000

The board as an example of Japanese corporate governance system hybridization: An outline of the problem

Yoji Koyama

Niigata University,

Japan

E-mail: ZAC00343@nifty.com

Abstract. This paper argues that hybridization is a process that has been going on for decades in Japan and has contributed to improvement of Japanese corporate governance, and that the regulations regarding the board of directors are a good example of this hybridization process. The paper outlines the main changes within Japanese corporate governance system and identifies their determinants. Three main waves of hybridization of Japanese regulations and corporate governance are identified, along with three functioning structures of Japanese boards, and their strong and weak points. The company with statutory auditors (with Kansayaku Board), the company with Three Committees - nomination, audit, and remuneration - and the company with an Audit and Supervisory Committee are presented as evidence of this hybridization process. The paper addresses the research question: why has hybridization rather than convergence resulted in an improvement of Japanese corporate governance? The method of critical analysis is applied to academic literature sources, legal acts, and corporate governance regulations. The article contributes to a reduction in the research gap in Polish academic literature in the field of Japanese corporate governance, especially with respect to Japanese boards.

Received: April, 2020

1st Revision: August, 2020

Accepted: September, 2020

DOI: 10.14254/2071-789X.2020/13-3/11

JEL Classification: G30, G34, G38, K20, M14

Keywords: corporate governance, systems, board of directors, board of statutory auditors