JII / Governance Curriculum

JII Editorial · Governance Reform

Learn the history of Japan's governance reforms.

A complete 27-post curriculum that brings an IR representative up to speed with where Japan stands today in its governance-reform arc — from the lost-decade capital-efficiency gap through the working-group debates shaping the next Corporate Governance Code revision.

Built from primary FSA, JPX, METI, SSBJ, MoJ, and GPIF sources. Five themes. ~63,000 words. Free to read.

Themes: 5 Posts: 27 + Toolbox Reading time: ~8–12 hrs Audience: IR reps, analysts, board secretariats

Themes covering 35 years of reform

In-depth posts, all primary-source linked

~63k

Words of curated curriculum

50+

JPX / FSA / METI artifacts indexed in the Toolbox

Five themes · one continuous arc

Japan's governance reform is one continuous capital-efficiency narrative — built in layers.

Each theme presupposes the previous one. An IR representative who finishes Theme 5 should be able to read any FSA Action Programme, TSE follow-up document, or METI study-group report and place every paragraph on the map.

THEME 1

Foundations

pre-1990s → 2014

Why reform happened — the lost-decade capital-efficiency gap, pre-reform architecture, Abenomics' Third Arrow, and the 2014 Stewardship Code as the founding instrument.

1. Why 8% Was the Number That Changed Japan
2. From Main Bank to Mizuno: Japan's pre-reform governance architecture
3. Abenomics' Third Arrow: how governance became growth policy
4. The Two Wheels of the Cart: Japan's Stewardship Code (2014, 2017, 2020, 2025)

The rules of dialogue — the 2015 CG Code and its 2018/2021 revisions, how to read a Japanese CG Report, and METI's parallel CGS/GGS/Fair M&A/Takeover guideline family.

1. The 2015 Corporate Governance Code: a comply-or-explain primer
2. The 2018 Revision: capital efficiency enters the Code
3. The 2021 Revision: Prime, sustainability, diversity
4. How to Read a Japanese CG Report in 15 Minutes
+ 1 more …

From four legacy segments to Prime/Standard/Growth, the tradable-share-ratio mechanic, the March 2025 transitional-measures cliff, TOPIX 2.0, and the 2030 Growth-Market cliff.

1. From Four Segments to Three: the April 2022 restructuring
2. The Tradable-Share Ratio: the one number that reshaped Japanese cross-shareholdings
3. The March 2025 Cliff: end of transitional measures and the new improvement period
4. TOPIX 2.0: from census index to selected universe
+ 1 more …

The TSE March 2023 cost-of-capital request, the new vocabulary, the monthly disclosure list, the seven sins of misalignment, and the April 2026 'from form to substance' pivot.

1. PBR < 1 Is Not a Target — It's a Verdict
2. WACC, ROIC, Equity Spread: the new vocabulary every Japanese IR rep must own
3. The Shame-and-Showcase List: how TSE polices participation through publication
4. The Seven Sins of Cost-of-Capital Disclosure: read TSE's 'misalignment' booklet
+ 1 more …

English-disclosure mandate, cross-shareholding end-game, listed-subsidiary resolution, takeover guidelines, SSBJ sustainability, board diversity, activism, and the working groups writing what's next.

1. April 2025 Was a Switch, Not a Finish Line: the English Disclosure Mandate
2. The End-Game of Cross-Shareholdings: from comply-or-explain to per-stock verification
3. The Toyota Industries Deal Is the End of Keiretsu, in One Transaction
4. Hostile Is No Longer a Slur: METI's 2023 Guidelines for Corporate Takeovers
+ 4 more …

8 postsRead theme →

★ Keystone

The IR Toolbox — every JPX / FSA / METI / SSBJ artifact, indexed.

Codes, disclosure lists, good-practice collections, working-group reports, FAQs, and data dashboards — organised into nine categories.

Open the Toolbox →

Quick check

Test your governance fluency.

Five quick questions covering the spine of the curriculum. Honest measure of where you are before you start reading.

Q1 · Theme 1

Which document first stated the "8% ROE" benchmark that has shaped Japanese capital-efficiency discourse for a decade?

The Ito Review — chaired by Prof. Kunio Ito at Hitotsubashi University and published by METI in August 2014 — argued that an 8% ROE would exceed the expected cost of capital of 90% of global investors. The benchmark has been the single most-cited number in Japanese capital markets ever since.

Q2 · Theme 3

On 4 April 2022, the Tokyo Stock Exchange consolidated its segments. How many companies launched on the Prime Market that day?

Exactly 1,839 companies launched on the Prime Market on 4 April 2022, alongside 1,466 on Standard and 466 on Growth — total 3,771. The Prime number drifted lower through 2024-2025 due to transitional-measures demotions and M&A.

Q3 · Theme 4

TSE's March 2023 request asks Prime and Standard Market companies to "Implement Management Conscious of Cost of Capital and Stock Price." Which of the following is NOT one of the request's 5 steps?

PBR is the verdict, not the target. The request's 5 steps are: analyse, identify, develop & disclose, implement, revise. JPX CEO Yamaji has been explicit that managing PBR directly misses the point — the right targets are cost of capital, ROE, and equity spread.

Q4 · Theme 5

From which date are Prime Market companies required to disclose timely-disclosure materials simultaneously in Japanese and English?

The TSE rule took effect on 1 April 2025. Pre-effective baseline was ~30% simultaneous; coverage rose to ~99% by late 2025. A grace period of up to one year is available for companies that submit a transition plan.

Q5 · Theme 5

SSBJ published Japan's first sustainability disclosure standards on 5 March 2025. Which issuers must report under Phase 1, with the first fiscal year ending March 2027?

Phase 1 applies to Prime issuers above JPY 3 trillion market cap (first reporting FY ending March 2027). Phase 2 adds the ≥ JPY 1 trillion tier (FY ending March 2028). Phase 3 brings in ≥ JPY 500 billion (FY ending March 2029). All standards align with IFRS S1/S2.

Score: 0 / 5 · Start the curriculum →

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Three ways to read this curriculum.

Linear
Recommended for new IR reps. Theme 1 → 2 → 3 → 4 → 5 → Toolbox. ~8 to 12 hours.

By theme
Jump to the relevant theme. Each post lists its prerequisites in the front matter.

As reference
Bookmark the Toolbox and cross-link from each curriculum post during ongoing work.

Begin with Theme 1 →