The Working Groups That Are Writing Japan's Next Governance Rules

TL;DR - Japanese governance policy is produced by approximately ten active working groups, councils and study groups distributed across the FSA, JPX/TSE, METI, MoJ and FASF/SSBJ. - The most agenda-setting bodies are the FSA/TSE Follow-up Council (Action Programmes), the new Expert Panel on the Revision of the Corporate Governance Code (first met 21 October 2025), and the FSA Disclosure WG plus Sustainability Disclosure WG. - Reading the docket of each working group is the practical way to anticipate the next 12-24 months of Japanese governance reform. The next CGC revision in 2026-27 will emerge from the Expert Panel; the next SSBJ assurance rule from the Sustainability WG; the next takeover-doctrine update from the reconvened METI Fair Acquisition Study Group.

How to read this map

Japanese governance reform is produced through a distributed institutional architecture. There is no single body that writes the rules; instead, four ministries and one self-regulatory organisation each run their own councils, study groups and working groups, with substantial cross-membership and informal coordination. For an IR team trying to anticipate the next policy surprise, the most operative skill is the ability to read the agenda of the relevant working group and forecast what document the working group is likely to produce.

A few orientation rules apply.

Rule one — the council producing the document is rarely the council adopting the document. The FSA's Follow-up Council writes the policy framing; the FSA's expert panels write the draft text; the TSE listing-rule division adopts the operational rule; the Cabinet Office Order is the statutory text. A given reform might pass through three or four bodies before it becomes operative. IR teams should track the policy framing in the Follow-up Council material, then trace forward to the panels and rule-adoption bodies.

Rule two — most material policy is signalled in the Action Programme. The Action Programme for Corporate Governance Reform — published annually since 2014 by the FSA's Follow-up Council — is the single most agenda-setting document in Japanese governance policy. The 2024 Action Programme (7 June 2024) flagged the next CGC revision, which produced the Expert Panel that first met 21 October 2025. The 2025 Action Programme (30 June 2025) flagged the SSBJ disclosure roadmap, the Stewardship Code v3.0 revision, and the cross-shareholding monitoring intensification. The 2026 Action Programme — expected late June 2026 — will set the agenda for 2026-27.

Rule three — the chair tells you what to expect. Working-group chairs are usually leading academics or senior practitioners with multi-decade visibility into Japanese governance policy. The Follow-up Council has been chaired since 2014 by Hideki Kanda (Emeritus Professor, University of Tokyo), who also chairs the new Expert Panel on CGC Revision. Kanda's policy framings have been continuous and recognisable; his 2025-26 statements signal what the Expert Panel will likely produce.

The full working-group map

Below is the operative table — the file IR teams should bookmark.

Body-by-body deep dive

1. Follow-up Council — the agenda-setting body

The full official name is impressively long. In practice, every IR team in Japan calls it the Follow-up Council or フォローアップ会議. Its institutional position is structural: it is the joint body that the FSA and TSE created in 2014 to monitor Stewardship Code and Corporate Governance Code implementation. Its product — the Action Programme — has been the policy roadmap for every Japanese governance reform since 2015.

The Council meets approximately quarterly. Each meeting produces published materials (in Japanese, with selected English translations) and minutes. The materials include FSA-prepared policy framings, presentations from regulatory experts, statistical surveys, and engagement-community submissions. Reading the materials of each meeting is the closest thing to seeing the future of Japanese governance policy.

The Council is chaired by Hideki Kanda, whose framing has been continuous since 2014. Kanda's positions on cross-shareholdings, listed subsidiaries, and minority protection have set the direction for every related reform. His chairing of the new Expert Panel on CGC Revision (item 2) means the policy framing is now structurally consistent.

The Action Programme for Corporate Governance Reform 2025, published 30 June 2025, is the canonical reference for the 2025-26 policy agenda. The 2026 edition, expected late June 2026, will set the 2026-27 agenda. Both should be read in English by every IR team.

2. Expert Panel on the Revision of the Corporate Governance Code

The new Expert Panel — formally the Expert Panel on the Revision of the Corporate Governance Code — first met on 21 October 2025. Its mandate is the most consequential of the current working-group docket: it will produce the next CGC revision, which will be the first revision since 2021 and is targeted for completion in 2026-27.

The Panel's reported docket includes:

• Streamlining — the 2018 and 2021 revisions added substantial new principles. The Panel is considering whether the Code's architecture (5 + 30 + 38 principles structure) needs simplification.
• Integration with SSBJ — the Code's Supplementary Principle 3-1 ③ TCFD obligation needs to be reconciled with the SSBJ statutory mandate. The Panel is expected to harmonise the language.
• Cross-shareholding intensification — building on the 2024 Follow-up Council material and the May 2024 ACGA Open Letter, the Panel is considering whether Principle 1-4 needs further sharpening.
• Listed-subsidiary refinement — building on the Toyota Industries deal and the FSA Follow-up Council material, the Panel may revisit Supplementary Principle 4-8 ③.
• Diversity progression — assessing whether the 2-4 ① three-axis framing needs operative tightening as the 2030 deadline approaches.
• Engagement and stewardship integration — aligning with the June 2025 Stewardship Code v3.0.

The Panel's chair is Kanda; its membership includes representatives from institutional investors, academics, listed-company practitioners and securities-regulation experts. Its meetings are public and materials are posted to the FSA website. IR teams should monitor every Panel meeting in 2026 — the draft text of the next CGC revision will emerge from this body.

3. Expert Panel on the Stewardship Code

This panel produced the June 2025 Stewardship Code v3.0. Its mandate is now monitoring implementation of v3.0 and possibly drafting a v3.1 in 2027-28. The collaborative-engagement reframing and Guidance 4-2 (beneficial-ownership response policy) discussed in Post 5.7 are this panel's most important recent outputs. Its meetings are public; materials are posted to the FSA website.

4. TSE Follow-up Council on Market Restructuring

The TSE's Council of Experts Concerning the Follow-up of Market Restructuring — distinct from the FSA/TSE joint Follow-up Council — monitors the Prime/Standard/Growth implementation. Its 2024-25 docket included the cost-of-capital "Action to Implement Management Conscious of Cost of Capital and Stock Price" (Theme 4); the Growth Market continued-listing criteria revision (effective December 2025); and ongoing monitoring of the transitional-measures cliff (Theme 3.3).

As of end-July 2024, the Council reported that 86% of Prime issuers and 44% of Standard issuers had disclosed an action plan (or "under consideration") under the cost-of-capital initiative. The disclosure-list mechanism that TSE uses to publish issuer-by-issuer status (Theme 4.3) is administered through this Council.

5. FSA Disclosure WG

The Working Group on Corporate Disclosure of the FSA Financial System Council is the body responsible for statutory disclosure reform — the YUHO, semi-annual reports, and timely-disclosure regime. Its June 2022 Report introduced the per-stock cross-shareholding disclosure template that is now binding (Post 5.2). Its 4th meeting on 18 December 2025 reportedly addressed YUHO English-disclosure expansion (Post 5.1).

The WG's product flows into FSA Cabinet Office Orders, which then bind statutory disclosure. Its docket is the leading indicator of YUHO and semi-annual disclosure changes.

6. FSA Sustainability Disclosure WG

The Working Group on Disclosure and Assurance of Sustainability-related Financial Information (under the FSA Financial System Council) is the body responsible for the SSBJ-implementation roadmap. Its Interim Report (6 November 2025) and Final Report (8 January / 9 April 2026) are the operative texts for the Phase-1 March 2027 mandatory filing.

The WG's docket is the leading indicator of SSBJ disclosure, assurance, and any future double-materiality reconsideration.

7. METI Fair Acquisition Study Group

The Fair Acquisition Study Group is the METI-hosted body that produced the 31 August 2023 Guidelines for Corporate Takeovers. It was reconvened on 3 February 2026 to update the Guidelines on hostile-takeover countermeasures and preconditional TOBs (Post 5.4).

The reconvened group's output — expected over 2026-27 — will be the operative reference for any takeover-defence-related disclosure or board decision.

8. METI CGS Study Group

The Corporate Governance System Study Group is the METI-hosted body that maintains the CGS Guidelines and produces supplements on nomination, compensation and succession planning. The July 2022 revision introduced the 60-page succession-planning supplement (Post 5.6).

The Study Group's 2026 docket reportedly includes board-level capital-allocation oversight, special-committee best practice in the wake of the 2023 Takeover Guidelines, and PSU/RSU compensation design at controlling-shareholder companies. A further revision is anticipated in 2026-27.

9. MoJ Companies Act subcommittee

The Legislative Council Subcommittee on Companies Act is the Ministry of Justice body responsible for substantive Companies Act revisions. It started its current work on 23 April 2025 with a focus on beneficial-ownership disclosure.

The subcommittee's mandate is to design a Companies Act-level beneficial-ownership disclosure regime modelled on the UK's Section 793 notice — a regime that would allow Japanese listed companies to formally request, and require disclosure of, the underlying beneficial owners of nominee-held shares. This is the long-standing ACGA / foreign-investor ask discussed in Post 5.7's sidebar.

The Companies Act amendment is expected to be drafted in 2026 and adopted in 2026-27 with a phased effective date. The amendment will operate alongside (not replace) the FIEA-based 5%-rule and TOB regime.

10. TCFD Consortium

The TCFD Consortium is a private-public body co-hosted by METI, FSA and MoE. Its function in 2025-26 is transitional — supporting the migration from TCFD-aligned voluntary disclosure to SSBJ-aligned statutory disclosure. It is the body that has historically produced TCFD Guidance documents (Guidance 1.0 in 2018; Guidance 2.0 in 2019; Guidance 3.0 in 2022) and is expected to produce sectoral SSBJ-implementation guidance over 2026.

The Consortium's membership is broader than the FSA working groups, including listed-company practitioners, investors and academics. Its outputs are operationally useful for Phase-1 and Phase-2 SSBJ issuers.

A note on coordination

The ten bodies above do not operate in isolation. Cross-membership is substantial — Kanda chairs both the Follow-up Council and the Expert Panel on CGC Revision; major institutional-investor representatives sit on multiple working groups; FSA officials brief METI counterparts on parallel topics; and informal lunches and academic forums create the connective tissue.

The visible coordination mechanisms include:

• Joint FSA/TSE bodies. The Follow-up Council itself is FSA/TSE joint, which means policy framings can move directly into TSE listing-rule changes.
• METI-FSA Disclosure WG cross-pollination. METI's CGS and Fair Acquisition Study Groups produce soft-law that the FSA Working Groups then anchor in statutory disclosure or Cabinet Office Orders.
• Annual Action Programme. The FSA Action Programme synthesises the docket of multiple bodies and provides a single roadmap.
• Public consultations. Each body's outputs are typically consulted on publicly before adoption, providing a feedback loop into IR teams, institutional investors, and the engagement community.

For an IR team that wants a single bookmark to track Japanese governance policy, the FSA's "Council of Experts (Follow-up Council)" page is the structural choice. From there, the linked Expert Panels, Working Groups and Action Programmes provide the connective navigation to every other body in the architecture.

What this means for IR

1. Bookmark the FSA Follow-up Council page and the JPX equities follow-up page. These two URLs are the structural entry points to the entire Japanese governance-policy working-group architecture.
2. Read each Action Programme on publication. The Action Programme for Corporate Governance Reform 2026 — expected late June 2026 — will set the 2026-27 agenda. Every Japanese IR team should read it within 48 hours of publication.
3. Track the Expert Panel on CGC Revision. The next CGC revision will emerge from this body. Drafts of the revised text are expected in late 2026; the operative revision will likely take effect in 2027. Your CGC-comply-or-explain disclosure will need to reflect the new text.
4. Anticipate the MoJ beneficial-ownership regime. The Companies Act amendment is expected to enable Japanese listed companies to formally request beneficial-ownership information. This will materially change the engagement-letter response framework.
5. Use the working-group docket as a forward-IR-planning tool. Each body's docket is published. Reading the docket gives you 6-18 months of advance signal on what disclosure obligations, Code revisions, and statutory amendments are coming.

Sources & further reading

• FSA Council of Experts (Follow-up Council) page: https://www.fsa.go.jp/en/refer/councils/follow-up/index.html
• FSA, "Publication of the Action Programme for Corporate Governance Reform 2025" (30 June 2025): https://www.fsa.go.jp/en/news/2025/20250630-1.html
• FSA, Expert Panel on the Revision of the Corporate Governance Code (page): https://www.fsa.go.jp/en/refer/councils/revision_corporategovernance/index.html
• FSA, Working Group on Corporate Disclosure: https://www.fsa.go.jp/en/refer/councils/disclosure_wg/index.html
• FSA, Working Group on Disclosure and Assurance of Sustainability-related Financial Information: https://www.fsa.go.jp/en/news/2025/20251106/20251106.html
• TSE/JPX Council of Experts on Follow-up of Market Restructuring: https://www.jpx.co.jp/english/equities/follow-up/index.html
• METI Corporate Governance page (English): https://www.meti.go.jp/english/policy/economy/corporate_governance/index.html
• METI, "Reconvening of Fair Acquisition Study Group" (February 2026): https://www.meti.go.jp/english/press/2026/0203_001.html
• Ministry of Justice, Legislative Council page (Japanese): https://www.moj.go.jp/shingi1/housei02_index.html
• TCFD Consortium (Japanese): https://tcfd-consortium.jp/en

Next in this curriculum: The IR Toolbox — every JPX / FSA / METI / SSBJ artifact, indexed

Related posts in this theme: - 5.1 April 2025 Was a Switch, Not a Finish Line: the English disclosure mandate - 5.2 The End-Game of Cross-Shareholdings - 5.3 The Toyota Industries Deal Is the End of Keiretsu - 5.4 Hostile Is No Longer a Slur - 5.5 SSBJ in Action - 5.6 "30% by 2030" Is a Pipeline Problem - 5.7 Collaborative Engagement After Stewardship Code 3.0

Related posts in other themes: - 2.5 Code vs Guideline: when METI's CGS, GGS, Fair-M&A and Takeover Guidelines override the Code - 4.5 From Disclosure to Implementation: how the April 2026 Update rewrote the rules