指名委員会によるCEO選任に関する役割強化 気ままなリライト169
Publicly listed companies have been increasingly prioritizing corporate governance by strengthening the role of voluntary nomination committees in board decision-making. Although many Japanese companies’ governance structures do not legally authorize these committees to appoint or dismiss top executives, investor pressure—especially from international shareholders who value transparency, accountability, and independent oversight— has pushed boards to give greater weight to the committees’ recommendations. This trend in governance reform aims to align the company’s long-term strategy with internationally recognized standards, ensuring competitiveness and attractiveness in a highly scrutinized market, without being swayed by undue influence from dominant shareholder groups.
Nomination committees have gained significant influence in major listed companies in Japan, which traditionally view them as a symbol of corporate governance. Even though these committees are established voluntarily and not required by law, over 90% of companies in the Tokyo Stock Exchange Prime Market have adopted them. While they lack statutory authority under the Companies Act and cannot legally appoint or dismiss executives, their influence is growing as boards increasingly rely on their recommendations. A survey conducted by HR Governance Leaders, a Japanese consulting firm, revealed that these voluntarily formed committees play a highly visible role in 230 major listed companies. The survey found that the average number of committee meetings rose from 4.6 in 2022 to 5.5 in 2024, with the most frequently discussed agenda item being the appointment of top executives, which appeared in 79.6% of the meetings—up from 73% in 2023. Additionally, 67.4% of respondents reported discussing succession planning for top executives, showing a 9% increase over the past two years.
Ricoh, a Japanese multinational imaging and electronics company, has demonstrated its commitment to corporate governance by ensuring its nomination committee plays an active and meaningful role. Rather than serving as a mere formality, the committee’s evidence-based recommendations have significantly influenced decision-making processes, as exemplified in April 2023 when Ricoh appointed a new CEO. This approach marked a departure from the traditional internal politics that often characterize Japanese corporate governance, where executive appointments typically relied on internal allegiances. By openly disclosing its nomination procedures and basing its decisions on transparent criteria, Ricoh not only enhanced accountability but also set a precedent for other companies. This shift is particularly significant as it demonstrates how Japanese firms can adapt their governance practices to meet globally recognized standards and investor expectations while breaking away from entrenched, opaque practices.
Ricoh’s approach has set a high standard for other companies, especially those whose governance structures limit the authority of nomination committees in executive decisions. One notable exception is Nifco, a major manufacturer specializing in industrial plastic fasteners and precision components. Unlike many companies that maintain a traditional corporate culture— where trust, internal relationships, and informal networks guide management decisions and succession planning—Nifco is shifting toward a more transparent and objective governance framework. It has voluntarily established a nomination and compensation committee to fairly assess the performance of top executives. Notably, Nifco appoints two of the three committee members from outside directors, demonstrating its commitment to bringing in independent perspectives and reducing internal bias in decision-making.
In Japan's traditional corporate governance model, the evolving role of nomination committees in response to the growing influence of international investors is a double-edged sword. On one hand, these investors frequently push for a stronger voice in board appointments, often through formal proposals or by exerting informal pressure to include more outside directors on nomination committees. However, this can sometimes conflict with the management’s established approach or long-term strategies. As international investors acquire larger ownership stakes, they wield more voting power to shape the composition and decisions of these committees. This often leads to the appointment of outside directors who align closely with investor interests, prioritizing short-term financial performance rather than the traditional, long-term governance strategies typical of many Japanese companies. Consequently, the integrity of the governance structure may be compromised, as these outside directors—though presented as independent—might actually be influenced by the very investors who supported their appointment, leading to biased oversight.