【Reference】
Status of Response to Revision of the Corporate Governance Codeand Disclosure Status of Activities of Boards of Directors,
Nomination Committees and Remuneration Committees

Tokyo Stock Exchange, Inc.
December 2, 2019

*This English translation is for reference purpose only.

Ⅰ．Status of Response to Revision of theCorporate Governance Code2

Status of compliance or explanation
(Compared to Dec, 2018)
In the First Section (2,148 companies), Companies that are in compliance with all 78 principles:
21.3%（457 companies）+3.1pt Companies which explained reasons for non-compliance with some principles: 78.7%（1,691 companies)-3.1ptNumber of principles companies complied with
90% or more
65.4%（1,404 companies ）-1.8ptLess than 90％:13.4%（287 companies ）-1.3ptFull Compliance
全原則コンプライTSE 1stSection

18.1%

N = 2,128
companies（386 companies ）（1,429 companies ）2019年7月
Jul, 2019

21.3%

65.4%

N = 2,148
companies 0%（457 companies ）（1,404 companies ）

67.2%

10%

20%

1.2%

N = 493
companies

2019年7月
Jul,2019

30%

10%

20%

30%

40%

10%

20%

50%

60%

70%

80%

100%

40%

90%

100%

19.4%

（1,721 companies ）（508 companies ）

64.7%

17.8%

（1,705 companies ）30%90%（181 companies ）65.7%（463 companies ）

0%

80%

（195 companies ）（301 companies ）17.6%

N = 2,636
companies

70%

37.1%

（392 companies ）Jul, 20192019年7月

60%（287 companies）

39.6%

15.0%

N = 2,621
companies

13.4%

61.7%

（6 companies ）Dec, 20182018年12月

50%（313 companies ）（292 companies ）

1.2%
0%

40%

14.7%

59.2%

（6 companies ）N = 488
companies

Total＜ 90% Compliance
コンプライ90%未満

Dec, 20182018年12月

Dec, 20182018年12月

TSE 2ndSection≧ 90% Compliance
コンプライ90%以上

50%

60%

（468 companies ）70%Ⓒ2019 Tokyo Stock Exchange, Inc. All rights reserved.

80%

90%

100%

3

Status of compliance with newly established andrevised principles
Principle

Summary of newly established and revised principles

Principle 1-4

Disclosure of policies and approaches regarding the reduction of cross-shareholdings,
assessment of whether or not to hold individual cross-shareholdings and disclosure of thisassessment, establishment and disclosure of specific standards on voting rights

Compliance rate (compared to Dec, 2018)
1st Section

2nd Section

Total

89.5%(+3.0pt)

84.2%(+1.5pt)

88.5%(+2.7pt)

Supplementary Prohibition of hindering with sales of cross-shareholdings through means such as implying aPrinciples 1.4.1 possible reduction of business transactions

99.5%(+0.1pt)

99.8%(-0.0pt)

99.5%(+0.0pt)

SupplementaryEnsuring the economic rationale of transactions with cross-shareholders
Principles 1.4.2

99.7%(-0.0pt)

99.8%(+0.2pt)

99.7%(+0.0pt)

95.7%(+0.2pt)

94.3%(+0.8pt)

95.4%(+0.3pt)

93.6%(+0.9pt)

88.5%(+2.5pt)

92.6%(+1.2pt)

Supplementary
Documentation including disclosures in compliance with relevant laws and regulations
Principle 3.1.1

99.6％（+0.0pt）

99.8%（+0.4pt）

99.6%（+0.1pt）

Supplementary Involvement in the establishment and implementation of a succession plan for the CEO andPrinciple 4.1.3 other top executives and oversight on the systematic development of succession candidates

71.4%(+0.9pt)

59.0%(-1.6pt)

69.1%(+0.5pt)

Supplementary Design of remuneration system in accordance with objective and transparent procedures
Principle 4.2.1 for the remuneration of management and determining actual remuneration amounts

73.1%(+3.2pt)

50.4%(+1.5pt)

68.9%(+2.9pt)

Supplementary
Appointment of the CEO in accordance with objective, timely, and transparent procedures
Principle 4.3.2

85.5%(+1.3pt)

78.7%(-0.0pt)

84.3%(+1.1pt)

Supplementary Establishment of objective, timely, and transparent procedures for the dismissal of the CEO
Principle 4.3.3 when it is determined that the CEO is not adequately fulfilling the CEO’s responsibilities

84.4%(-2.0pt)

78.5%(-5.1pt)

83.3%(-2.5pt)

Appointment of a sufficient number of independent directors at companies that believe theyneed to appoint at least one-third of directors as independent directors
Establishment of independent advisory committees such as an optional nomination
Supplementarycommittee or remuneration committee to which independent directors make significant
Principle 4.10.1
contributions
Constitution of board that achieves both diversity, including gender and international
experience, and appropriate size, and the appointment of persons with appropriate
Principle 4.11
experience and skills as well as necessary knowledge on finance, accounting, and the law askansayaku

93.3%(+2.0pt)

74.2%(+4.8pt)

89.8%(+2.6pt)

56.1%(+4.1pt)

32.6%(+0.7pt)

51.8%(+3.5pt)

72.7%(+2.7pt)

65.6%(+1.1pt)

71.4%(+2.5pt)

83.6%(+0.9pt)

69.9%(+2.7pt)

81.1%(+1.3pt)

Principle 2.6
Principle
3.1

Support as sponsor companies to ensure that corporate pension funds perform their roles
as asset owners and management of conflicts of interest
Disclosure of the policies and procedures for the dismissal of the senior management andexplanations with respect to the individual dismissals

Principle 4.8

Principle 5.2

Articulation of cost of capital and review of business portfolioⒸ2019 Tokyo Stock Exchange, Inc. All rights reserved.

4

Status of compliance with all principles (TSE 1st Section)
Principle
GeneralPrinciple 1
Principle 1.1
Supplementa
ry Principle
1.1.1
1.1.2
1.1.3
Principle 1.2
Supplementa
ry Principle
1.2.1
1.2.2
1.2.3
1.2.4
1.2.5
Principle 1.3
Principle 1.4
Supplementa
ry Principle
1.4.1
1.4.2
Principle 1.5
Supplementa
ry Principle
1.5.1
Principle 1.6
Principle 1.7
GeneralPrinciple 2
Principle 2.1
Principle 2.2
Supplementa
ry Principle
2.2.1

Complia
nce rate

Compared to Dec,
2018

99.95%

0.0%

99.95%

-0.0%

99.5%

0.2%

99.9%
100.0%
99.7%

0.0%
0.0%
0.0%

99.95%

0.1%

97.9%
99.3%
54.4%
95.8%
98.3%
89.5%

-0.1%
0.3%
1.7%
0.0%
0.1%
3.0%

99.5%

0.1%

99.7%
100.0%-0.0%
0.2%

100.0%

0.0%

100.0%
99.9%

0.0%
0.0%

99.95%

0.0%

99.95%
99.9%

0.0%
0.0%

99.4%

0.1%

Principle

Compliance
rate

Principle 2.3 99.7%
Supplementa
ry Principle
99.7%
2.3.1
Principle 2.4 99.6%
Principle 2.5 99.9%
Supplementa
ry Principle
97.8%
2.5.1
Principle 2.6 95.7%
General
99.9%
Principle 3
Principle 3.1 93.6%
Supplementa
ry Principle
99.6%
3.1.1
3.1.2
78.8%
Principle 3.2 100.0%
Supplementa
ry Principle
98.3%
3.2.1
3.2.2
99.6%
General99.95%
Principle 4
Principle 4.1 99.9%
Supplementa
ry Principle
99.7%
4.1.1
4.1.2
88.4%
4.1.3
71.4%
Principle 4.2 92.7%
Supplementa
ry Principle
73.1%
4.2.1
Principle 4.3 99.6%

Compared to Dec,
2018

0.0%

-0.0%
-0.0%
0.0%
0.1%
0.2%
-0.0%
0.9%
0.0%
-0.1%
0.0%
0.1%
-0.0%
0.1%
0.7%
0.1%
-0.4%
0.9%
1.1%
3.2%
0.1%

Principle

Compliance
rate

Supplementa
ry Principle
98.3%
4.3.1
4.3.2
85.5%
4.3.3
84.4%
4.3.4
99.9%
Principle 4.4
99.9%
Supplementa
ry Principle
99.6%
4.4.1
Principle 4.5 99.95%
Principle 4.6
99.6%
Principle 4.7
99.6%
Principle 4.8
93.3%
Supplementa
ry Principle
93.6%
4.8.1
4.8.2
92.1%
Principle 4.9
97.9%
Principle 4.10 93.5%
Supplementa
ry Principle
56.1%
4.10.1
Principle 4.11 72.7%
Supplementa
ry Principle
96.2%
4.11.1
4.11.299.9%
4.11.3
83.6%
Principle 4.12 99.95%
Supplementa
ry Principle
99.3%
4.12.1Compared to Dec,
2018

0.3%
1.3%
-2.0%
-0.0%
0.0%
0.1%
0.0%
0.1%
0.1%
2.0%
0.1%
0.3%-0.1%
0.6%

Principle

Principle 4.13
Supplementary Principle
4.13.14.13.24.13.3
Principle 4.14
Supplementary Principle
4.14.14.14.2
GeneralPrinciple 5
Principle 5.1
Supplementary Principle
5.1.1
5.1.2
5.1.3
Principle 5.2

Compliancerate

Compared to Dec,
2018

99.95%

0.5%

100.0%

0.0%

100.0%
100.0%
99.4%

0.0%
0.0%
0.1%

99.6%

0.0%

98.6%

-0.0%

99.9%

0.0%

99.4%

0.0%

99.9%

0.0%

99.4%
99.7%
83.6%

0.0%
0.0%
0.9%

4.1%
2.7%
0.2%
-0.0%
1.1%
0.1%

Compliance rate of100%
Compliance rate of 90%
or moreCompliance rate ofunder 90%

0.1%

Ⓒ2019 Tokyo Stock Exchange, Inc. All rights reserved.

5

Target of aggregation
 The figures for July 2019 have been aggregated based on disclosures on thestatus of response to the code in corporate governance reports submitted bycompanies listed on the first and second sections (2,636 companies) of the TSE by
July 12, 2019.
 The figures for December 2018 have been aggregated based on disclosures on thestatus of response to the code in corporate governance reports submitted bycompanies listed on the first and second sections (2,621 companies) of the TSE by
December 31, 2018.
[Status of disclosure on status of response to the code by market segment]
Marketsegment

Number of disclosing
companies
July
2019

December
2018

TSE 1st Section

2,148

2,128

TSE 2nd Section

488

493

Mothers

291

275

JASDAQ

712

725

3,639

3,621

Total

Scope of compliance or explanation

All 78 principles

General Principles: 5Principles: 31 principles
SupplementaryPrinciples: 42 principles

General Principles: 5 principlesⒸ2019 Tokyo Stock Exchange, Inc. All rights reserved.

6

【Reference】
Ensuring diversity in the board of directors
Among JPX Nikkei 400 component companies,
 63% of companies have appointed female directors（Compared to Dec, 2018:＋10pt）
 17％ of companies have appointed directors with a foreign nationality （ Comparedto Dec, 2018: +2pt）

Number of directors with a foreign nationality*(JPX Nikkei 400)

Number of female directors(JPX Nikkei 400)

*Limited to people who can be determined to have a foreign
nationality from the name notation

July, 20192%

July, 2019

Total:63%
14%(Compared to Dec,
2018: +10pt)

1% 10%

37%

43%

47%

December, 2018

(Compared to Dec,
2018: +2pt)

10%

2% 3%
10%

3 people or more
3人以上

46%

Total:17%

2%5%

3人以上
3 people or more

2 people
2人

2人
2 people

1 person
1人

1人
1 person

0人
0 people85%

0人
0 people

83%

December, 2018
Ⓒ2019 Tokyo Stock Exchange, Inc. All rights reserved.

※As of August 20197

Ⅱ． Disclosure Status of Activities ofBoards of Directors, Nomination Committees
and Remuneration Committees

8Disclosure status of activities of boards of directors,
nomination committees and remuneration committees
The figures have been aggregated based on disclosures on activities of boards ofdirectors, nomination committees and remuneration committees in corporate governancereports submitted by TOPIX 100 component companies (101 companies) by July 12, 2019according to the revision of the preparation guidelines for corporate governance reports inFebruary.
Activities of boardsof directors

Activities ofnominationcommittees

Activities ofremunerationcommittees

Companies describing frequency ofmeetings

47 Companies（46.5%）

46 Companies（52.9％）

45 Companies（51.1％）

Companies describing overall attendance

39 Companies（38.6％）

26 Companies(29.9%)

26 Companies(29.5%)

Companies describing attendance of eachmember27 Companies（26.7％）

22 Companies（25.3%）

21 Companies（23.9社）

Companies describing roles andresponsibility of board or committee

88 Companies（87.1％）

78 Companies(89.7%)

79 Companies（89.8％）

Companies describing what was
discussed in the previous fiscal year

11 Companies（10.9%）

25 Companies（28.7%）

24 Companies（27.3％）（Note）Figures in parentheses represent the ratio of companies describing the status of each item to companies that haveboard of directors (101 companies), nomination committees (87 companies) and compensation committees (88 companies),
respectively.

Ⓒ2019 Tokyo Stock Exchange, Inc. All rights reserved.

9