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The 2nd International Symposium of Corporate Governance

Summary of Forum of Symposium on WTO, Enterprise Development and Principles of Corporate Governance

Corporate Governance Academic Symposium
―Theory & Practice Frontiers of Corporate Governance

International Symposium on Corporate Governance--The Multinational Corporation Governance and the Principle of Corporate Governance

China & Japan International Symposium on New Institution
and Corporate Governance

China & Japan International Symposium on Management

China & Japan International Symposium on New Institution
and Corporate Governance


1.Subject of speech: Professor渡辺植樹, "game theory and evolution of institution"
(1) Once institutions come into being, they are locked and cost much to change. The order "QWERTUI" of the keyboard is not the result of optimization, and difficult to correct when it has come into being. Such is the case of Japan. In other words, it costs much to choose another institution that fits an economy with low growth rate, which is the point of professor Aoki.M.
(2) Currently, one of the strategies, as the example of prisoner's dilemma, is….

Audience's question: Would you like to give some examples to show how to use game theory to illustrate the reality?
Professor: For instance, the positive research on Japan's automobile industry. America's productive supply system is different from Japan's. It applies Williamson's vertical integration by which the process of game leads to coalition under the incomplete contracts. The result of game between the producers and suppliers mainly demonstrates itself on the product price. I employ the model "hawk and pigeon" to describe it .The result shows that whether they are cooperate or oppose suppliers have advantages in the long run.

2. Subject of speech: Professor 植竹晃久," comparative institution of corporate governance"
(1) Corporate governance system is different among America, German and Japan. They respectively are The main discrepancy lies in the explanation for the basic question, that is , who owns the company.
(2)In my opinion, in some particular aspects Japan's pattern is different from German's. Japan has many characters of stakeholder mode.
(3) Recent research is about how to apply such theories as institutional complementarity, lock-in, path dependence to explain the mechanism of using outside pressures to change the present pattern.
Audience's question: Would you like to explain further what you have mentioned about the trend of reference one another between German's patter and America's pattern.

Professor: This is what we have found in the positive research. Recently, German's pattern indeed has paid attention to absorb the characters of America' patterns, emphasizing stock market and shareholders. After Enron Event,America has reviewed its pattern and recognized that it excessively relied on market mechanism and ignored other constraints, and thus pays attention to stakeholder mode.

3. Subject of speech: Professor谷口和弘, "comparative institution analysis"
I mostly cooperate with professor Aoki.M and study the theories of comparative institution analysis. We believe that comparative institution analysis comes from the combination of the theory of institutional design and the theory of institutional evolution. We believe that institution is a self- maintenance system of common beliefs about how a game works. Institutions are complimentary one another, and they form a larger system by such complimentary relationship. Institutions are different to change, and they exist with diversity.
Audience's question: I know you have translated into Japanese professor's new book "comparative institution analysis", would you like to outline the essence of the theory of Aoki.M exoterically.

Professor: I have mentioned above that generally speaking, the theory of institutional design emphasize the design the rules of game, while the theory of institution evolution emphasize the equilibrium of game theory as a evolutionary character of a kind of conventions, and that comparative institution analysis is the combination of rules and equilibrium. Common belief and the concept of equilibrium are two very important concepts to understand our theory.

4.Doctor Jianbiao Li, "Corporate governance mechanism of information-based agent"
My opinion is that companies can be view be as a nod of information, and asymmetrical information is a normal element of transaction process. When the constraint of information sources change, the institutional assignments of corporate governance change from classical firm, to Chandler's big firms, to modern corporations. So, I argue the definition of stakeholders depends on their specific asset.

5. Subject of speech: Professor西藤輝, "rules of corporate governance and research on Japan's realistic problems"
corporate governance is called "企业统治". The meaning of domination is comparatively strong. This kind of translation into Chinese should be discussed. During the past 40 years' practical work, I have always been thinking about the problem of corporate governance. Operators are of central dominion, but shareholders secondary dominion. This is the definition of professor Wei-an Li of HITOTSUBASHI University. In America, shareholders' rights are sovereign,but employees just work without dominion. I think the idea of an enterprise is the basis for its operation. There are both agreements and differences between Japan's enterprise and America's. Japan's enterprise pays attention to the whole interest of the enterprise and workers. In contrast, America's enterprise puts shareholders at the highest place. Many aspects of Japan's corporate governance need improvement. The structure of owners of the company is changing. In 1999 foreigners own 12.4% of the stock, and the trend continues. The introduction of exterior director has been put in the agenda. In the past ten years, a number of companies probably lost much except Toyota that made a great development. Nissan was not as good as Toyota. With conservative culture, when the operation went wrong it immediately borrowed money from the major bank. In 1985, it borrowed 1.7 trillion yen,in 1995, 2.7 trillion yen。None of the aims of Nissan's new president was realized. The DISPLY of corporate governance is not enough. While Toyota separated production from sell, Nissan's pressure to sell is not enough. The enterprise ethical culture is also different between America and Japan.

Audience's question: Would you like to make a further explanation from your own experience?

Professor: I have been worked there for 40 years. Sumitomo has a history of 400 years, and its founders make its ordinance. Corporations are corporations of society. Japanese customs consider families as the most important. The operation of Japanese enterprise emphasizes seniority. All of these resulted in top managers' arbitrariness,excessive attention to corporate performance, and low fidelity of directors to enterprises.
Audience's question: Recently while we noticed Enron event in US., we also heard the scandal of some Japan's companies. What do you think about their problems of corporate governance?
Professor: Yes. There appeared some unpleasant events of Japan's companies. I think there are some reasons for them. It is the optimization of private interest that causes these events to happen in America, but not in Japan. For Japan, according to my research, the main reason lies in the weakness of corporate governance. It was reported that there was wrongful relations between Japan's company and総会屋. Such wrongful relations as collusion, bribe and issue of false account books also exist in some famous companies. The victims of Snow Milk amount to 1000. It is also an enterprise with history in Japan. Overconfidence, hiding up after the event happened and weak management capacity resulted in the fall of the stock value and close of 4 factories were closed. Defects of corporate governance are drawing more attention in Japan.

Audience's question: what causes the structure of ownership to change?
Professor: The lower price of stock is one of the most important reasons.

Audience's question: How to guarantee the independence of the independent director?
Professor: The exterior director in Japan is superficial, and not easy to work efficiently. It is improving continually and recently there is a change in law about it. In addition, there is no person with this kind of ability.

Audience: What about the Toyota's new structure of corporate governance?
Professor: Decreasing the numbers of directors may speed up the process of decision-making. The board of director of Toyota has 56 directors, and 9 vice presidents. Toyota is a typical company in Japan. But its DISPLE is very good, and is improving continuously. And life employment is very important, which is the symbol of Toyota. Harvard business review says that others cannot learn Toyota's pattern.

6.Subject of Speech: 佐久間賢, "positive research on the effect of the leadership of an organization"

From microeconomic view, I'll say something about inside corporate governance. It is about the definition and implication of the organization, the theory of leader and the formation of authority. Do several men form an organization if they climb the hill together?

Audience's question: Would you like to talk about your Superior-subordinate model?

Professor: I feel the relationship of superiors and subordinates of Japanese companies is not as harmonious as in 1980's. I built a comparatively complete theory structure to explain this phenomenon, and spent a whole year to make questionnaire and two years on investigation, including the investigation in China. By now, I have got some valuable conclusions.





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