Introduction
A revised version of Japan's Corporate Governance Code (the "Code") was published on July 21, 2026 (as revised, the “Revised Code”)[1]. This is the third revision of the Code since June 2021.
The Revised Code seeks to reaffirm the original spirit of the principles-based approach adopted when the Code was first formulated, prioritizing substance over form. To that end, the Supplementary Principles under the former Code have been abolished, and matters subject to “comply or explain” have been consolidated into the categories of the General Principles and Principles, and a new category called the Interpretive Guidance has been introduced. The Revised Code also gives particular emphasis to (i) initiatives to promote growth-oriented investments, (ii) initiatives to enhance board effectiveness, and (iii) the disclosure of annual securities reports prior to general shareholder meetings (“Pre-Meeting Disclosure”).
Listed companies are expected to take action consistent with the aim and spirit of the Revised Code in light of their own circumstances and to reflect those initiatives under the Revised Code in their Corporate Governance Reports to be submitted by the end of July 2027. In this newsletter, we provide an overview of the key features of the Revised Code.
View original article here.
Authors:
Kayako Tase (Nagashima Ohno & Tsunematsu, Partner)
Ayaka Kato (Nagashima Ohno & Tsunematsu)
Endnote
[1] https://www.jpx.co.jp/equities/listing/cg/tvdivq0000008jdy-att/nlsgeu000005lnul.pdf (the original); https://www.jpx.co.jp/english/equities/listing/cg/tvdivq0000008jdy-att/b5b4pj000000jxvr.pdf (the provisional translation)