Japan's Ministry of Justice Consultation on Companies Act Review

We welcome the opportunity to contribute our perspective to the Ministry of Justice's public consultation on the Interim Proposal on the Review of the Companies Act.

Norges Bank Investment Management (NBIM) is the investment management division of Norges Bank — the Central Bank of Norway — and manages the Norwegian Government Pension Fund Global. As of 31 December 2025, we managed USD 2.11 trillion (JPY 329.27 trillion) in assets, of which USD 96.22 billion (JPY 15,012 billion) was invested in shares of 1,096 Japanese listed companies. Japan is our second-largest country allocation. Corporate governance in Japan has been a consistent focus of our engagement with regulators, exchanges, and companies over many years.

The Interim Proposal covers significant ground. Some proposals, as currently structured, risk restricting rights that are foundational to effective long-term ownership. Others, if well designed, present meaningful opportunities to strengthen Japan's governance framework. Our detailed comments are set out in the Annex.

On the proposals that give us concern: the voting rights suspension mechanism gives an issuer's board unilateral power to suspend a shareholder's voting rights before any independent confirmation of a violation —we consider this disproportionate and structurally conflicted. The advance voting streamlining proposals, particularly the deemed resolution mechanism in Proposal A, risk reducing the annual general meeting to a procedural formality, especially if combined with virtual-only meeting formats. On shareholder proposal rights, we recommend retaining the current threshold and do not support any mechanism that would allow majority shareholders to raise it further through the articles of incorporation.

On the proposals we support: we welcome the beneficial shareholder identification system, subject to important design conditions on timing and purpose limitation. On board governance, we support the nominating committee reform and encourage the Ministry of Justice to go further by making a majority of outside directors a mandatory legislative requirement for all companies adopting that structure. We welcome the proposal to permit integrated filing of the business report and annual securities report, provided no disclosure is lost in the process, and encourage the Ministry of Justice to consider broader reporting consolidation as a longer-term objective.

We remain available to discuss any of the views expressed in this response and look forward to continued engagement on Japan's governance reform agenda.

Yours sincerely

Carine Smith Ihenacho
Chief Governance and Compliance Officer                                                    

Jeanne Stampe
Lead Policy Advisor