Going hybrid A special report on business in Japan December 1st 2007
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Going hybrid Also in this section
Message in a bottle of sauce Japan’s corporate governance is changing, but it’s risky to rush things. Page 3
Still work to be done Japan’s labour market is becoming more ex- ible, but also more unequal. Page 6
Not invented here Entrepreneurs have had a hard time, but things are slowly improving. Page 8
No country is an island Japan is reluctantly embracing globalisation. Page 10
JapAnglo-Saxon capitalism Have Japanese business practices changed After 15 years of gloom, Japan’s companies have emerged with a new, enough? Page 13 hybrid model a bit closer to America’s, says Tom Standage
NCE it was the Walkman. Then it was omy as a whole (see chart 1, next page). Jap- Othe PlayStation. Today it is the Toyota anese rms have restructured, paid down Prius that epitomises Japan’s technologi- their debts and are now posting record pro- cal and industrial prowess. Built by Japan’s ts. The banking system has been cleaned largest company, which is now on the up. Yet despite this progress, Japan still verge of becoming the world’s largest car- faces huge problems. maker, the Prius is a hybrid car propelled Government debt, at around 180% of by the combination of a petrol engine (for GDP in the current scal year, is the highest range) and an electric motor (for energy- for any developed economy (see chart 2, e ciency). The Prius was the rst commer- next page). The government will soon cial hybrid car and has become by far the have to raise consumption taxes just to most successful, with sales of over 1m stop the debt from growing. Japan also since its launch in 1997. Although that is a faces a painful demographic squeeze as its modest gure compared with Toyota’s an- population ages and the workforce starts nual output of around 8m vehicles, it has to shrink. This will put a premium on in- transformed the company’s image. Toyota creasing labour-productivity growth, is now known for greenery and innova- which at 1.2% is only half the OECD aver- tion as well as manufacturing e ciency. age, largely thanks to the hugely ine cient But the Prius also symbolises another service sector, which accounts for 70% of transformation: that of Japan itself. Just as GDP and two-thirds of employment. Ja- a hybrid car combines the distinct advan- pan’s average labour productivity in ser- tages of petrol and electric propulsion sys- vices fell from 88% of the American level in tems, Japan has been developing a new 1993 to 84% in 2003. This highlights an- hybrid model of capitalism that brings to- other of Japan’s problems: its two-tier Acknowledgments gether aspects of the old Japanese model, economy, made up of an e cient, global- In addition to the people named in this report, the author would like to thank Bill Emmott, Chikatomo Hodo, Graham which ran into trouble in the early 1990s, ised manufacturing sector and an inef- Davis, Harold Meij and Endymion Wilkinson. with carefully chosen elements of the cient, inward-looking services sector. more dynamic American or Anglo-Saxon Japan also risks losing its edge in inno- A list of sources is at variety of capitalism. The resulting hybrid vation. Although it spends far above the www.economist.com/specialreports model has been adopted by many rms OECD average on research and develop- and has already helped to transform Ja- ment (R&D) as a share of GDP, this money An audio interview with the author is at pan’s fortunes. After wrenching political is not always put to good use. The Science www.economist.com/audio and corporate reforms, the country in 2002 Council of Japan estimates that Japan’s emerged from over a decade of economic R&D is only about half as e cient as Eu- A country brie ng on Japan is at stagnation. Since then the recovery, origi- rope’s and America’s. Entrepreneurial www.economist.com/japan nally export-led, has spread to the econ- start-ups account for only around 4% of1 2 A special report on business in Japan The Economist December 1st 2007
2 rms in Japan, compared with 10% in Eu- ders consolidation among Japanese rms, rope and over 14% in America, and Japan which is necessary if they are to become Weighed down 2 comes bottom in several rankings of entre- more globally competitive. It prevents the Government debt as % of GDP, 2007 estimate preneurship. Despite the might of its big e cient redeployment of labour and a exporters, Japan is also a laggard in global- proper use of women and elderly workers, 0 50 100 150 200 isation, with the lowest levels of foreign di- which will be vital if Japan is to cope with Japan rect investment, imports and foreign work- its ageing population and shrinking work- Italy OECD ers in the . With a domestic market force. The old model hampers entrepre- France that o ers little scope for growth, Japan is neurship and innovation in small compa- missing out on opportunities overseas. nies, an important component of a Germany dynamic and responsive economy. All of Canada Time for a new model this acts as a brake on growth. At the same United States Its old industrial model, which formed the time, Japan needs to become more closely Britain basis of the Japanese miracle in the sec- integrated into the global economy, both Spain ond half of the 20th century, was devised to gain access to fast-growing foreign mar- Source: OECD under very di erent circumstances: high kets and to enable competition from for- growth and a pyramidal population struc- eign rms to spur improvements in the ture, with far more young people than old, stodgy services sector. That is why a new, of doing things, at least in some areas and notes Atsushi Seike, a labour economist at more exible model is needed. in some companies. You pick and choose Keio University in Tokyo. This old model In the late 1990s, when Japan had en- which bits you adopt, says Hirotaka Ta- was founded on three main elements: rst, dured almost a decade of stagnation, the keuchi, dean of the school of corporate lifetime employment, in which workers American model seemed to have all the strategy at Hitotsubashi University. Japan spend their entire career at the same rm, answers a reversal from the 1980s, when has tilted more towards the Anglo-Saxon slowly working their way up the ranks; American rms were trying to emulate the model, but wants to go its own way. The second, seniority-based pay, which links seemingly unstoppable Japanese model. debate is about how far to tilt. wages to length of tenure rather than abil- America’s economy was booming, fuelled Sir Howard Stringer, the rst non-Japa- ity; and third, company-speci c unions, by a ourishing technology industry. Its nese boss of Sony, the Japanese electronics which promoted close co-operation be- approach seemed more successful at pro- giant, embodies the attempt to combine tween unions and management. moting innovation and growth in the in- Japanese and Anglo-Saxon approaches. Another typically Japanese practice ternet era, and its vibrant start-up scene In our company, as in others, there was a was a close relationship with a main was a far cry from Japan’s staid big-com- lurch towards the Western model, he bank and other companies organised into pany capitalism. says. My job is to manage that without corporate groups known as keiretsu, So policymakers rewrote corporate law alienating Japanese sensibilities. Some of bound together by a web of reciprocal to allow Japanese companies to adopt an the virtues of the Japanese model have to cross-shareholdings. The old model was American-style model of corporate gover- be retained. It is a balancing act, some- well suited to the times: it delivered social nance, and some companies began to times stimulating, sometimes frustrating, stability and cohesion as Japanese work- adopt Anglo-Saxon practices such as per- but there is merit on both sides. It helps ers pulled together to catch up with West- formance-based pay, share options, out- that he is a foreigner but not an American, ern nations, and helped Japan to become side directors, promotion based on ability, admits Welsh-born Sir Howard. the world’s second-biggest economy. pursuit of shareholder value and hiring But the population structure has new employees in mid-career. The bank- Finding the right balance changed beyond recognition and Japan is ing system was recapitalised, cross-share- But now that the economy is growing no longer a developing country, so the old holdings were unwound and companies again, there is much debate about whether model no longer ts and many of its embarked on a programme of restructur- Japan has found the right balance or strengths have become weaknesses. It hin- ing. But a funny thing happened on Ja- whether more reform is needed or even pan’s way to the American model it never whether it is time to reinstate some of the got there, observes Steven Vogel, a politi- old ways. After the departure of Junichiro A modest recovery 1 cal scientist at the University of California, Koizumi, the charismatic and reformist Japan’s GDP, % change on previous year Berkeley. Many of the reforms met with prime minister who held o ce between opposition and were scaled back. Then the 2001 and 2006, there is a sense that the po- 6 dotcom crash and the Enron scandal litical momentum for change has been caused the American model to lose its lus- lost. Instead, there is growing concern that tre, to the delight of Japan’s old guard. the spoils of the recovery have not been 3 Instead, forward-looking Japanese equitably distributed, and that inequality + rms have devised a hybrid model that is rising a worrying phenomenon for a combines elements of both the old Japa- society in which 75% of people once identi- 0 nese and the Anglo-Saxon model. We ed themselves as middle-class. – have been going through a process of trial There has been a backlash recently, and error, of what to change and what not particularly since we recovered from the 3 to change, says Fujio Cho, the chairman recession, says Mr Seike. This contributed 1990 95 2000 05 07* of Toyota. The e ect has been to move Ja- to the fall of Mr Koizumi’s successor, Sources: National statistics; The Economist *Estimate pan somewhat closer to the American way Shinzo Abe, who resigned in September.1 The Economist December 1st 2007 A special report on business in Japan 3
2 Japan’s new prime minister, Yasuo Fu- for the hybrid model, which pays more at- Marra, a Japan specialist at A.T. Kearney, a kuda, said in his rst policy speech in Octo- tention to shareholders at the expense of consultancy. Japan is at a potential tip- ber that in promoting structural reform, other stakeholders in a company in par- ping point for the next few years. we have seen disparity and other pro- ticular, its employees. There is obvious Yet despite the current political paraly- blems surface. He was committed to fur- ambivalence about the adoption of Amer- sis, reform has taken on its own momen- ther changes, he said, but would also ad- ican practices at Nippon Keidanren, Ja- tum. The slow drip of legal and regulatory dress the inequalities arising from pan’s conservative big-business assoca- changes, many of them passed by previ- previous reforms. tion, which has campaigned to slow the ous administrations or introduced by Ja- Japan is now at a crucial stage. Owing pace of reform. When there are two mod- pan’s powerful bureaucracy, continues. to the recent resurgence of the Japanese els, says Masakazu Kubota, Keidanren’s Individually, some of them do not amount economy, support for reform is beginning managing director, globalisation means to very much, but collectively they add up to fade and the future of Japan can be said the more competitive model will prevail. to a change in the Japanese business envi- to be hanging in balance, notes a report Unfortunately, the most competitive sys- ronment. Retrospectively, the changes from Keizai Doyukai, a business lobby. tem is in the United States, he says. during the past decade were signi cant, Much of the political wrangling in Japan, In part, Keidanren is trying to shield its and we are a di erent country now in and the various takeover battles and more dinosaur-like members from reform. many respects, says Mr Hasegawa. showdowns between activist investors But its scepticism re ects a wider concern. This special report will look at four of and corporate executives, can be seen as Japanese companies are social institu- the most important areas of change: cor- part of the debate about how much more tions, providing social cohesion and tak- porate governance, the labour market, the Japan needs to change, and how large a ing on many roles that in other countries climate for entrepreneurs and innovation, component of American or Anglo-Saxon are performed by the state. By contrast, the and Japan’s response to globalisation. It capitalism ought to be incorporated into Anglo-Saxons view companies as money- will examine what has changed and what the new hybrid industrial model. Japan making machines that can be freely has not; how and where Japan has struck has to Anglo-Saxonise, but in a Japanese bought, sold, merged and dissolved in or- compromises between the Japanese and way, says Yasuchika Hasegawa, the vice- der to maximise returns to shareholders. Anglo-Saxon models; how widely the chairman of Keizai Doyukai. Japan has to What makes Japan interesting is that it’s a new hybrid model has been adopted; and nd its own capitalism style. society having a debate about shareholder whether it will be able to solve Japan’s Not everyone shares his enthusiasm versus stakeholder capitalism, says David many problems. 7 Message in a bottle of sauce
Japan’s corporate governance is changing, but it’s risky to rush things
T WAS not a storm in a teacup but a battle tenstein, Steel’s boss, insisted that Steel forecast pro t of ¥500m. Iover a bottle of sauce. The ght during had a long-term commitment to Bull-Dog. The Bull-Dog saga was a litmus test for 2007 for Bull-Dog Sauce, a Japanese condi- But on a visit to Tokyo to meet Bull-Dog’s attitudes to shareholder capitalism. Those ment-maker with 27% of the sauce market, management, he made matters worse by who believe that companies should be run cast into sharp relief the con ict between saying he planned to educate and en- to maximise the returns to shareholders no-holds-barred Anglo-Saxon capitalism lighten Japanese managers about Ameri- thought that shareholders should have ac- and the traditional Japanese approach to can-style capitalism. cepted Steel’s generous o er; but those corporate governance. At its shareholder meeting in June, Bull- who hold the traditional Japanese view The supposed villain of the piece was Dog proposed to enact a poison pill de- that companies are social communities, Steel Partners, an American investment fence that involved issuing three new not baubles to be bought and sold, disap- fund that since 2000 has invested more shares for every existing share to all share- proved of Steel’s treatment of a venerated than $3 billion in some 30 Japanese com- holders except Steel, which would in- 105-year-old company. panies. Having built up a 10% stake in Bull- stead receive cash, diluting its original Both sides have a point. Japanese com- Dog, Steel launched a takeover bid in May, stake. Mr Lichtenstein gave warning that panies have neglected their shareholders o ering to buy all outstanding shares in the poison pill could set a dangerous prece- for too long. But, says Gerald Curtis, a Ja- the company for around $260m, a 20% pre- dent and deter investment in other Japa- pan-watcher at New York’s Columbia Uni- mium over the share price at the time. Bull- nese companies. But that, of course, was versity, Steel’s heavy-handed, at-footed Dog’s management opposed the bid. the whole idea. The poison-pill motion approach has made it more di cult for Why us? lamented the rm’s managing was passed, and although Steel mounted a others to argue that companies should pay director, Masaomi Tamiya. Steel was ac- legal challenge, Bull-Dog’s right to use the more attention to their shareholders. A cused of being a greenmailer a preda- device was upheld by the courts. So the for- lot of Japanese in the business and nan- tor that buys a large share in a company, eign investors were thwarted, but at great cial community are mainly mad at Steel threatens to take it over and then agrees to cost to Bull-Dog, which said it expected to because they make it more di cult for Ja- drop its bid and sell its stake back to the make a loss of ¥980m ($8.3m) for the year pan to do what it has to do, says Mr Curtis. company at a hefty premium. Warren Lich- to March 2008, rather than the previously For one thing, Japanese rms tend to sit1 4 A special report on business in Japan The Economist December 1st 2007
2 on piles of money: the cash and securities they hold amount to 16% of gross domestic product, compared with a long-term aver- age in America of around 5%. And Japa- nese companies’ average return on equity is only around 9%, compared with 14-17% in America and Europe. Under a previous by the two companies’ boards. Ichigo, tivists halfway. Japan is gradually coming set of rules, dividend payments were which held a 13% stake in Tokyo Kohtetsu, to appreciate the bene ts that activist in- taxed whereas capital gains were not, so approved of the logic of the deal but felt vestors can provide, says Shoichi Niwa of Japanese investors were more interested in that the proposed share-swap short- RECOF, a specialist mergers-and-acqui- share-price gains than in dividends; but changed Tokyo Kohtetsu’s shareholders. sitions consultancy. those rules no longer apply. And the pro- Some foreign activist investors are also portion of Japanese shares held by foreign taking a more subtle approach. The Chil- Learning to love M&A investors has increased hugely, from 5% in dren’s Investment fund (TCI), for instance, Japanese rms are also changing their atti- 1990 to 28% now. Both these changes have which has a 10% stake in J-Power, an elec- tudes towards M&A. The pace is picking up increased the pressure on companies to trical utility, earlier this year pressed the (see chart 3) and the nature of the deals is use any excess cash to increase dividends, company to triple its year-end dividend. changing. For most of the past decade, says or to buy back shares to boost prices. TCI’s boss, Christopher Hohn, began his Mr Niwa, M&A deals involved mainly do- Foreign investors have been demand- letter to shareholders by apologising for mestic rms as they restructured and spun ing this for years, but domestic investors writing to them out of the blue, then care- o non-core subsidiaries. But then the are now following suit. A pioneer in this fully explained why he thought that J- merger activity spread to the core busi- eld was Japan’s most famous activist in- Power needed to do better. The company nesses themselves, with consolidation in a vestor, Yoshiaki Murakami, a colourful responded with a letter of its own, and in number of industries including oil, steel, and controversial gure who in July was June TCI’s resolution was defeated. TCI banking, insurance, pharmaceuticals and found guilty of insider trading and sen- trod carefully and decided to lose round retailing. In the past two years Japanese tenced to two years in prison. Although Mr one gracefully, says Mr Marra approv- rms have also made more acquisitions Murakami plainly went too far, he helped ingly. Investors who recognise that Japan abroad. These are not the trophy assets of make the case for a greater emphasis on is still getting used to a more activist ap- the late 1980s, but strategic purchases by shareholder returns. Japan’s Pension Fund proach (rather than treating Japanese rms Japanese rms to make themselves more Association, a quasi-governmental body in the same way they would treat Ameri- globally competitive: Nippon Sheet Glass that oversees investments worth more can ones) will reap bene ts in the long bought Pilkington, Japan Tobacco bought than $100 billion, said this year that it term, he says. Gallaher and Toshiba bought Westing- would press rms to pay higher dividends Japanese managers may not nd it easy house, for example. and would vote against directors of com- to switch their attention to shareholder Changes in Japan’s corporate law acted panies making inadequate returns. value, but the trend towards greater share- as catalysts. In 1999 it became possible to Another example of an investor exert- holder activism is clear. This year around buy other rms using shares; in 2000 it be- ing pressure involves Sparx Group, a Japa- 30 companies have faced shareholder came easier for companies to spin o non- nese investment fund that was the largest resolutions, double the 2006 gure. Many core divisions. Accounting rules were also shareholder in Pentax, a camera-maker. In of them demanded higher dividend changed, forcing companies to produce April Pentax changed its mind over an payouts. All such resolutions were de- consolidated statements and disclose agreed takeover o er from another Japa- feated, notes Steven Thomas of UBS, an in- cash ow gures and making it harder to nese rm, Hoya, the world’s biggest pro- vestment bank, but in many cases compa- hide poorly performing subsidiaries. An- ducer of optical glass, and ousted the com- nies subsequently introduced their own other rule change requires companies to pany’s president who had devised the resolutions to increase dividends by a list assets at market value, which makes it deal. But Sparx, along with other investors, smaller amount, in e ect meeting the ac- easier to work out whether a company’s felt that being bought by Hoya would be market capitalisation is lower than the the best option for Pentax as well as for its value of its assets (not uncommon in Ja- shareholders, so it got the ousted president Getting the hang of it 3 pan). There have been very drastic reinstated, prompting the Pentax board to M&As involving Japanese companies, number changes in this area in the past ten years resign. The deal went ahead on improved 3,000 more drastic than anything seen before, terms. Sparx prevailed by handling the says Mr Niwa. situation delicately. That’s their style not 2,500 With each change, the rate of deal-mak- to put up a loudspeaker, says David ing picks up. The latest one, which took ef- 2,000 Marra of A.T. Kearney. fect in May, covers triangular mergers in Similarly, in February another Japa- 1,500 which a foreign rm uses its own shares, nese investment fund, Ichigo Asset Man- via a Japanese subsidiary, to buy a Japa- agement, successfully persuaded share- 1,000 nese rm. The rst triangular deal, the holders in Tokyo Kohtetsu, a steel 500 takeover of Nikko Cordial by Citigroup, company, to reject a merger with Osaka was announced in October. Things are Steel. This was the rst time that share- 0 getting bought and sold in a way we didn’t holders in a Japanese company had ever 1985 90 95 2000 05 07* see in the 1980s and 1990s, says Mr rejected a merger plan already approved Source: RECOF *Year to August Thomas. Managers used to regard M&A as1 The Economist December 1st 2007 A special report on business in Japan 5
2 a sign of weakness, unnecessary for rms they acquire will be di cult to run. good companies. But now they under- No longer so cross 4 But there is no question that attitudes stand that M&A can be a good thing, that Cross-shareholdings in Japan* on things like mergers and shareholder this is a standard part of the corporate tool- % of total market capitalisation value are changing, even if they still stop box, he explains. Admittedly, the average far short of Anglo-Saxon enthusiasm. Ac- 50 level of M&A as a proportion of GDP, at cording to gures from the Cabinet O ce, around 3%, is much lower than that in 40 the proportion of Japanese companies America or Britain, at about 10%, but it is a that describe themselves as shareholder- lot higher than Japan’s gure in 1991, when 30 focused increased to 40% this year from it was just 0.4% of GDP. 33% in 2002, and the proportion describing 20 A bigger concern is that M&A activity is themselves as worker-focused fell from not playing its proper part, which is to 10 18% to 13%. In other areas of corporate gov- make companies more e cient. That is be- ernance, too, Japanese companies have cause acquired companies often continue 0 shifted towards a more Anglo-Saxon ap- to be run as distinct rms within a rm, 1990 92 94 96 98 2000 02 04 06 proach, but in a way that respects tradi- and the usual cost savings from laying o Source: Nomura *Excludes JASDAQ tional Japanese sensibilities. sta do not materialise because Japanese In 2002 the commercial code was rms rarely sack people. Similarly, the value of which has since declined. Had amended to give Japanese companies a opportunity to save money by replacing Oji’s bid succeeded, it would have set a choice of two models for corporate gover- two brands with a single one is not always fantastic precedent, says Mr Thomas. But nance: the traditional Japanese system taken. Companies have a face problem, hostile bids still seem to be regarded as ta- with statutory auditors and an alternative explains Katsumi Ihara, the head of Sony’s boo though a recent survey by Japan’s committee-based system, modelled on the electronics division. Employees and cus- Cabinet O ce found that 66% of compa- American approach, which involves sepa- tomers have strong attachments to compa- nies said they were interested in pursuing rate audit, remuneration and nomination nies and brands and want them to live on, M&A, and a further 6% said they would committees with a majority of outside di- which hinders M&A, he says. consider making a hostile bid if necessary. rectors. This was the most explicit example Mr Marra points out that the average A precedent would be a good thing, of the government’s e orts to encourage takeover premium paid in America is 25%, since it would help to convince Japanese Japanese companies to adopt a more which re ects the cost savings that the rms of the merits of a more dynamic ap- American style of corporate governance. buyer hopes to achieve. In Japan, the aver- proach to M&A, says Marc Goldstein of In- But although several large companies age premium is zero. You don’t pay any- stitutional Shareholder Services (ISS), a re- immediately adopted the new system in- thing because you’re not going to do any- search rm. He cites Renault’s alliance cluding Sony, Hitachi, Toshiba, Hoya, No- thing, says Mr Marra. Instead, sta with Nissan, which convinced Japanese mura and Nikko Cordial very few others numbers are reduced by natural attrition, bosses that selling a big stake to a foreign followed suit. Of the 1,750 companies in and brands live on. rm could be a good idea, and also illus- the Tokyo Stock Exchange’s rst tier, only Mr Niwa is more optimistic. Japan is trated, in the person of Carlos Ghosn, that 100 or so have adopted it. Still, many have now at the beginning of a new era of fully foreign managers could use their expertise gone for something in-between, sticking edged M&A