The role of shareholders meetings in corporate governance

The case of Osaka Boseki Kaisya

Abstract

The purpose of this paper is to clarify the influence that shareholders meetings had on corporate governance in modern Japan.
We present the case “Osaka Boseki Kaisya” which is a typical enterprise in the cotton spinning industry. Since the cotton spinning industry -a major industry in modern Japan- was dependent on direct financing, its principal agent problem was quite serious. This paper presents how the firm functioned as an organization, wherein salaried managers in pre-war Japan were monitored through shareholders meetings.
In really, it was only during a boom period that the stockholders fully supported decision making by salaried managers. This occurred because the opportunity costs produced as a result of monitoring exceeded the profits that were presented at the shareholders meetings and were obtained from the management by acquiring information on the boom period.
On the other hand, during the periods when this was not the case, the stockholders did not prefer the investment strategy chosen by the salaried managers. As a result, the level of the capital invested by “Osaka Boseki Kaisya” was lower than that invested by other companies in the same industry that functioned during this period. This was because the stockholders took even the relative profit of competitors into consideration.
The moral hazard faced especially in major companies pertains to the actions that change the composition of the board of directors such that it is advantageous to the management. Since this occurred through the long-term route of the management, it might have been favorable to the outside directors who were major stockholders. However, many stockholders requested the management to provide information regarding the determination of such personnel affairs. Further, in the shareholders meetings, the stockholders enquired about real intention of the management, and on the basis of an agreement between the stockholders, a new composition was decided for the board of directors.