#toshiba

Kobe ‘Steal’ – why this scandal could get much uglier

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Kobe Steel is the next in a growing list of Japanese corporates embroiled in data falsification. Kobe Steel has been supplying lower spec material to customers than advertised. In a sense stealing. Sure VW is no better in lying about its emissions but Kobe Steel has the potential to be more like Takata than Mitsubishi Motors in terms of impact. The issue here has to do with Kobe Steel products being in structures of aircraft, trains (including bullet trains) and cars. While much is being made of ‘little risk’ attached to these slightly lower spec products the reality is that ‘metal fatigue’ is calculated in the resesearch, development, testing and evaluation of such products.

For instance when planes are in the development phase FAA certification depends on making sure products can meet certain tolerances, cycles and stress tests. Once certification is granted, if subsequent production is met by sub-standard intermediate products unbeknownst to the manufacturer of the part then the trail becomes a much more serious matter. It is easy enough to determine which Honda’s had defective airbags as it is a specific part on specific models. Yet Kobe Steel steel products shipped all over the globe may have been used in different parts. Then those discrete parts would need to be traced to the next intermediate stage and then on to the finished part to which may be fixed to an airline on the other side of the world. Boeing is naturally not raising any alarms until they can assess the issue.

JR has already noted 310 sub standard parts in wheel bearings in its bullet trains which will be replaced at the next scheduled service. It is likely that the JR parts are over spec for the extra margin of safety.

None-the-less aircraft could turn into a much bigger problem. There is only one spec that is supposed to be met. Failure to meet it could cause planes to be grounded until parts are replaced. This could be massively costly as planes not in the air earning money cost millions on the ground. Not to mention the risk of the US government fining the company for reckless behaviour.

Kobe Steel has seen revenues track sideways for the better part of a decade. Profits have been all over the shop. Much like Toshiba tried to fiddle the books with one division in the hope that in time it would be able to put the money back and no one would notice. As for Kobe Steel, there was obviously a plan to try to boost profitability by lowering specs and charging prices for superior spec. Even then the contribution has been poor. Hardly surprising when the cash conversion cycle has exploded from 38 days a decade ago to around 82 today. To be faker most of the big steel companies have a similar CCC which hasn’t changed much over the last decade.

What we can be pretty sure of will be the soft touch of the local authorities. Even with such willful deceit, it is unlikely anyone will see inside of a jail cell or pay multi million dollar fines in Japan. However the tail risk here is the likes of Boeing who will extract every pound of flesh with the help of its authorities to rent seek from Kobe Steel if certain parts are found to be ultimately faulty because of negligence. This is not a staged Nissan-Mitsubishi Motors leak to force a cheap entry into the latter. Still, 37,000 employees at Kobe Steel will be seen as a sizable number to protect at a national level hence a limp wristed response to follow.

One final point. Do we honestly think that Kobe Steel can conduct an honest audit of its deceit? Surely flagrant data fiddling will be milled down to more acceptable cheating.  It is a time honored tradition to leak a bit, then a bit more so as to minimize the shame.

Until Japanese listed corporates face far harsher penalties for such malfeasance, it will be hard to shake off the cynicism that the corporate governance code has introduced anything more than mere lip service. That is OK if that is what Japan wants to project to the world that shareholders are not a priority.

Hinomaru Hard Drive proves Japan Inc’s memory is too short

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It seems the Japanese government is trying in earnest to launch a local based consortium to fend off foreign attempts to buy Toshiba’s memory business. Taiwan’s Hon Hai, which recently acquired Sharp, is in the running to buy it. It begs the question that if the technology that resides inside Toshiba’s memory division is so state of the art (Hon Hai seems to think so), why aren’t Japanese corporations lining up to buy it? Affordability may be one argument but why isn’t there a Softbank Masayoshi Son styled mega-scale leveraged buy out? Where is the risk taking corproation that can see the future value? Why does the government require an orchestrated syndicate to launch a group bid? We only need to look at the long history of failure of this type of consortium formation.

Exhibit #1. Elpida Memory. Originally the love child of the failed DRAM businesses of Hitachi & NEC in 1999, it adopted Mitsubishi Electric’s struggling DRAM operation in 2003. It listed in 2004 and went bankrupt in 2012. Put simply Japan’s DRAM business, already buried by foreign manufacturers with lower costs, required regular capital raisings which dfailed to deliver the rosy future painted by the charismatic CEO Sakamoto. Hinomaru DRAM died.

Exhibit #2: Japan Display (JDI) which is the listed LCD JV of Sony, Hitachi & Toshiba is yet another mish mash of companies that is trying to keep an uncompetitive product on life support. While it might have Apple as a customer it has margins which scream lap dog. JDI’s market capitalization is 1/3rd of its listing value. Once again Hinomaru Display shows signs of remaining an uncompetitive sloth. Yes, tech analysts will tell me it has best in class technologies. Sad thing is they aren’t getting paid a fair rent for it.

Exhibit #3: Renesas Electronics was formed as the rejected love-child of NEC Electronics which was bought by Mitsubishi Electric and Hitachi. The lack of profitability saw the government’s Incubation Network Corporation of Japan take a c.70% stake in the group to help revitalize it. The shares have performed well in the last 12 months but remain 90% below the peak when it was conceived. Much of the performance is weighing on the expectation of automotive electronic systems requiring more of their chips.

Minister of Economy Trade and Industry (METI) Hiroshige Seko said recently that Toshiba’s memory chip technology could be used to wage destructive cyberattacks if installed in corporate data centers. National security issues should always be entertained as they are in many countries but corporate data centre vulnerability is a much broader problem. Protecting memory chips won’t necessarily stop hackers – in individual, underworld and state sponsored forms – from carrying out cyber attacks.

What we are dealing with here is yet another last ditched attempt to save face in an industry which has lost its competitive edge. Instead of being an IP owner that outsources production it insists on keeping the entire model in a state that can’t compete. Ultimately market economics is a tough judge and jury. Putting together such Hinomaru structures only leads to inefficient capital allocation that hopes to survive as two drowning men trying to make one swimmer. It misses all of the points of making it competitive. Instead of taking hard decisions, it wants the board of Toshiba to accept a lower bid from national interests as preferable to a better bid from a foreigner. How that plays into Japan’s wish to foster best in class corporate governance one will never know? Like Daiko Henjo, such rearguard actions only support the idea that running businesses inefficiently is OK because eventually government backed bailouts are there to save them.

That doesn’t foster risk taking so desperately needed to turn the tech industry’s in Japan around. Is it any wonder that Intel made 50% more net income over the last 25 years than all of Japan’s largest 20 tech companies combined?…

Corporate Governance in Japan & our talks with the FSA & JPX on changes for 2017

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2017 Report

In our report of August 2015 it was made clear that “NO corporate governance code is perfect.” However, the emphasis was that corporates needed to focus on the quality of independent directors rather than submit to a quantitative box ticking exercise when it came to complying with the new corporate governance code (The Code). While the Tokyo Stock Exchange (JPX) can be rightfully pleased with the progress of compliance by listed entities, when looking through the data, there appears a concerted effort by corporates to employ independent directors with a bent on not upsetting the status quo. That would appear at odds with the spirit of The Code.

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We made clear that the introduction of the Sarbanes Oxley Act (SOX) and other corporate governance codes – which pushed for more independence on boards to ensure fiduciary duty to shareholders – did not prevent investor losses hitting all-time records. Good corporate governance is about building a culture of trust (both inside and outside the boardroom). We have been fortunate to spend ample time with the Financial Services Agency (FSA) and JPX discussing the potential revisions to The Code. We have put forward three suggestions to increase transparency and achieve the slated goals of the document:

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One, we have always suggested that the quality of independent directors is imperative. Forget SOX as a prerequisite. A well-managed company should never feel threatened by the number of independent directors challenging consensus in the boardroom. Good governance is being open to constructive criticism. If a company has lacked strategic direction for years, a fresh perspective from independent minds is invaluable. Our greatest criticism gleaned from the published data is the high concentration of the three A’s (attorneys, accountants and academics) as independent directors which is more acute the smaller the company. Diversity (of opinion) on boards is imperative but the figures suggest a group think mentality (Kintaro-ame) approach skewed to such a narrow field of professions limits innovation as no two companies are alike. How do authorities change it?

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Simply, secondly, and more importantly we think that companies need to introduce proper incentive structures for executives. Our studies show that companies tend to perform better when board members (insiders) have a higher proportion of their remuneration linked to stock performance. Stock incentives, especially in larger corporations, are often a minuscule part of total compensation for leaders. So much so that there is little incentive to focus on chasing real returns through more aggressive strategy. Fix this and independent director selection will be more serious.

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Third and finally, we think that the authorities should encourage corporates to adopt English language financial materials. A growing number are but the pace is slow. By doing so would invite more eyes from investors in markets where shareholder returns are prioritised. This would create an environment that would encourage Japanese corporates to unlock shareholder value. The JPX would accrue large upside. Not only would it gain more status as a proper global exchange, it would invite higher activity which would improve liquidity which is a virtuous circle for a financial exchange.

In short, Japan remains by and large a masterclass in risk avoidance. Until company executives have performance linked remuneration structures we believe independent directors will do little to help drive shareholder returns. Kintaro-ame independent director selection is not the way forward. By prioritising the linkage of remuneration, driven by higher disclosure via English language we think the ultimate aims of The Code can be achieved and the soft corporate governance approaches we have seen to date with the failures of Toshiba, Sharp and Olympus can be consigned to history.

2017 Full report

Toshiba, NEC, Panasonic & Sharp lost a combined ¥1.9tn over the last 25 years

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I am putting together a piece on corporate governance in Japan and stumbled over some interesting charts. The one above shows the aggregate net income of Intel and 20 of Japan’s tech juggernauts over 25 years. Sadly, Intel on its own made 41% more net income (currency adjusted) than all of the Japanese 20 combined. Toshiba, NEC, Panasonic & Sharp lost a combined ¥1.9tn ($18bn) over the last 25 years.

I’ve been speaking to the Financial Services Agency (FSA) about how to improve corporate governance as they look to tweak the code.

Is it any surprise that companies tend to perform better when board members (insiders) have a higher proportion of their remuneration linked to stock performance? Shareholders have traditionally been well down the list of priorities of Japanese companies, much to the chagrin of foreign investors. Stock incentives, especially in larger corporations, are often a minuscule part of total compensation for leaders. So much so that there is little incentive to focus on chasing real returns through more aggressive strategy. Many leaders in Japan would prefer to see out their tenure as CEO without blemish or scandal to avoid the risk of failure and the shame it would inevitably bring.

In hindsight looking at Sharp’s (6753) desperate long term need for crisis management could we have honestly expected any substantial restructuring when the CEO had $33,000 in stock despite being at the company 36 years? Had Sharp’s board held more skin in the game they might have defended shareholders much better against Terry Gou’s constant renegotiations. Perhaps if Sharp had learnt from Carlos Ghosn style performance based compensation structures, they might have been able to defend their turf from Gou. As it stands now Sharp were mere whipping boys of Hon Hai.

When I looked at insider (executive) ownership of Japanese corporations over 10yrs mapped against total returns, surprise surprise, there was strong correlation.

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More to follow but there is actually a lot of longer term hope here. Japan licks the world in most areas of technology. If they managed to connect those dots to shareholder returns then this market would re-rate substantially. Looks as though a growing number of corporations are working more performance linked pay.

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I think that the authorities should encourage corporates to adopt English language financial materials. By doing so would invite more eyes from investors in markets where shareholder returns are prioritised. This would create an environment that would encourage Japanese corporates to unlock more value.

The JPX would accrue large upside. Not only would it gain more status as a proper global exchange, it would invite higher activity which would improve liquidity which is a virtuous circle for a financial exchange.  This is the number of Japanese corporates where CEO/Chairman engagement with foreign shareholders -a little over  10% of listed entities.

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So some interesting trends and maybe something to look forward to if Japan accelerates the pace of corporate governance application. They can start by hiring fewer lawyers, accountants and academics as independent directors too!

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Toshiba reveals yet again the depths of its lack of imagination and innovation

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If we needed any more proof of how starved Toshiba’s board is of innovative thinking (by the way Toshiba’s logo is “Leading Innovation”) the actions to cut wages, salaries, costs and travel highlight it in spades. Simply put, to exact more self inflicted pain across the entire group that is struggling to recover is corporate suicide. Toshiba should be picking its battles and investing in its portfolio of relative winners to climb out of the hole of its own making. Wages are not going to be the swing factor here. While it might help the P&L for a few months, the actions are likely to further demotivate an already demoralized labour force leading to further revenue declines. Instead of asking those at the coal face what process improvements and efficiencies have been overlooked that may save them a fortune they can’t think beyond cutting free biscuits in the tea room. Clients also notice when companies start to scrooge. No client sees value in forging relationships with companies that look increasingly likely to go out of business. Scans in America is considering canceling two nuke plants for this reason. When we tally the cost savings of cutting salaries, we can be guaranteed that Toshiba will meet its maker. Time to let it fall under the weight of its own incompetence and let sensible buyers of its business divisions rediscover latent asset value. For a company that has been in deep crisis for years, I don’t buy that they’ve realized they have a problem only recently. Toshiba has dropped another $1bn in market cap since yesterday. At that rate (limit down rules excluded) is technically worth nothing at that rate in a little over 7 more days.

Toshiba should be left to rot as a warning to others like Captain Kidd. Sadly Japan Inc is Captain Kidding

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In the olden days, pirates and criminals were left to rot and die as a gruesome warning to others. Japan should adopt the same policy for corporates which no longer reserve the right to function. I once conducted a study that showed that Intel by itself made more net profit over 25 years in aggregate than the largest 20 Japanese technology firms combined over the same period. Yes, that is right Intel made 40% more net profit than Sony, Panasonic, Toshiba, Mitsubishi Electric, Nidec, Canon, NEC, TDK, Hoya, Nikon, Kyocera, Ricoh, Olympus, Konica Minolta, Sharp, Tokyo Electron, Advantest, Fuji Film, Ibiden, Fujitsu and Brother combined.

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Fuji Film once boasted that it was a better company than Kodak on the announcement of its bankruptcy. The reality is that as a shareholder the decade preceding Kodak’s bankruptcy had higher total returns (dividends, buybacks) than one who held Fuji Film. Not exactly a proud boast to say you’re superior only in terms of survival. That is the problem many corporates face. They do not properly understand the importance of shareholders.

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I have lived in Japan for too long to know that foreign investors remain right to hold such a negative outlook on corporate governance here despite the introduction of the Corporate Governance Code I wrote about in 2015. Toshiba is without a doubt a poorly run company that has become an uncompetitive mess of its own doing. It is decades of poor business decisions that has led to its demise. Not bad luck . The way the government is trying to protect Toshiba and its 200,000 employees is exactly why foreigners will stay away. All such rearguard actions do is send a strong message to all other large Japanese corporates that there is a safety net if they screw up.

Toshiba tried to appeal to investors after the initial accounting scandal that a majority of independent directors would prevent it happening again. Reality is that they were completely ineffective. To that point the Japanese stock exchange (JPX) asked me to fill in a survey on what I thought of corporate governance and whether it should be made mandatory instead of ‘comply or explain’. 98% of listed corporates have volunteered to hire two independent directors so I asked why would you make law what almost all are already in step with? Talk about not understanding what the point of shareholder needs are from the exchange itself. It is embarrassing. I made the point that the “quality” of independent directors was most important. I wrote in the corporate governance report the following,

“Companies must focus on qualitative aspects when hiring independent directors over quantitative parameters. Soft options to meet minimum regulatory requirements to protect the status quo is a recipe for failure. Independent directors should not be viewed as an ‘unavoidable cost’ but as a ‘wise investment’ for firms. Which company would rationally choose inferior staff for its operations? Would an airline actively seek unqualified pilots to fly its passengers? That is not the way of sustaining good reputation in the long run.”

Toshiba is to all intents and purposes insolvent. It bit off way more than it could chew in nuclear. Westinghouse looked a huge boon at the time and many analysts fawned over the Japanese giant becoming a monster player in nuke power. Now the massive costs of building plants, the delays, the requirement for trained personnel to build them etc has become too much to bear,. Yet the government sees the banks propping it up through syndicated convoy support is the way forward.

I wrote in Jan 2016 about Toshiba as its market cap slipped below Y1 trillion.

“I once joked soon after Lehman shock that Apple’s overnight move of 5% was the equivalent of the vanquished Toshiba market cap. Now Apple only needs to move 1.29% to increase / decrease the equivalent amount of Toshiba’s mkt-cap. It shows just how far the Japanese tech giant (?) has slipped. When we look at reality, the accounting scandal, the appointment of 50%+ independent directors on the board and the likelihood of having to write down goodwill, the former tech giant faces further woes. Toshiba is in dire need of a ‘crisis’ manager to restore lost fortunes.”

I also argued in the same note:

“Toshiba may be trimming 16,000 odd staff into next fiscal year. Interestingly the decision to cut 6,800 employees from their overseas businesses highlights once again that domestic social harmony takes a front seat to shareholders. We’re not saying the action is not well intentioned but in a sense it is hardly the thing which will help get the supertanker turned around in the required time. Interestingly Nidec’s Nagamori has offered to hire software, communications and robotics engineers from Sharp and Toshiba to ‘help’. So the best engineers from Toshiba and Sharp will sign up for voluntary redundancy (aka tax effective bonus) and land a job with arguably one of the most profit focused Japanese tech companies, further gutting the ‘best assets’ from the ailing companies.”

Yet look at what Toshiba tried to do with fixing its ailing PC business. It’s independent directors voted to copy what abysmally failed in mobile phones, even worse teaming with an old partner. As I also wrote,

“One would have hoped that the independence of the majority of the board would lead to a heightened sense of urgency and crisis management. The recent news is that Toshiba is in talks with Fujitsu again to merge their loss making PC units where the two share 6% of the global market…There is a lot of precedent suggesting that this is a fruitless exercise. As one of my colleagues put it best, “two drowning men together don’t make a swimmer”. One would hope that Toshiba’s revived sense of corporate governance would see its board seek more severe action…

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“Japanese mobile handset makers have consolidated. Toshiba teamed with Fujitsu (surely a lesson in what a poor decision that has been), NEC with Casio and Hitachi, while Sony (albeit teamed with Ericsson until they merged) has had a rear guard action. Sanyo sold its handset business to Kyocera. Mitsubishi Electric just quit altogether in 2008. I remember a time when Japanese clam-shell phones were amazing. Friends from foreign lands would marvel at the designs, light weight and features versus the clunky Nokia and Motorola offerings of the time. They also were stumped at how these devices could get so much battery life. Alas, Japan kept them largely from overseas markets leaving them without the little scale efficiency from expansion abroad.”

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“As smartphones have caught on, Japanese handset makers have been left further in the dust. Sony has the highest global share among Japanese brands at 1.7% (Q1 2015), however even in the domestic market, Apple and Samsung command the leading shares. Japan’s market share in mobile phones globally has slid from 15% a decade ago to less than 4% in 2012. Japanese maker’s global share of flat screen TVs slump from 45% to around 20% over the same period. What magic can a Toshiba-Fujitsu PC alliance make?”

Alas Toshiba dithered and eventually knew that the government would throw out the emergency airbag to cushion its fall. How does throwing hands in the air and not taking more drastic action (selling cross shareholdings etc) sit with best in practice corporate governance and protecting shareholders’ best interests? Not a chance.

What Japan Inc should do is allow it to fail. Let the free market decide what assets they want. If Westinghouse is worth something to Hitachi or some other maker then so be it. Sharp was sold to a Taiwanese maker.  If Toshiba’s NAND flash business is only worth X to a foreigner or Y to a Japanese then that is reality. The market is there to match buyers and sellers. Somehow I fear that there is a ‘Hinomaru’ type structure that will form to absorb the chip businesses of several Japanese companies to form a burdensome partnership to appeal to social goals.

The government must understand that listed corporates are not there for national service. If that is the wish of the state then it should nationalise Toshiba. I’m sure the BoJ will be glad to add more toxic waste to its massive balance sheet which even dwarfs America. There is no way that foreign investors can glean any hope for true reform if protecting zombified atrophied elephants continues.

Japan is a shame culture. How is it that it doesn’t see that protecting Toshiba is in fact seen as so shameful to foreign investors and increasingly Japanese taxpayers.

Toshiba has till March 14th to find a solution before it gets put on the scheduled for delisting board. That I’d argue is even more embarrassing.

Time to scuttle Toshiba before Japan Inc’s credibility is damaged anymore

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The handling of Toshiba is exactly the problem Japan faces. Toshiba was in its hey day a mega monster. Now it is a corporation mired in scandal, accounting fraud, the likelihood of negative equity and authorities mustering the banks to throw a life line to a sinking ship.Toshiba has failed on many grounds, most of its own doing. The company has bitten off more than it can chew and can no longer fund its working capital needs for many of its businesses. So despite having a majority of independent directors to show to investors it has outside thinking, the management is reluctant to sell down its cross shareholdings to help find its way out of trouble. It  even baulked selling its 30% stake in a cross shareholding to a foreign buyer at a premium because the target didn’t like the idea of majority foreign ownership. Since when does the owner of an asset appease the wishes of the asset?

How can investors possibly think there is the slightest hope of corporate governance commitment if the political power-brokers are steering banks to refinance a company that does not deserve to exist in its current form? The only message it does send is the deep commitment to put share holders at the back of the queue. There seems to be more focus on preventing a former giant from losing face to prevent national embarrassment. Sharp was seen as small enough to be taken over by foreigners. Toshiba’s nuclear business does make its proposition of bankruptcy more daunting but at the same time if the company couldn’t make it work then perhaps it needs new owners to buy it for a song provided they clear ‘security’ checks.

Japan needs to let one of these giants fail to rally others to action. Japan can’t forever be bailing out poorly run zombies. We only need to look at Toshiba’s failed strategy in mobile phone handsets as the type of group think that drove exactly the same decisions to revive its flailing PC business 6 years later.They didn’t do their homework – plain and simple.

Toshiba was struggling in mobile phones much like many other Japanese makers. Toshiba teamed with Fujitsu (surely a lesson in what a poor decision that has been), NEC with Casio and Hitachi, while Sony (albeit teamed with Ericsson until they merged) has had a rear guard action. Sanyo sold its handset business to Kyocera. Mitsubishi Electric just quit altogether in 2008. Japan’s market share in mobile phones globally has slid from 15% a decade ago to less than 3% in 2016. Sony has the highest global share among Japanese brands at 1.7% (Q1 2015).

So despite its failed JV with Fujitsu, Toshiba is expecting the same link up with Fujitsu in PCs will change their fortunes. IBM/Lenovo has quadrupled its share of office PCs by understanding the efficiency of enterprise leases. Toshiba’s 5% share has slowly drifted and Fujitsu’s share has halved.

I once joked soon after the GFC that Apple’s overnight move of 5% was the equivalent of the vanquished Toshiba market cap. Now Apple only needs to move 1% to increase / decrease the shift the equivalent amount of Toshiba’s mkt-cap. When we look at reality, the accounting scandal, the appointment of 50%+ independent directors on the board and the likelihood of having to write down goodwill, the former tech giant faces further woes. Toshiba is in dire need of a ‘crisis’ manager to restore lost fortunes.

I wrote in our previous note, ‘Japan’s Misguided Matryoshka M&A’ on December 9th, that “In the last 25 years, Intel Corp on its own has managed to make 31% more net income than all 20 of Japan’s largest tech companies combined on a currency adjusted basis. That is right. Intel on its own has thumped the likes of Sony, Panasonic, Toshiba, Sharp, Mitsubishi Electric, NEC, Hitachi, Fujitsu, Fuji Film, Konica Minolta, Brother, Nidec, Kyocera, Canon, Olympus, TDK, TEL, Ricoh, Advantest and Nikon combined.”

Toshiba is toxic waste. Yet 14 out of 18 sell-side analysts have a neutral or positive outlook on this technically insolvent company. When Toshiba announced it was laying off 16,000 . Nidec’s President Nagamori offered to hire software, communications and robotics engineers from Sharp and Toshiba to ‘help’. So the best engineers from Toshiba and Sharp could sign up for voluntary redundancy (aka tax effective bonus) and land a job with arguably one of the most profit focused Japanese tech companies, further gutting the ‘best assets’ from the ailing companies.

The only guarantee here is that in several years time nothing will have changed. Toshiba will remain a company lost at sea without a compass.I once described Japan’s old school corporations as modern day versions of the Battleship Yamato. (you can read more about that in the link).  Japan’s corporates need crisis  managers.  Unfortunately in a shame culture the first step to admit major problems is the hardest one to accept because it requires someone to take responsibility.

Government should be sure to remind brittle prided companies and the political classes that Nissan Motor now employs 26% more staff than it did before pending bankruptcy, putting paid the notion that a crisis manager must trade off employment for profit. Simple cost rationalisation, products that consumers desired and effective leadership saved the company. Surely it should be deemed by struggling corporates as a perfect example of successful change.

Toshiba needs to be forced into bankruptcy, broken up and sold. It will be the perfect shot across the bows to force other Japanese corporates to take responsibility for reactive management styles, embrace change and employ best in practice corporate governance. I fear that the regulators and supervisors of the market are missing the point. With 98% of listed companies already employing independent directors to their boards, the market overseers are debating whether to make the appointment of independent directors as ‘mandatory’. I would argue that 98% compliance means a law regulating it is unnecessary. What they should be focused on is the ‘quality’ of independent directors which in Toshiba’s case have made absolutely no progress despite the ‘quantity’.