Departmental Bulletin Paper 『二層のエージェンシー』モデルによるグループ・ガバナンスの再設計‐子会社取締役会の改革に向けて‐

河合 秀樹

 Recently, how to enhance corporate governance in Japanese firms is very essential issue. It has often been asserted that Japanese firms, in comparison to their US and European counterparts, are suffering from low level of profit. To overcome this problem, corporate governance is the key success factor for Japanese firms to recover profit. This study attempts to address issues about corporate governance in Japanese companies from the viewpoint of“two tiers of agency relationships”. Two tiers of agency relationships mean that not only the relationship between shareholders and directors but also the relationship between parent company and subsidiary are more important for analyzing corporate governance structure. This article is case-based research focused on three Japanese companies to analyze how to control and monitor the board of directors in subsidiaries. In conclusion, these companies attempt to change the board of directors in subsidiaries and to enhance capital effectiveness in accordance with the reform of corporate governance in the parent companies.

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