Decision-Making Process in Japanese Board Room. Audit & Supervisory Board as a Source of Information to Outside Board Members: A Systematic Review

Abstract

In the context of the Corporate Governance Code enactment in Japan, we examine how newly introduced outside directors in Japanese boards obtain information to take part in the decision-making process. We conducted a systematic review of the literature and found 18 peer-reviewed publications in a time span between 2000 and 2016 that described the asymmetry of information between the insider group of board directors (including the CEO) and the outside board members. Our findings show that for the course of more than a decade, despite all changes and reforms, the role of board directors, whether insiders or outsiders, is still supplementary. They are treated more as advisors than active part in the decision-making process. We reveal different insider sources of information as forming social ties with the CEO and/or inside board directors and collaboration with Audit & Supervisory Board (Kansayaku), which can help reduce this asymmetry and improve the decision-making process. We assume that it will be easier for the outsiders to establish contacts and form social ties with the Audit & Supervisory Board members because of their unspoken lower status and thus to obtain more information about the company internal affairs and discussions that take place during the informal meetings, where only insiders (including the CEO) are present.