Manifesto for Fiduciary Agent

Opening the door to a new era of fiduciary agents,
financial professionals whose job is to encourage conscientious,
fruitful discussions between responsible shareholders and companies navigating risk to take on challenges

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MFA: Our founding principles

Proposing new relationships between responsible shareholders and creative companies -Ensuring that Japanese capital markets function as fertile ground for the further development of Japan’s economy-

Looking back over and summarizing the lost three decades of Japan’s economy, it feels deeply sad to see that companies, which should be driving economic growth, were unable to break out of a period of stagnation, leaving growth in Japan trailing behind other advanced and emerging economies, unable to find a path back to vitality.
During those three decades, many attempts were made to get Japan back on track, including various systemic reforms, but none of these measures delivered the critical changes required to stimulate corporate growth and value creation.
If these trends continue, the huge financial assets accumulated down the years by Japan will fail to stimulate a new round of effective wealth creation, instead of gathering dust and eroding in value.

Harnessing capital market reform to normalize the relationship between investors (shareholders) and Japanese corporations is seen as a key item on Japan’s reform agenda. However, this “normalization” is both a blessing and a curse. While it has certainly led to greater awareness of the need for efficient usage of capital and stronger governance, it has also encouraged short-term management thinking and overemphasis on superficial, numerical measures of success, leaving companies scrambling to please short-term shareholders.
If this situation results in a continued failure to achieve the fruitful dialogue between capital markets and companies required to build long-term, intrinsic value, Japanese companies will continue to suffer restrictions in their ability to take on long-term creative challenges and this in turn will dampen the creative vitality and growth which Japanese companies must aim to achieve.

Our concern over these ongoing problems motivated us establish MFA as an agent facilitating the productive, creative dialogue between capital markets and corporations that Japan truly needs.

MFA’s three missions

  • Defining what it means to be “a responsible shareholder” -Raising awareness in Japan of the concept of a “fiduciary”-

    Financial institutions and institutional investors have historically played an extremely large role in the development of Japan’s economy an industry, serving to support and protect the creative aspirations of Japanese companies.
    This relationship what is symbolized by Japan’s previous “main bank” system. While in today’s market, companies have shifted away from bank loans and towards equity market financing, the mission of a financial institution or institutional investor should always be to fulfil the role, irrespective whether they are a lender or an equity holder.

    From that perspective, we can see that when financial institutions and institutional investors invest in equity, their roles and responsibilities should differ from those of individual, private investors, since those roles and responsibilities are defined by their organizational role and status.
    Another way of putting it is to say that while institutional investors should not engage in strategic shareholdings for the purpose of maintaining clients, they also should not (in the manner of an individual private investor) hold shares solely for the purpose of benefiting directly from the return.
    Institutional investors need to take a holistic perspective that considers the benefits accruing to not only all shareholders, but all stakeholders, maintaining a relationship with the company from the standpoint of wider shareholder interest.

    Our conviction at MFA is that the relationship, as defined above, is a true expression of “the fiduciary duty” born by financial institutions and institutional investors and that is why our first mission is to establish and promote wider awareness of this concept.

  • Establishing an “engagement” model -Improving and fostering the capability to exercise fiduciary duty-

    The key to exercising “fiduciary duty” in a way that benefits all shareholders is to practice “engagement” with the target of investment.
    “Engagement” refers to the practice of deep, immersed involvement in the core activities of the company, at the same time as keeping a critical eye on the company from a third-party perspective that does not simply mirror the views of company management.
    “Engagement” means that while the shareholder is separate from the company’s management, they must lag behind no-one in their ability to think and take decisions from a management perspective.
    Engaged shareholders do not approve everything the management does, unquestioningly fighting their corner. But neither do they give partial or fragmentary advice that reflects only a specific third-party view.
    In other words, they provide third-party opinions based on their awareness of the business and its operations, maintaining the same depth of involvement as the company management. This is the foundation of “fruitful dialogue”.

    If institutions and institutional investors are to support and encourage the creative visions of Japanese companies from a long-term perspective, action that is required to rejuvenate Japan’s economy, they must improve their “engagement” capability (which is in danger of being lost), developing their ability to exercise their “fiduciary duty” as shareholders or suppliers of capital.

    That is why the second mission of MFA is to make substantial contributions to better financial institution and institutional investor “engagement” by acting on behalf of, or supplementing the activity of, these investors.

  • Creating forums for “fruitful dialog”

    The largest single obstacle blocking resolution to the current unfortunate relationships between capital markets and corporations is the difficulty in precisely defining and sharing the points of contention and discussion required for “fruitful dialogue”.
    Unless the essential nature of the discussion and the boundaries of the points at issue can be determined and agreed-upon, it is easy for shareholder proposals to devolve into unilateral, fragmentary or short-sighted perspectives, simply results in companies rejecting these proposals, fending them off as if playing whack-a-mole.

    Companies also bear responsibility for this situation, as in many cases, companies are failing to clearly convey to shareholders the approaches, policies and scenarios that will maximize the company’s intrinsic and potential value.
    That is why the true significance of promoting “engagement” lies in defining and making visible the path to increased corporate value.

    This is also why “engagement” by financial institutions and institutional investors, who only have a limited share of a company’s equity holdings, is so important. These institutions can encourage companies to explain their management policies in a rigorous way that not only stands up to scrutiny, but also raises awareness among other shareholders and stakeholders of the appropriate long-term path required to harness intrinsic value.
    In this way, institutional investors can lead other shareholders, and their “engagement” can form a core around which shareholder opinion can coalesce.

    In between the needlessly confrontational shareholders who see only short-term perspectives, and the excessively passive shareholders who accept every management proposal without question, we need shareholders who support of management but still say what needs to be said. These are the shareholders exercising “fiduciary duty”.

    MFA’s third mission, is to act on behalf of the financial institutions and institutional investors with that responsibility, taking action to sow the seeds of this movement.

MFA’s basic management policy

MFA was founded as a new type of company, specializing in the promotion of shareholder engagement to accomplish the above three missions.

In addition to our shareholder engagement staff, who have a wealth of experience in consulting, investment and practical business management, our team also includes specialists, academic advisors from various fields such as business strategy, corporate law and governance, who all join together to promote effective “engagement”.

Financial institutions and institutional investors who are aware of that “fiduciary duty” employ MFA to engage with, or support “engagement” with, the companies in which they hold equity.

“Engagement” by MFA is rooted in the three necessary conditions below.

  • Internal information

    As we provide engagement from a management perspective that relates to the very core of the companies our clients invest in, we are not afraid to become insiders. Rather, that is a condition of our involvement.

  • Universality

    The ways in which we engage with companies are not affected by which financial institution or institutional investor employing our services.
    We always engage in a way that will provide the best results for the equity issue (our basic rule is “same issuer, same engagement”)

  • Independence

    To achieve 1) and 2) above, MFA’s engagement must remain independent from all other related parties including the client requesting our involvement and other shareholders.
    The primary goal of MFA’s engagement is not the maximization of profit.

Through these “engagement” activities, we provide value to the financial institutions and institutional investors who procure our services in the form of the high-quality execution of their fiduciary duty, contributing to the business development of both the client company on the equity issue, as well as to robust the growth required for the future of Japan’s economy.

Our services: basic scheme and functionality

Receiving requests for engagement. Executing engagement on behalf of our clients. Approving the engagement contract.
  • Dialogue with business leaders and executives

    We engage in deep dialogue with the management of the equity issuer to promote the company’s intrinsic value (increasing the overall wealth of multiple stakeholders over the long term).

  • Providing a professional service

    We provide professional services that contribute to the resolution of issues connected with the greater intrinsic value of the issuer

  • Dialogue with external stakeholders (including financial institutions)

    To increase the number of shareholders who believe in and consent to projects designed to raise the intrinsic value of the company, we hold dialogue with other stakeholders when necessary

PROFILE

Company details

Company name

MFA, Inc.

Representative

Chief Executive Officer Kotaro Ishii (formerly of Corporate Directions, Inc.)

Director (part time) Naonori Kimura (also of Industrial Growth Platform, Inc.)

Director (part time) Shigeki Tanaka (also of Sumitomo Mitsui Trust Bank)

Corporate auditor (part time) Kazuhisa Koashi (also of Sumitomo Mitsui Trust Bank)

Capital

60 million yen

Established

March 2022

Address

Headquarters:
11th floor, KDX Toranomon 1Chome Building, Toranomon 1-10-5, Minato-ku, Tokyo, 105-0001

Administrative office:
23rd floor, Tennoz First Tower Higashi Shinagawa 2-2-4 Shinagawa-ku, Tokyo 140-0002

Principal businesses

Fiduciary agent business

Major shareholders

Sumitomo Mitsui Trust Bank, Limited: 36%

CDI Human Capital, Inc.: 20%

Industrial Growth Platform, Inc.: 20%

Misaki Federation, Inc.: 15%

Corporate Directions, Inc.: 5%

The Bank of Kyoto, Ltd.: 2%

Kiraboshi Bank, Ltd.: 2%

MAIN MEMBERS

Director and Founder

  • Chief Executive Officer

    Kotaro Ishii

    Representative Director of Corporate Directions, Inc.

    • Graduated the University of Tokyo Faculty of Economics
    • After working for the Boston Consulting Group’s Tokyo Office, he established Corporate Directions, Inc. (CDI) in 1986. He served as the company’s representative director and representative partner from 2003 through 2021. He is currently the group’s Head of Human Capital.

    Published works

    Name of publication
    The Labyrinth Called Company
    - For the sleepless nights of the C-suites
    Author
    Kotaro Ishii
    Publisher
    Diamond, Inc.
    Publication date
    June 15, 2022

    ▼Publisher’s comment

    The author, who has a wealth of experience in providing management consulting services to various companies and talking to business leaders, presents his views on business management. How can business leaders find freedom from the corporate labyrinth? This book provides some answers to that question, as well as explanations of the true meaning of various business terms such a “strategy”, “organization” and “M&A”.

  • Director

    Naonori Kimura

    Partner, Industrial Growth Platform, Inc.

    • Graduated from the Keio University Faculty of Economics. MBA from the University of Leicester, MSc in Finance from the Lancaster University, completed the Advanced Management Program (AMP) at Harvard Business School.
    • Worked for the US-based strategic firm ADL before joining IGPT. Involved in many corporate transformations, particularly in the manufacturing industry, including companywide business transformations (business reorganizations, medium- to long-term strategy, the organization of management structures, financial strategies etc.) and projects for stronger businesses (including growth strategies, development of new businesses, M&A etc. Chairman and CEO of IGPI Shanghai. Also has experience as an external director of many of the companies.

    Published works

    Name of publication
    Darkside Skills
    The seven hidden skills of true leaders
    Author
    Naonori Kimura
    Publisher
    Nippon Keizai Shimbun Co., Ltd.
    Publication date
    July 6, 2017

    ▼Publisher’s comment

    It is impossible to make progress in modern business using only the “orthodox skills” taught by NBA courses such as logical thinking, presentation skills and marketing skills. This book describes the seven further hidden skills required to become a true leader. The author has a wealth of experience consulting companies in difficulty, and includes these actual examples in the text.

  • Director (Non-executive)

    Shigeki Tanaka

    Deputy President, Sumitomo Mitsui Trust Bank

    • Joined Sumitomo Trust Bank in 1986.
    • From 2007, he worked as the Bank’s head of corporate information and then head of real estate. After the merger to become Sumitomo Mitsui Trust Bank, he served as the new bank’s head of corporate planning, executive officer, senior executive officer, and management director.
    • Executive Officer of Sumitomo Mitsui Trust Holdings since 2019 (current position)
    • Representative Director and Deputy President of Sumitomo Mitsui Trust Bank since 2023 (current position)
  • Corporate auditor

    Kazuhisa Koashi

    Executive Advisor, Sumitomo Mitsui Trust Bank

    • Joined Sumitomo Trust Bank in 1985.
    • From 2015, he served Sumitomo Mitsui Trust Bank in posts including Executive Office and head of business operations and as director (audit committee).
    • Executive Advisor for Sumitomo Mitsui Trust Bank since 2023 (current position)
  • Founder

    Yasunori Nakagami

    Representative Director, Misaki Federation, Inc.

    • Graduated from the Faculty of Economics at Keio University. MBA from University of California, Berkeley
    • Has just under 20 years of experience in management consulting as a member of Anderson Consulting (currently Accenture) and CDI. In 2005, he founded an investment advice company, and began consulting listed companies on selective, long-term engagement-based investment. He founded Misaki Capital in 2013.

    Published works

    Name of publication
    The Holy Trinity of Management
    Author
    Yasunori Nakagami
    Publisher
    Diamond Inc.
    Date of publication
    November 25, 2020

    ▼Publisher’s comment

    Consideration and techniques as an investor can help drive business to the next level. As a former strategic consultant, investor, a winner of Asia’s Best Fund Award, the author discusses business strategy. What should business managers do to ensure that everyone is rewarded, including employees and stockholders, while protecting the company from activist shareholders? Policies and proposals from an investor who has the ear of many business managers.

MEMBERS

The MFA Team

  • Director, Corporate Officer, Head of Corporate Planning and Administration

    Takashi Kawamura

    Academic history
    Department of Political Science, Faculty of Political Science and Economics, Waseda University
    Career history
    After joining Fujifilm following graduation from university, he went on to take responsibility for a variety of work including BtoB business development, management of departments at the company’s US subsidiary, business and managerial strategic planning, M&A projects within the corporate planning division of the holding company. After serving as Fuji Xerox’s executive officer responsible for the promotion of new businesses, he took responsibility for the overall business management of Mabuchi Motor Co., Ltd. as director and executive officer.
    Comment
    Over 30 years, I have accumulated a wealth of manufacturing industry experience, both in the field and in business management, including experiences in business development and MA with larger overseas companies, and internal projects such as structural and business management reform. I am levering this engagement work with MFA to provide unvarnished insights into the real world of business management, helping equity issuers maximize their intrinsic value.
  • Executive Officer
    Market Development Department

    Masanori Shinonaga

    Academic history
    Kansai University, Faculty of Law
    Career history
    After graduating university, he gained 10 years of experience working for a financial institution providing financing and total solutions to listed companies. He went on to gain experience in a wide range of financial areas including securitization and loan-based financial products. From his involvement in the origination and distribution of financial products, he began working in relationship management in the asset management business (including portfolio sales) for large financial institutions and regional financial institutions. He also has more than 15 years of experience in investor and corporate asset management, including experience in front of house sales for limited partner financing of university venture capital projects designed to support startup companies.
    Comment
    At MFA, I am working to leverage my deep experience in transactions with institutional investors and corporations to work principally in liaison with the companies requesting our services. In addition to helping define and raise awareness of the true meaning of “fiduciary”, I am working to make wide-ranging contributions to Japan’s capital markets by promoting “fruitful dialogue” that benefits all stakeholders.
  • Director

    Ryuji Kojima

    Academic history
    Keio University, Faculty of Law. MA in International Relations at John Hopkins School of Advanced International Studies (SAIS).
    MBA from The Wharton School of the University of Pennsylvania.
    Career history
    Engaged in proposals and long-term implementation support in the fields of companywide business strategy and individual project strategy while working for CDI. Seconded to Pöyry (currently AFRY) Management Consulting and the International Finance Corporation (IFC) for work on supporting SDGs. After serving as a partner and Asia-Pacific (Singapore) Director for CDI, he joined IGPI, then becoming Managing Director. He then joined MFA, his current company. Specializes in areas including corporate reforms related to the move towards service provision in the manufacturing industry, medium- to long-term strategies connected with the globalization and localization of business management, and corporate reforms designed to produce sustained increases in value at mature, high profit companies.
    Comment
    I respect the principles involved in the foundation and maintenance of each company, and work to achieve reforms that can help a business continue flourishing in future. I aim to contribute to the thorough exercise of good stewardship by making use of all of the MFA staff’s experience in business management, consulting, investment and financing, fostering human resources.
  • Director, Engagement Manager

    Takuya Hori

    Academic history
    Masters, Graduate School of Informatics, Kyoto University
    Career history
    Worked as a manager in the engagement investment business at Misaki Investment. Joined MFA on secondment. Before joining Misaki Investment, worked at the business consulting firm Arthur D. Little. As principal, he worked mainly with major device, electronic component, and machinery manufacturers, on projects including the formation of companywide business strategies, individual product strategies, new business strategies, R&D strategies, M&A (due diligence, post-market integration), and other business reorganization projects.
    Comment
    As a business consultant and investor, I have frequently observed the skilled performance of Japanese companies. My goal is to provide support, through engagement, to help all companies make the most of their internal potential.
  • Engagement Manager

    Kim Chanmoon

    Academic history
    Faculty of Science and Technology, Tokyo University of Science. MBA from the Keio Business School at Keio University.
    Career history
    After working in business administration and in the proposal and execution of growth strategies at a non-Japanese manufacture of consumer goods, he gained experience in fields including post-merger integration at a newly-merged company before joining IGPI, working on various projects, principally business transformation projects at large companies in the manufacturing industry. He participated in a business turnaround at a Japanese automotive component manufacturer and then went to work for a non-Japanese consulting firm before joining MFA. As a specialist in business transformation, he works to develop conceptual visions and support execution at various stages of a company’s business, including business reorganization, medium- to long-term growth strategies, financial strategies, organizational transformation, and the advancement and improvement of business administration.
    Comment
    I think that providing advice and supporting project execution are not two distinct areas. Rather, they are both indispensable stages of progress towards a common goal. I hope to use my experience on both sides of the aisle – at firms giving and receiving consulting services – to contribute toward sustained increases in corporate and industry value, as well as the establishment of constructive relationships between investors and equity issuers.
  • Engagement Manager

    Ryuichi Takahashi

    Academic history
    Department of Economics, Faculty of Political Science and Economics, Waseda University
    Career history
    After graduating university, he joined the business consulting firm IGPI. Seconded to MFA. At IGPI, he took part in a range of different projects, not only in the principal investment business, but also in the information communications, manufacturing, energy, and finance industries, consulting in areas including the formulation of project strategy, new businesses, structural reform and M&A advice.
    Comment
    I hope to use the multi-disciplinary perspectives I have a quite as a management consultant to working together with you all through engagement activities.
  • Associate

    Hiroya Fujita

    Academic history
    Faculty of Commerce and Management, Hitotsubashi University
    Career history
    Joined Sumitomo Mitsui Trust Bank, working in individual and corporate sales at one of the bank’s branches, mainly providing support for customer asset management. Went on to work both in Japan and overseas in the field of credit management in the bank’s risk management department.
    Seconded to MFA in April 2023.
    Comment
    While most of our engagement staff are highly experienced consultants, I joined the team as a banker. As banking focuses on looking at companies’ downside risks, moving to MFA represented a major change in emphasis for me, but I will work to harness my experience so far as I contribute to engagement.
  • Associate

    Kenta Murata

    Academic history
    School of Economics, Kwansei Gakuin University
    Career history
    Joined Sumitomo Mitsui Trust Bank and worked in individual and corporate sales at one of the bank’s branches. Recent work principally involves asset management proposals for corporate customers in the finance industry, and the provision of solutions for trust businesses including the real estate agent and securities agent businesses. Seconded to MFA in July 2023.
    Comment
    In the banking industry, I mainly dealt with the concerns of financial institutions and individual investors, making proposals to deliver respectively appropriate solutions.
    I am taking on the challenge of working in this new field and hope to use my previous experience to contribute to engagement.
  • Associate

    Yuto Kaneko

    Academic history
    Master of Physics from Graduate School of Science, Osaka University
    Career history
    After completing graduate studies, he joined the business consulting firm IGPI. Seconded to MFA. At IGPI, he engaged in consulting services mainly for the manufacturing industry, makers, and the energy sector, including formulating business strategies, establishing new businesses, and supporting the execution of structural reforms.
    Comment
    Through my experience with consulting support for large Japanese companies, I have encountered the challenges of reform. At MFA, through a different approach called engagement, I will contribute to the revival of the creativity and growth potential of Japanese companies.
  • Legal Counsel

    Chinatsu Hoshi

    Academic history
    Department of Economics, Faculty of Political Science and Economics, Waseda University
    Graduate School of Law, Keio University
    Career history
    After graduating university, she worked for the sales department of the Japan Bank of International Cooperation on financing infrastructure products in Central and South America. Then graduated from the Graduate School of Law at Keio University, and passed the Japanese bar exam. Worked for Mori Hamada & Matsumoto on projects including the financing of energy related projects and international investment trust businesses. After maternity leave, began working for MFI as legal counsel, and as comptroller of Education Beyond.
    Comment
    At MFA, I am responsible for legal work including drafting and reviewing contracts and checking compliance.

Other professional relationships

Engagement Staff

  • We invite and work with a diverse range of professional staff, including those with experience in management consulting, private equity funding and business executive management
  • We also welcome personnel on dispatch from investors and shareholders (institutional investors and financial institutions)

Academic advisors (tentative)

  • Professor Ken Kusunoki (School of International Corporate Strategy, Hitotsubashi University)
  • Professor Mikiharu Noma (Business Administration Program, School of Business Administration, Hitotsubashi University)

CONTACT

Contact

Enquiries category (you can choose more than one item)

Company name

Department name/job title

Name

Email address

Telephone number

Enquiry details

Disclaimer/privacy policy

The principal business of MFA, Inc. (MFA) is “engagement with equity issuers on behalf of financial institutions and investors who owns shares in an issuer (fiduciary agent business)”. MFA is aware that the protection of personal information is an important issue in the pursuit of that business, and has established the personal information protection policy below, to be followed thoroughly and implemented fully by all employees.

The purpose of MFA’s personal information protection policy:
To thoroughly protect personal information, and continually provide peace of mind to all stakeholders.

About our personal information protection policy:
MFA will handle all personal information connected with the pursuit of its business as a fiduciary agent, including personal information on clients and personal information on MFA employees, within management and control structures for handling the protection of personal information, as established appropriately for the company’s business. All information will be handled appropriately and carefully in accordance with our internal regulations.

(1) Collecting personal information:
When collecting personal information, MFA shall clarify the purpose of the information collection, and will only use the collected information in a legal and fair manner within the scope required to achieve the stated goal. MFA collects personal information for the purposes below:
Purpose of collecting personal information
1. To pursue its fiduciary agent business
2. Sales activities regarding above, including visiting clients and contacting them by post, email, telephone, or other channels

(2) Use of personal information:
Personal information will only be used within the scope of the purpose of collection as agreed by the parties concerned.

(3) Provision and entrustment of personal information:
Personal information shall only be provided to or entrusted to a third-party for use within the scope of the purpose of collection as agreed by the parties concerned. Advance approval from the parties concerned shall be required before personal information is provided to or entrusted to a third party.

Our safety policy:
To ensure the accuracy and safety of personal information, MFA implements several safety countermeasures, including information security policies, to prevent unauthorized access to personal information as well other adverse outcomes including the loss, damage, unauthorized modification, or leakage of personal information. MFA promptly takes any remedial action required as a result of internal audits, actual examples of security issues in the market, and requests for action from the parties concerned.

Legal and regulatory compliance:
To thoroughly protect personal information, MFA will thoroughly uphold laws and regulations on personal information protection, other related standards, and norms and the MFA privacy policy, which complies with those laws, regulations, standards, and norms.

Our ongoing compliance program:
By taking the opportunity to review our internal audits and the compliance program put in place by our business representatives, we seek to continually improve our compliance programs and constantly maintain a state of strong compliance.

Respect for the rights of individuals:
MFA respects the rights of individuals and will respond conscientiously if requested by an individual to disclose, modify or delete, or refuse the usage by a third party, or the provision to a third party, of the individual’s information.

MFA Personal Information Protection Officer
MFA, Inc., Executive Officer and Director, Takashi Kawamura

Enquires about these matters:
For enquires on the MFA Privacy Policy and Personal Information Protection Policy, please contact us as per the below:

Tel: 03-5783-4120 (representative)
Fax: 03-5783-4630
E-mail: privacy@mfai.co.jp

March 16, 2023
MFA, Inc.
Kotaro Ishii, Chief Executive Officer