Chisso accountable to public

『Chisso accountable to public, not shareholders』 と題する記事が昨日のヘラルド朝日（International Herald Tribune/The Asahi Shimbun) 並びにインターネット上の asahi.com に掲載されました（下記）。

1月23日の朝日新聞の『私の視点』欄に掲載された投稿記事を朝日新聞の方で英訳して上記メディアに載せたものです。

人災によってもたらされた『ミナマタ』の悲劇。再発防止の為にもこの問題に関する理解が浸透することを願います。

POINT OF VIEW/ Hidetoshi Iwasaki: Chisso accountable to public, not shareholders

02/02/2008

THE ASAHI SHIMBUN

Chisso Corp., the chemical maker responsible for the outbreak of Minamata disease in the 1950s, has rejected the financial relief package put together by the ruling coalition for unrecognized patients of the disease, a neurological syndrome caused by mercury compounds the company dumped into Minamata Bay in Kumamoto Prefecture.

In explaining the reasons for rejecting the measure, Chisso said the 1995 political settlement with unrecognized patients of the disease was supposed to be a "total and final" resolution of the compensation issue. The company also said it would not be able to give a convincing justification for the fresh payments to its shareholders, employees, financial institutions and business partners.

But Chisso's argument about its accountability is unsound. Its management should be held accountable to the nation's public, not the 36,000 shareholders of the company.

Under a capitalist system, the chief executives of shareholder-owned companies are selected by the directors, who are appointed by shareholders meetings. The chief executives are expected to run the companies for the long-term interests of shareholders. This is the basic structure of corporate governance.

But what exactly are the interests of shareholders of Chisso, a company whose liabilities have exceeded its assets by more than 100 billion yen for 20 years?

Chisso's shareholders must be well aware that the net economic value of their stakes in the company (including claims to the firm's remaining assets) is in the minus territory.

The company with a negative net worth of over 100 billion yen has been kept alive by joint financial aid from the state, Kumamoto Prefecture and creditor banks.

In reality, these creditors supporting Chisso--the central and prefectural governments and the financial institutions--are the true owners and stockholders of the company.

Under the life-support system for Chisso, Kumamoto Prefecture issues bonds and lends the money raised to the firm. Most of the bonds are bought by the central government under the arrangement, which is backed by a Cabinet decision to prevent this effort from imposing a burden on the prefecture's finances.

In other words, the central government is Chisso's largest creditor, providing massive financial support to the company. And it is taxpayers' money.

Instead of worrying about their accountability to the "nominal" shareholders who are fully aware that the firm has only negative shareholder value, Chisso's top executives should focus their management attention on the creditors, which have provided a total of 177 billion yen in long-term and short-term loans. And they should realize that the state is the largest creditor.

These creditors should play a higher-profile role for the company's management. They should take steps to turn themselves into actual shareholders, such as converting the bonds into stocks or using convertible preferred stock under the financial support program, to enhance their control over the Chisso management team.

If these creditors, which should be regarded as the firm's hidden but real owners, are hesitating to exercise greater control and oversight of the company's management because of fears of being linked to the company responsible for the environmental disaster, the financial support plan will lose support among the public.

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The author is a management consultant.(IHT/Asahi: February 2,2008)