The 2025 Japan Spencer Stuart Board Index provides a detailed analysis of the current state of corporate governance and the challenges of Japanese companies listed on the Nikkei 225 and TOPIX 100 indexes. We also compare the results with data from major countries and provide Spencer Stuart's insights.
Highlights of this year’s index include:
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The revised Companies Act, which came into effect in May 2015, introduced a third oversight body, the "company with supervisory committee," to enhance the board's oversight function. Companies have three board structure options: "company with kansayaku board," "company with three committees” and “company with supervisory committee." Less than half of Nikkei 225 and TOPIX 100 companies have kansayaku board structures. Approximately 10 years after the legal amendments, only about 33% of companies have transitioned to a supervisory committee structure.
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There are in total 1,235 external directors on the boards of Nikkei 225 companies and 599 on the boards of TOPIX 100 companies, and the upward trend is increasing for both indexes. The ratio of independent external directors with no conflicts of interest is 99% for both Nikkei 225 companies and TOPIX 100 companies, making independent external directors the norm.
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The ratio of appointed foreign directors has increased year over year, with 32% for Nikkei 225 companies and 48% for TOPIX 100 companies. The ratio of foreign directors on boards is unchanged from last year, at 5% for Nikkei 225 companies and 8% for TOPIX 100 companies. The figures for Japan are low compared to the UK (37%) and France (36%).
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The number of companies appointing female directors is steadily increasing each year and has reached nearly 100% for both Nikkei 225 and TOPIX 100 companies. However, the ratio of female directors among all board members is 23% for Nikkei 225 and 24% for TOPIX 100, significantly lower than France (47%), the UK (44%) and the U.S (35%). Furthermore, the ratio of companies with 30% or more female directors is low, at 23% for Nikkei 225 companies and 30% for TOPIX 100 companies. While there has been a significant increase over the past two years, the figures remain low compared with Western countries.
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Approximately 50% of outside directors at both Nikkei 225 and TOPIX 100 companies come from the private sector, and 60% of them have experience as president, chairman or CEO.