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Shaping tomorrow through investment: Japan's vision as a leading asset management center

Uniting government initiatives to foster a “virtuous cycle of growth and distribution,” powering Japan's long-term economic growth

Authors:

Hiroshi Maeta: Managing Director, Financial Services, Deloitte Tohmatsu Risk Advisory LLC
Hirokazu Ina: Partner, Legal, DT Legal Japan
Yumi Harada: Managing Director , Legal , DT Legal Japan

Performance Magazine Issue 47 - Article 2

To the point

The Japanese government seeks to redirect household financial assets from savings to investments, fostering a virtuous cycle where corporate value growth benefits households and stimulates further investment and consumption.

Building on previous efforts targeting stakeholders in the investment chain, the government is now prioritizing reforms in the asset management sector to complete the initiative.

The 2024 amendment to the Financial Instruments and Exchange Act marks a key step in restructuring Japan's asset management industry, introducing greater flexibility and expertise through new policies.
 

Introduction

Japan's government believes in fostering growth and distribution by transferring household savings which make up over half of financial assets to investments. The objective is to boost corporate value and return benefits to households. The government has been taking initiatives for households, financial products sales companies, corporations, financial and capital markets.

Following these initiatives, the government will focus on household financial assets as the remaining piece of the investment chain. Aiming to reform asset management and ownership, Japan’s national strategy focuses on becoming a leading asset management center. The government is making reforms to attract both domestic and international asset managers to the Japanese market.

Despite barriers such as complex entry procedures, unique business practices, and limited sales channels, Japan's government launched the Policy Plan for Promoting Japan as a Leading Asset Management Center in December 2023, aiming to upgrade the asset management sector and attract overseas entrants.
 

1. Revision of the Financial Instruments and Exchange Act: Institutional reform to change the structure of the investment business

The revision of the Financial Instruments and Exchange Act in 2024 was an important step in reexamining the structure of Japan's asset management business. Lifting the ban to give investment managers full authority to issue investment instructions, and creating a voluntary registration system for middle and back office operation businesses are crucial reforms. These changes are part of the Policy Plan for Promoting Japan as a Leading Asset Management Center, designed to introduce a new flexibility and expertise to the Japanese investment business.

i. Lifting the ban on full investment instruction authority: opening opportunities for small and medium-sized players.

Under the previous system in Japan, investment managers were prohibited from outsourcing all investment decisions. Managers were required to make investment decisions at least partly on their own, and there were limitations to outsourcing all trading activities.

However, the 2024 regulatory revision lifted the ban on the full delegation of management authority, making it possible to outsource actual investment decisions and execution to external specialized players while investment managers focus on designing management policies and portfolio strategies.

This will allow a division of roles between companies handling investment execution and those designing investment strategies in Japan, similar to business models in Europe, the US, and Japan's "outsourced model." Small and boutique managers can now focus on innovative asset management.

ii. Voluntary registration system for middle and back-office operations: Securing reliable contractors

Another noteworthy development is the establishment of a voluntary registration system for middle and back-office operations in investment management.

Obtaining a Japanese investment management license is challenging for new, small, and overseas companies due to the need for significant equity capital, experience, and a strict internal control system. Additionally, there was no cross-industry framework for vendors and custodians undertaking middle and back-office operations in Japan’s asset management industry. Therefore, the quality of services and management systems varied from business to business. Even established investment managers have struggled with outsourcing middle and back-office operations.

The new system allows the Financial Services Agency to certify business operators with proper control, information management, and compliance systems. This infrastructure enables investment managers to entrust their businesses with confidence, ensuring reliable outsourcing while enhancing operational efficiency and quality.

Please refer to the appendix.


2. Asset owners and household financial assets: Leveraging idle cash holdings

In Japan, households have around 2,000 trillion yen in financial assets, with more than half in cash and deposits. The government expects asset owners, like corporate pension and university funds, to strengthen asset management and become key investment chain players. Asset owners should manage necessary risks to boost asset performance and investee company growth, contributing to startup funding. The Japanese government is implementing major reforms targeting asset owners and household assets as part of the "Leading Asset Management Center" strategy.

i. Asset ownership reform: Formulation of asset owner principles

The Financial Services Agency has developed the Asset Owner Principles to guide asset owners— such as pension funds, insurance companies and university endowments— in serving the best interests of their beneficiaries. These principles emphasize clarification of investment objectives and targets, the development of appropriate systems, risk management, transparent reporting of investment results, and well-defined criteria for selecting investment contractors.

In line with this initiative, a new law has been enacted in Japan to strengthen protections for beneficiaries, including insurance and pension subscribers and universities.

The government is working on a system to maximize returns for beneficiaries by improving investment management practices that support corporate growth and generate social impact, thus moving beyond a focus solely on risk aversion. As asset owners and their fiduciaries— those responsible for asset management— adopt more sophisticated practices in line with the evolving Japanese investment chain, the overall investment capabilities of the industry are expected to improve. This should promote medium to long-term growth for investee companies, enhance corporate value, and foster healthy competition among investment managers. 

ii. Approach to household wealth: Promoting investment through tax incentives and financial education

In 2024, Japan introduced a new NISA system, modeled on the UK's ISA, as an investment promotion measure for individual investors. It offers a maximum tax-free investment limit of 12 million yen per person, with an indefinite tax-free period. Individual investors favor long-term, accumulated, and diversified investment, and in 2024 NISA purchases totaled 17.4 trillion yen.

Furthermore, financial literacy education for young people has been accelerated, mainly through the Japan Financial Literacy and Education Corporation (J-FLEC) established in 2024. Efforts focus on empowering individuals to manage their finances at school, work, and in their communities.

iii. Corporate governance reform and maturation of market culture

Corporate governance reforms led by the Japanese government are also a major tailwind for the maturity of the investment environment. Listed companies must consider capital costs and stock prices, while the Stewardship Code is being reinforced, leading to more meaningful engagement.

In Japan, a "market culture" where companies and investors collaborate to enhance value through dialogue has been steadily taken root. This creates an environment for overseas asset managers who are committed to long-term and responsible investment to engage seriously with Japanese companies and create value.


3. Japan's Thriving Asset Management Market with Global Connections

In Japan, the government is now taking the lead in supporting the formation of an ecosystem for investment services and funding, and the entry of foreign players. By becoming an asset management center, the local market is expected to strengthen its position as an asset management base in Asia and attract global investment capital and technology.

With significant changes in household asset allocation expected, Japan's asset management market is poised for strong growth. The Japanese government and industry leaders anticipate that global asset managers will offer advanced solutions to households, boosting Japanese companies and the economy through investment.

The 17 trillion yen NISA purchase in 2024 may seem small from the perspective of Japanese households overall. However, looking back at the introduction of 401 K in the US and Superannuation in Australia, 2024 might be seen as a significant turning point for Japan’s asset management market.

With the Japanese government reaffirming the asset management business’s role in the investment chain, we believe that contributing to or entering the Japanese asset management market should be regarded as an important strategic priority for global asset management players.  

Conclusion

  • The Government of Japan is reforming the asset management industry to make the local market more attractive to both domestic and international asset managers, as part of a national strategy to become an asset management center.
  • The 2024 institutional reforms, including allowing investment managers full authority to issue investment instructions and creating a voluntary registration system for middle and back-office operations, aim to enhance flexibility and expertise in Japan’s investment management business.
  • Asset owners such as corporate pension and university funds, holding significant assets, are expected to become key players in the investment chain by strengthening their systems and improving their investment management capabilities.
    By becoming a Leading Asset Management Center, the Japanese market is expected to bolster its status as Asia’s asset management hub, drawing investment capital and technology globally.

The 2024 revision of the Financial Instruments and Exchange Act allowed investment managers to outsource middle and back-office operations (compliance and accounting) to qualified firms. A new registration system has been introduced for those handling these operations, who are referred to as “Contractors” once registered.

If an investment manager outsources compliance or accounting tasks to Contractor, it does not need in-house employees with detailed expertise in those areas, only those capable of properly supervising the outsourced work performed by Contractor.

In recent years, when registering investment management businesses, it is particularly difficult to secure compliance officers, which is said to be a barrier to new entrants. In other words, there is a requirement for "a compliance division (or designated person in charge) to be established independently from the asset investment division, and for personnel with adequate knowledge and experience to be appointed at this role." However, due to the lack of special qualifications and education systems for compliance officers, human resource development has been slow, and the number of compliance officers has not kept pace in line with the growing number of investment managers who wish to register.

For international investment managers, communication with overseas compliance supervisors is essential, and requires English proficiency, increasing the challenge of recruiting talent in Japan. In addition, small investment managers often rely on a single compliance officer within their companies, risking non-compliance if they retire.

Under the revised law, investment managers will no longer need to hire full-time compliance officers if they outsource compliance work to Contractors. Instead, it is necessary to have "officers or employees who are capable of supervising the relevant operations." This supervisor does not need to have direct experience in compliance work. "Managing officers" required for investment management business registration must have ample compliance and risk management expertise and may also serve as supervisors.

Outsourcing compliance work to a Contractor allows investment managers to reduce costs and time spent finding compliance officers, reducing risks of mismatch and retirement, as well as social insurance costs.

Another advantage is that Contractors specialize in compliance operations, have expertise and experience, ensuring high-quality compliance aligned with market practices.

Upon registration, Contractors are assessed on their knowledgeable and experienced employees and strong internal control systems. In addition, Contractors are subject to legal restrictions such as duty of loyalty to investment managers, duty of care as a prudent manager, prohibition of re-entrustment in principle, and obligation to preserve records.

However, registration as a Contractor is voluntary and not mandatory for companies undertaking middle and back-office operations on behalf of investment managers. If outsourced to an unregistered firm, the investment managers must maintain personnel requirements, including hiring a full-time compliance officer.

Even when outsourcing these operations, investment managers remain responsible for acting in the best interest of investors. This means they must choose a reliable Contractor, sign an appropriate contract, and maintain an effective oversight system.

Since compliance officers will no longer be company-based, investment managers need to actively disclose compliance-related concerns to Contractors as part of their daily operations, consult with them regularly, and establish a system to respond to their feedback.

Contractors are also required to develop robust systems for information exchange, management, and reporting in collaboration with investment managers. Compliance issues vary by company, which requires tailored internal rules. Collaboration between investment managers and Contractors is necessary to develop an effective compliance system. 

Note that the relaxation of personnel structure requirements in this legal revision apply only to Investment Management Business Operators under the Financial Instruments and Exchange Act. They do not affect registration requirements for those also registered as Type II Financial Instruments Business Operators or as real estate investment advisers with the Ministry of Land, Infrastructure, Transport and Tourism for managing real estate funds.

In other words, some businesses may still need to appoint compliance officers to meet other registration requirements other than investment management. Even in such cases, they can outsource parts of the compliance work or consult with Contractor. With the new registry of Contractors, it will be easier for financial instruments business operators to find reliable support for middle- and back-office operations, since the published list will include Contractors approved and supervised by the Financial Services Agency. It is expected that the usage of this system will increase the number of investment managers in Japan, which in turn will accelerate the shift from savings to investment.

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