The multidimensional and evolving nature of contemporary shareholder-company engagement practices means that the processes which shape corporate decisions are becoming more diffuse and potentially less transparent. Ensuring accountability is more complex in these circumstances and requires a focus on various channels of influence-wielding.

The right to elect and remove directors is a key feature of shareholder participation in corporate governance. Indeed, the ultimate form of board-shareholder engagement is for shareholders to have their representatives inside the boardroom. This chapter examines the role that minority shareholders play in nominating directors to corporate boards. Despite the growth in power of institutional investors, and their increasing commitment to investor stewardship, global asset managers almost never attempt to nominate director candidates themselves. Rather, the most effective instigators of minority shareholder board representation are activist hedge funds. This chapter makes three key contributions to the discussion on board-shareholder engagement. First, drawing on a hand-collected dataset of activist board representation campaigns at S&P 500 companies, it analyses the practice of activist hedge funds appointing directors to corporate boards. Second, it explores the implications these cases of activist-nominated directors may have on accepted wisdom regarding the role of the board. In particular, it is argued that activist‑appointed directors may expose some of the limitations of the current independent monitoring board model and exemplify a solution where boards proactively contribute to sustainable value creation. Third, the chapter explores how to facilitate broader institutional investor participation in the director appointment process.

As one of the solutions to revive its economy that have suffered from stagnation of over two decades from 1991 onwards, the Japanese government has sought to change its stakeholder-oriented corporate governance system into more shareholder-oriented one and has implemented several reforms, including the adoption of the 2014 Japanese Stewardship Code and the 2015 Japanese Corporate Governance Code. As a consequence, shareholder engagement and voting have attracted considerable attention in the corporate governance scene in Japan in recent years. In particular, hedge fund activism and proxy fights are becoming more popular as the activists and the challenging shareholders expect that they would receive more support from domestic institutional investors than they had in the past.After describing the transition of the Japanese corporate governance system and the legal measures granted to shareholders, this chapter analyses the current state of the shareholder meeting and shareholder voting and engagement in Japan.