A subcommittee under the Industrial Structural Council, an advisory panel to the minister of international trade and industry, on Friday compiled a set of proposals to revise corporate laws to make corporate management more responsive and flexible.

The proposed revisions to the Commercial Code and other corporate-governing laws are designed to provide for greater flexibility of corporate activities, thereby enabling swift and efficient decision-making.

Specifically, the subcommittee calls for the simplifying of procedures for carrying out business transfers and issuing stock purchasing rights.

Firms are required, for example, to seek approval at a shareholders' meeting for the issuing of bonds with equity-purchase warrant. The subcommittee, however, calls for giving a firm's board the right to decide on the issuance of such bonds.

The report, meanwhile, recommends that the responsibility of top management be better clarified by distinguishing those executing business and those supervising business execution.

In this regard, the report calls for companies to be allowed to appoint a chief operating officer from outside the company's board of directors.

It urges greater disclosure of corporate information -- including the disclosure of salaries paid to board members and auditors -- in order to subject corporate activities to further monitoring by the market.

The subcommittee also calls for easing regulations over the use of stock options, such as expanding the scope of recipients.

Regarding the spread of information technology, the report calls for allowing the use of the Internet in shareholders' general meetings and board meetings.

Protection policy set

A state panel of Cabinet ministers in charge of consumer administration agreed Friday on a six-point policy plan aimed at ensuring consumer protection in areas such as Internet commerce.

The Consumer Protection Conference, headed by Prime Minister Yoshiro Mori, decided that in order to promote a society based on information technology, it is necessary to give the public a sense of security in making transactions through the Internet.

It agreed to set up basic rules concerning contracts made through the Internet and to make better-known to the public a new rule requiring Internet vendors to make their information easy to understand on the screen.

Under the panel's plan, a more efficient system will be established to provide consumers with information on food, in light of the rise in food-poisoning cases in the country in recent years.

Research will also be promoted on genetically modified food to determine whether such food products pose health risks. The panel agreed to draw up a bill on protecting personal information, and to ensure the smooth implementation of a new antiscam law to go into force April 1. The law will allow consumers to cancel dubious contracts made on the basis of falsified information.