Abstract:

This study examines human capital governance in Japanese companies under conditions of institutional change, including globalization, increasing ESG demands, and the expansion of human capital disclosure. While human capital has come to be widely emphasized as a key driver of corporate value creation, it remains unclear how it is governed at the board level and whether such governance operates in a substantive or symbolic manner. This study addresses this gap by focusing on the distinction between substantive governance and symbolic legitimation in human capital governance.

Drawing on institutional logics theory, the study conceptualizes human capital governance as a process of legitimacy construction shaped by the coexistence of multiple institutional logics, such as shareholder value, employee orientation, and global standards. Empirically, the analysis focuses on 30 large Japanese companies listed on the Prime Market over the period from 2020 to 2025, a phase marked by the rapid strengthening of institutional demands for human capital disclosure. The study adopts a qualitative research design combining content and discourse analysis of integrated reports with semi-structured interviews with CHROs and directors.

The analysis examines how causal links between human capital and corporate value are articulated, how board-level oversight is described, and how human capital is connected to decision-making and resource allocation. By comparing disclosed narratives with interview accounts, the study identifies gaps between discourse and practice and assesses whether human capital governance functions primarily as substantive governance or remains largely symbolic.

This study makes three contributions. First, it refines the concept of human capital governance by explicitly linking human capital management to corporate governance processes. Second, it re-examines the role of the CHRO as a key actor mediating multiple institutional logics. Third, it provides empirical insights into the relationship between substance and symbolism in human capital governance within the Japanese institutional context, thereby extending existing debates beyond Western settings.

Please choose your submission type: Developmental Paper

Primary Track: Corporate Governance

Keywords: Self-Governance and Internal Corporate Governance Mechanisms ;Corporate Governance in the private sector, including family businesses ;Boards of Directors and Top Management Teams ;Sustainable governance (SDG goals)

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Prof Fukuko Inoue

Biography