Profit is not a "surplus." It is a fee for the use of capital. Those who put up the money do not lend it for free. Fall below the return they expected and the business is creating no value — even if the books show black. Taking as our clue the "invisible rent" that never appears on the balance sheet — the cost of capital — this piece returns to the statutes and the reports to sort out why profit is required.

01In the Black, Yet Called "Not Enough"

Even when the financial results are in the black, the reply from shareholders and investors can be that it is "not enough." On the floor, this can look unreasonable. But their yardstick is not "black or red." Did the capital they entrusted produce a return commensurate with their expectations? That is what is being asked.

The provider of capital could have put those funds to another use — shares in another company, government bonds, a deposit. That is precisely why there is a level they want cleared at minimum. Fall below it, and even black ink looks like "letting my money sit idle." Profit becomes value only once it clears this level. So the answer to "why is profit required" is not "because we want to make money," but "because the capital we have been entrusted with carries a price tag."

02The Cost of Capital — The Rent That Never Reaches the Balance Sheet

Capital comes from two sources: borrowing from banks and others (debt), and investment by shareholders (equity). Debt carries an explicit cost — interest — and an invoice arrives. What tends to be overlooked is the cost of equity. Shareholders expect a return in the form of dividends and a rising share price, and this too is a genuine fee for use — only it is rent for which no invoice ever comes.

Weight these two by the funding mix and you get WACC (the weighted average cost of capital). If the return the business generates falls below this WACC, corporate value is eroding even when the accounts are in the black. Black ink is no proof of success. Whether you have paid even the invisible rent is the line between having created value and having destroyed it.

Cost of debt

The visible rent

Interest on borrowing. The amount is fixed by contract and an invoice arrives. Almost anyone recognizes it readily as a cost.

Cost of equity

The invisible rent

The return shareholders expect from dividends and a rising share price. No invoice comes, but fail to meet it and capital quietly walks away.

WACC

The level to clear

The weighted average of the cost of debt and the cost of equity by funding mix. Value arises only once the business return clears, at minimum, this level.

We call it rent because, like rent, it must be paid again and again. Not a single year in the black, but clearing this level period after period — only then is the management judged worthy of the capital it holds.

03The Ito Review's 8% ROE — Less the Number Than the Thinking Behind It

In 2014, the final report of a Ministry of Economy, Trade and Industry project — commonly known as the Ito Review — put forward ROE of 8% as one benchmark of capital efficiency. The figure tends to take on a life of its own, but the point is not the 8% level itself.

What the report asked for was to keep producing an excess return over the cost of capital on a sustained basis — the equity spread. Because the cost of capital differs from one firm to the next, clearing 8% is enough for some companies and short for others. Clearing it once means nothing if it does not last. The core of the report is the habit of asking, with your own head, "are we beating our cost of capital?"

04Principle 5-2 — Investing Without Minding the Cost Is Slow Value Destruction

This thinking has also become conduct required of companies. Corporate Governance Code Principle 5-2 calls on management to present the basic direction of its earnings plan and capital policy on the basis of an accurate grasp of its own cost of capital. Grasping the cost of capital is no longer an optional piece of advanced finance; it is a premise that a listed company bears as part of its accountability.

Put the other way around, investing without minding the cost amounts, in the eyes of the capital providers, to slow value destruction. Even with no dramatic loss, keep making investments that earn only a return below the cost of capital and value is quietly whittled away. So management must speak in the language of the cost of capital about which businesses to leave capital in and which to pull it from.

05To the Materials-Review Floor — Decisions Carrying the "Invisible Rent"

How does all this connect to the practice of materials review? The reviewer faces materials, not financial statements. Yet behind the management decision that produces those materials, this invisible rent is always at work.

An aggressive sales plan, a hurried product push, the pressure to show results in the short term. Trace the source and you often run into the demand to "beat the cost of capital." Management translates that demand into KPIs and budgets and hands it down to the floor. So the floor's eagerness to push forward is, more often than not, the consequence of cost-of-capital pressure upstream rather than the disposition of any one staffer. If the reviewer knows this rent exists, they can read at high resolution why management is in such a hurry.

And the rent jumps after a scandal. A company that has once lost trust is asked by investors for a higher return, and its cost of capital rises for good. The fine may be one-off, but the raised rent stays on as a burden every period (this pathway is taken up in Vols. 9 and 10). Materials review is also an activity for keeping this invisible rent from rising — recast that way, review is not a cost to be cut but an investment that holds the cost of capital down.

Key Points — Four to Take Away
  1. Profit is a fee for the use of capital. Fall below the expected return and even accounting black ink amounts to value destruction.
  2. WACC is the weighted average of the cost of debt and the cost of equity. If the business return falls below WACC, corporate value erodes.
  3. The Ito Review (2014) offered ROE of 8% as a benchmark, but the point is sustaining an equity spread that beats the cost of capital over time.
  4. Corporate Governance Code Principle 5-2 calls on management to grasp the cost of capital accurately. Investment that ignores it looks like slow value destruction.
Sources & References
  1. Ministry of Economy, Trade and Industry. Final report of the project "Competitiveness and Incentives for Sustainable Growth — Building Favorable Relationships between Companies and Investors" (the Ito Review, 2014). Offered ROE of 8% as one benchmark and called for sustaining an equity spread above the cost of capital.
  2. Tokyo Stock Exchange. Corporate Governance Code, Principle 5-2 (Establishing and Disclosing Business Strategy and Business Plan). Calls for presenting the basic direction of the earnings plan and capital policy on the basis of an accurate grasp of the company's own cost of capital.
  3. Companies Act, Article 105, Paragraph 1, Item (i) (Right to Claim Dividends from Surplus). Provides for the shareholder's right to receive a dividend out of the company's profit, giving legal grounding to the return expectation on equity (the cost of equity).