The General Counsel as Board Member – Advice from Larry Bates, Former General Counsel at Panasonic, Lixil, and GE Japan

 

In Japan, traditionally there was no role of “General Counsel” (GC), the senior in-house counsel/lawyer, who sometimes sits on the board. Instead, until recently the standard model was that companies had a “Legal Department” led by a general manager who normally was not a licensed lawyer, and therefore had less to “lose” if he failed to give proper advice or transgressed ethical and other rules set by the Bar Association. However, as Japanese companies have expanded and globalized, more of them are realizing that it is essential to have an actual licensed attorney serve as the “Chief Legal Officer” (CLO), serving a broader, more senior, and influential role.

In this webinar, BDTI’s Nicholas Benes will interview the well-known Larry Bates, who recently stepped down from his role as Panasonic’s first General Counsel and will retire as a director in June of this year. During the past 30 years, Larry has served as General Counsel at three different companies, all of which operated in a global legal context. To provide actionable advice and perspectives to Japanese companies, the interview will focus on key issues such as: (a) what should be the GC’s role and mission, and how does the concept of “GC” differ from the traditional Japanese model? (b) should that role include “corporate secretary” duties, or should the two roles be kept separate? (c) what other functions does it overlap with, and how should the GC relate to them? (d) what are the pros and cons of having the GC sit on the board? What is his or her relationship with the board and other executives? (e) what legal or compliance matters do Japanese companies need to pay more attention to? (f) what is it like to participate in board decision-making itself, not only as GC but also as a foreigner, on a Japanese board? What can be done by Japanese companies to benefit more from diversity? – to name just a few.

After the interview, there will be a panel discussion including other experienced legal advisors and independent directors at global companies. We will be joined by Chika Hirata, currently Regional Head of Ethics and Compliance at Takeda, and the former CLO and Corporate Secretary at MetLife Japan; and by Yumiko Ito of Ito Law Office, who also serves as an independent director for Kobe Steel, Ltd. and as an independent corporate auditor for Santen Pharmaceutical, Co., Ltd.

This event will be held in English.

6/1ウェビナー:担当者が説明する日立の人事制度改革~【日本語字幕付き】動画アップ~

6/1のウェビナーでは、アラバチ氏が過去10年間に日立が導入したタレントマッピング、キャリアプランと育成、業績評価、昇進、多様性の拡大などの最新人事慣行を紹介しました。BDTI代表のニコラス・ベネシュがアラバチ氏にインタビューを行い、日立が直面した最大の課題を明らかにし、他の日本企業が同様の課題を克服するための具体的なアドバイスをいただきました。その後、元日立人事部長の山口健夫氏、同様の改革を進めているオリンパスのクリスチャン・イワノフ氏が参加しました。

メトリカル:コーポレートガバナンスはどのくらい改善したか2021年(5)- 独立取締役比率の変化

前の記事「How far has corporate governance progressed in 2021 (4)」で、Metricalユニバース1,704社の2020年12月および2021年12月時点のROAおよびROEのそれぞれの変化率でコーポレートガバナンス・プラクティスの各評価項目について相関を分析について述べました。その分析結果では、コーポレートガバナンス・プラクティスをボードプラクティスと会社の実際の行動を表すキー・アクションで分けた場合、ROAおよびROEはともにキー・アクションとは有意性のある相関が確認されましたが、ボードプラクティスとは有意性のある相関は見られませんでした(下表参照)。このことから、2021年の分析期間では、会社の利益が増加して好業績が自信につながったことがボードプラクティスを改善するインセンティブにならなかったという推論ができます。会社はボードプラクティスを改善する何か別の動機があったのではないかとお伝えしました。

メトリカル:5月の株式相場はインフレ指標の上昇鈍化を好感した米国株式相場の上昇を受けて月前半の値下がりを取り戻して取引を終えた。CG Top20株価は弱気相場の中でTOPIXおよびJPX400の両株価指数に対してアンダーパフォーマンス。

月前半は米国金利上昇懸念から弱含んだ米国市場を受けて株式相場は低迷した。月末は米国インフレ指標のピークアウト期待から大きく上昇した米国株式を受けて、月前半の値下がり分を取り戻して取引を終えた。5月1ヶ月間のTopixとJPX400の両株価指数は0.78%および0.82%とそれぞれ反発。一方、CGレーティング・スコア上位のCGTop20株価は-0.19%と、両インデックスに対してアンダーパフォーマンス。

The General Counsel as Board Member – Advice from Larry Bates, Former General Counsel at Panasonic, Lixil, and GE Japan

 

In Japan, traditionally there was no role of “General Counsel” (GC), the senior in-house counsel/lawyer, who sometimes sits on the board. Instead, until recently the standard model was that companies had a “Legal Department” led by a general manager who normally was not a licensed lawyer, and therefore had less to “lose” if he failed to give proper advice or transgressed ethical and other rules set by the Bar Association. However, as Japanese companies have expanded and globalized, more of them are realizing that it is essential to have an actual licensed attorney serve as the “Chief Legal Officer” (CLO), serving a broader, more senior, and influential role.

In this webinar, BDTI’s Nicholas Benes will interview the well-known Larry Bates, who recently stepped down from his role as Panasonic’s first General Counsel and will retire as a director in June of this year. During the past 30 years, Larry has served as General Counsel at three different companies, all of which operated in a global legal context. To provide actionable advice and perspectives to Japanese companies, the interview will focus on key issues such as: (a) what should be the GC’s role and mission, and how does the concept of “GC” differ from the traditional Japanese model? (b) should that role include “corporate secretary” duties, or should the two roles be kept separate? (c) what other functions does it overlap with, and how should the GC relate to them? (d) what are the pros and cons of having the GC sit on the board? What is his or her relationship with the board and other executives? (e) what legal or compliance matters do Japanese companies need to pay more attention to? (f) what is it like to participate in board decision-making itself, not only as GC but also as a foreigner, on a Japanese board? What can be done by Japanese companies to benefit more from diversity? – to name just a few.

After the interview, there will be a panel discussion including other experienced legal advisors and independent directors at global companies. We will be joined by Chika Hirata, currently Regional Head of Ethics and Compliance at Takeda, and the former CLO and Corporate Secretary at MetLife Japan; and by Yumiko Ito of Ito Law Office, who also serves as an independent director for Kobe Steel, Ltd. and as an independent corporate auditor for Santen Pharmaceutical, Co., Ltd.

This event will be held in English.