BDTI Update: Recent Seminars and Programs, and Those in Process

English readers (and sponsors)may be interested to know about recent seminars provided by BDTI, and those that are in the works. (Note:below, we have listed BDTI’s group programs. BDTI also offers low-costE-Learning, consisting of 4 hours on the Company Law and 5 hours on corporate governance; and “customized” courses for single companies.)

BDTI’s Main Director Training Course (BDTI国際役員塾; Two Days)

(Co-sponsors: Lexis-Nexis Japan, or Westlaw Japan/Thomson Reuters. Supporters:White & Case LLP, Deloitte Touche Tohmatsu).

Instructors: Example of typical lineup. (E-Learning alsocomes with the package)

Nicholas Benes (Representative Director of BDTI)

Christina Ahmadjian (Dean of Hitotsubashi Univ. Graduate School of Int’l Corporate Strategy (ICS))

Kenichi Osugi (Professor of Law, Chuo University law School, Director of BDTI)

Mikiharu Noma (Assoc. Prof., Hitotsubashi Univ. Graduate School of Int’l Corporate Strategy (ICS))

Yosuke Mitsusada (Associate Professor, Sanno University School of Management)

Kazuhiko Niki (Senior Manager, Deloitte Tohmatsu Enterprise Risk Services)

Yosuke Nishitani (Monitor Japan)

Akihiro Watanabe (GCA Savvian Group Corporation)

Arthur Mitchell and Jun Usami(White & Case LLP)

Kiyoshi Yamamoto (General Manager, Chubb Group of Insurance Companies)

Subjects Covered:(Lectures arecomplemented by interactive discussion and mini-cases.)

Why is governance important? What are the key roles and responsibilities of the board?

What are the “director skills” one should hone, and why? Introduction to “best practices”

How human beings act in groups: behavioral tendencies to be aware of, and deal with

Legal duties of directors; the duty of due care, and how courts view it (mainly, case discussion)

What investors expect from boards and management (examples). How investors think

Essentials of enterprise risk management and internal controls that board members need to know

How to think and debate about corporate strategy. Confirming factual basis and logcal integrity

The most important aspects of M&A transactions and PMI that directors should understand

Legal issues in foreign jurisdictions to be on the lookout for (e.g. FCPA; sex discrimination)

Do you know enough about your firm’s D&O policy? What policies in Japan often do not cover

Recent Seminars

1) On September 16, 2011,Thomson Reuters and WestlawJapan hosted BDTI’s highly successful first event, on the topic of How Can Amendment of the Company Law Improve Corporate Governance? On the panel, led by Prof. Osugi of Chuo Law School, were two members of the MOJ's committee on Company Law amendment (ProfessorsNomura and Tanaka); one of Japan's most prominent corporate lawyers (Kenichi Fujinawa of Nagashima, Ohno & Tsunematsu); and the well-known CIO of Tokio & Marine Asset Management, Hirofumi Kasai.

2)On October 18, White & Case hosted BDTI’s popular seminar onThe Global Wave of Anti-Corruption Law.Our main speaker was Arthur Mitchell, senior counsel at White & Case – Japan and the former General Counsel at the Asia Development Bank, for whom abolishing corruption is a very big issue because it is estimated that more than 5% of global GDP is lost because of corruption.He was followed by Dan Konigsburg, Managing Director at Deloitte Touche Tohmatsu Ltd.’s Global Corporate Governance Center.Last but not least, Grant Newsham, Executive Director in charge of corporate security at Morgan Stanley Japan also spoke about methods for avoiding dealings with anti-social organizations.

3) On October 28, BDTI held a seminar on the topic ofWhat Board Members Should Know About Risk Management, led by Attorney and Certified Fraud Examiner Toshiaki Yamaguchi, creator of one of Japan's most popular blogs on legal topics and a specialist in compliance and fraud prevention (and a CFE), and Mr. Niki, a CPAand an expert member ofDeloitte's Enterprise Risk Services team.

4) On November 28, BDTI’ held a seminar on “Large Shareholders in Japanese Companies, and Proxy Voting”, with speakers Nicholas Benes of BDTI, Hiroyuki Matsuzaki (head of the TSE’s listing division), and Takeyuki Ishida, in charge of proxy voting at Institutional Shareholder Services, Inc. (ISS) in Tokyo. Mr. Ishida explained ISS’ recent voting policy changes for Japan in depth, and Mr. Matsuzaki explained the TSE’s position at that point regarding listing criteria impacting the Olympus situation.

5) On March 12, 2012, Major law firm TMI hosted BDTI's seminar entitled “Thinking About Corporate Governance: the Proposal by the Democratic Party’s ‘Working Group’.” Our main speaker was Shinsuke Amiya, a Lower House member who is a leader of the Working Group. He was followed by Masami Hadama, an ex-MOJ attorney at TMI Associates. Later, Nobumichi Hattori (external director at FAST Retailing and visiting Professor at Waseda Graduate School), Yuzuru Mizuno (outside director at Kubota Group and former director at Panasonic), and Nicholas Benes of BDTI joined a panel discussion led by Prof. Osugi of Chuo Law School.

6) On March 13, 2012, BDTI held a seminar focusing on “How Governance Mis-Steps and Scandals Start: Their Hidden ‘Seeds’ – How to Get the Most Risk Protection While Minimizing Costs”, featuring analysis of a number of past incidents in a deep-drilldown exposition by the popular Attorney and Certified Fraud Examiner Toshiaki Yamaguchi.

7) On April 13, BTI held a seminar explaining about “Engagement and IR in the New Phase that Has Just Begun, – the Post Cross-Shareholdings Period”, featuring presentations by the well-known Takaaki Eguchi at Blackrock Japan, Stephen Givens (an experienced attorney and experienced advisor regarding IR and crisis communications); and Koichiro Nagnuma, Chairman and Director at Asatsu DK, the advertising firm that had just put in place a board with several outside directors and progressive, performance-linked executive compensation plan.

8) On May 12, 2012, BDTI held its “English Language “Director Boot Camp” training program, a one-daycourse teaching attendees what they need to know in order to responsibly serve on , or report to, boards of Japanese companies. The course consists of lectures interspersed with interactive discussion about real-life situations and how to handle them. Example course material included: (i) what is legally required of board members under the Japanese Company Law? (ii) liability issues that directors should be aware of; (iii) the role of statutory auditors, the audit process, and the internal control system; (iv) the role of the board in strategy, succession planning, and risk management; and (v) “best practices” and committees.

9) During May, Representative Director Nicholas Benes gave several lectures on the general topic of: “What does “becoming a global company” really mean? What sort of organization, practices and systems does it require?”

Some examples of events now scheduled or being considered for the near future include:

“After Olympus,…what do foreign investors want from Japanese companies?”

Focus on improving audits in Japan: the FSA’s Mr. Sasaki, and several experienced statutory auditors

“What board members need to know about potential liability under the Japanese securities law”

What “becoming a global company” really means; the organization, practices and systems required

Women on Japanese boards, and the benefits of diversity

“What is “true leadership” as a senior executive, or on a board?”

What you need to know about your company’s D&O liability insurance policy

Please let us know what topics interest you, yourcolleagues and yourfriends, and what sort of knowledge is most needed by your company. We are interested to know about the needs of foreign executives and companies in Japan, too!

DOWNLOAD A SUMMARY OF BDTI AND ITS ACTIVITIES

The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.

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