During the past 20 months, BDTI has been very active, offering the following short seminars, programs, and lectures:
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) On May 30, 2012, BDTI held a seminar drilling down on the important topic of “Securities Law Disclosure Violations: What Directors Need to Know”, led by experienced lawyers Seishi Ikeda of Baker & McKenzie and Sachiko Ichikawa of Tanabe & Partners. This program focused on key aspects of securities law, recent precedents and interpretations, and what board members most need to know about coping with infractions and their own responsibilities.
10）On June 23rd, 2012, BDTI held its second“English Language “Director Boot Camp” training program, a one-day event similar to the first offering of this program (#8 above), but fortified with additional content about the role of kansayakyu, best practices to ensure accountability and effectiveness (such as the use of corporate secretaries), and issues affecting private as well as public companies.
11) On July 12, 2012, BDTI led a seminar entitled “Recovering Market Trust: Determination of the FSA to Not Tolerate Window-Dressing”, focusing on the FSA’s enforcement of audit practices (by public audit firms), and best practices for kansayaku and outside audit firms to cooperate so as to ensure trustworthy audits. The lead speakers were Kiyotaka Sasaki, head of the FSA’s Audit Inspection Division and formerly with the SESC, and Kunimichi Gamou, former full-time statutory auditor at Toyo Engineering. Experienced panelists came from BDTI and TMI Associates.
12) On July 14, 2012, BDTI held a seminar focusing on the topic of “How Can Companies Deal with the Risk of ‘Unintended’ False Disclosures?” In this event, CPA and former SESC Advisor Ayumi Uzawa explained how frequent unintended false or misleading disclosures are (40% of SESC violation cases), that they present substantial risks including potential for large fines, how the SESC often is easily able to detect them, and how companies can organize themselves so to detect infractions early and cope with them when they occur.
13) During May-July of 2012 , Representative Director Nicholas Benes gave several lectures on topics such as:
“What does “becoming a global company” really mean? What sort of organization, practices and systems does it require?”
What directors need to know about M&A transactions
Why changing corporate governance culture is so difficult, and how it can be achieved
The changing role of corporate governance in Japan
Together with the Canadian Chamber of Commerce in Japan, BDTI also organized a well-attended seminar event on the timely topic of “After Olympus,…What do Foreign Investors want from Japanese Companies?”
14) In August of 2012, BDTI gave a customized director training course to executives and board members at a Japanese company and its overseas affliliates, and provided tutoring in English on corporate
law and governance topics to executives in the subsidiary of a major Japanese corporation.
15) In August, BDTI also commenced offering consulting services to Japanese companies and their IR departments with regard to describing their governance practices better, including designing and describing “road map” plans to improve their governance in the future.
Some examples of events now scheduled or being considered for the near future include topics such as:
Succession planning (speaker: Professor Wakasugi, BDTI Representative Director)
The use of “General Counsel” and Chief Compliance Officers (speaker: an experienced Japanese General Counsel who has worked at both foreign and Japanese companies)
Women on boards, and the benefits of diversity in general (with the participation of McKinsey in Japan, and the cooperation of the Canadian Chamber of Commerce in Japan, other chambers, and TMI
Learning from global best practices that can be implemented in Japan
What “becoming a global company” really means; the organization, practices and systems required
“What is “true leadership” as a senior executive, or on a board?”
What each board member needs to know about his or her company’s D&O liability insurance policy
16) On September 25, 2012, BDTI held its third “English Language “Director Boot Camp” training program.
17) In October of 2012, BDTI organized a seminar with Katsuya Natori as lead speaker, focusing on the theme of “Learning from International Best Practices to Improve Governance and Compliance”, and in particular on the role of General Counsel and other executive officers. Nicholas Benes was a secondary speaker. Mr. Natori had recently been appointed as a statutory auditor at Olympus.
18) In October BDTI also held a seminar on the subject of “Gender Diversity in the Board Room: Why it Matters, and How to Increase it”, arranged in cooperation with TMI Associates, the American Chamber of Commerce in Japan, and McKinsey & Company. The head of McKinsey in Tokyo, Georges Desvaux, and Christina Ahmadjian of Hitotsubashi University (a member of two boards in Japan), were lead speakers.
19) A third seminar in October focusing on “Managing Risk with Succession Planning” was led by BDTI Representative Director Takaaki Wakasugi, and followed by presentations by Osamu Sakai, founding Representative Director of the executive search firm, ProNed, and Nicholas Benes.
20) On November 16, 2012, BDTI held its 4th “English Language “Director Boot Camp” training program.
21) In January 2013, attorneys Theodore Paradise and Mork Murdock of Davis, Polk and Wardwell LLP led a BDTI seminar about “How to Reduce the Chance of Prosecution Under the FCPA to a Minimum”. This well-attended event included a detailed explanation of all the internal systems that Morgan Stanley had in place which persuaded the U.S. authorities not to sue when a rogue employee in China paid bribes.
22) In February 2013, BDTI hosted events by the Professor Martin Hilb of the University of St Gallen, when he visited to Japan after we translated his famous book, “New Corporate Governance” into Japanese.
23) On February 20, June 4 and July 30, 2013, BDTI held its 5th, 6th and 7th “English Language “Director Boot Camp” training programs.
24) In June 2013, BDTI organized a seminar on “Emerging Issues in Pension Fund Governance”, with lead speakers Hiroshi Miyai, Executive Director at Nikko Financial Intelligence and attorney (and BDTI board member) Sachiko Ichikawa of Tanabe Law Offices.
25) On July 24th, 2013, BDTI held a seminar on “Japanese Corporate Strategy” presented by Kazuhiro Mishina, the well-known professor of management at the graduate school of Kobe University. In one of his many popular books, he has written that: “Reinvention [of strategy] cannot occur as an extension of current business models. It is necessary to make drastic reforms, such as dismantling business departments of products that have been commoditized, and giving more authority to engineers who have unique ideas.”
26) In the latter half of 2012 and early 2013, Representative Director Nicholas Benes gave lectures on topics such as: “What does “becoming a global company” really mean? What sort of organization and practices does it require?”, “What directors need to know about M&A transactions”, “Why changing corporate governance culture is so difficult, and how it can be done, “The changing role of corporate governance in Japan”; “Where Governance Meets Information Security”, and other topics.
27) In 2012 and to date in 2013, BDTI also provided customized director training and/or compliance training programs to four different Japanese companies, advice to companies, director coaching services to newly appointed directors, and detailed input on the kansayaku (statutory auditor) system to a foreign institution.
Seminars planned for 2013 include topics such as implementation of performance-based compensation programs, board issues related to cyber-security, and emerging risks and the use of D&O insurance. We welcome suggestions for new seminar topics and lecturers.
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!