(Most recently updated on April 25,2014). During the past two and a half years, thanks to supportive donations we have received, BDTI has been very active. Not counting our regular intensive Japanese director training program, we have offeredthe followingseminarsand lectures.
1) On September 16, 2011, Thomson Reuters and Westlaw Japan 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 (Professors Nomura 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 on The 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 of What 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 CPA and an expert member of Deloitte'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) In May, 2012, together with the Canadian Chamber of Commerce in Japan, BDTI organized a well-attended seminar event on the timely topic of “After Olympus, What do Foreign Investors want from Japanese Companies?”
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 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.
11) On July 14, 2012, BDTI held a seminar on the topic of “How Can Companies Deal with the Risk of ‘Unintended’ False Disclosures?” CPA and former SESC Advisor Ayumi Uzawa explained how frequent unintended false or misleading disclosures are (they 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.
12) In October of 2012, BDTI organized a seminar with Attorney 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.
13) 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.
14) A third seminar in October focusing on “Managing Risk with Succession Planning” was led by BDTI's then-Representative Director Takaaki Wakasugi, and followed by presentations by Osamu Sakai, founding Representative Director of the executive search firm, ProNed, and Nicholas Benes.
15) 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.
16) 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.
17) 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.
18) 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.”
19) On August 29, 2013, BDTI held a seminar on “Corporate Management and Corporate Technology” presented by Ken Takeuchi, a Professor at the Department of Electrical, Electronic, and Communication Engineering, Faculty of Science and Engineering of Chuo University.
20) On October 30, 2013, BDTI helda seminar on “Corporate Globalization and Director’s Potential Overseas Liabilities” presented by Atsushi Yamada, a partner at Bingham McCutchen Murase, Sakai Mimura Aizawa — Foreign Law Joint Enterprise, and Mr. Seiji Yamakoshi, a Director at Federal Insurance Company (Chubb).
21) In October of 2013, Representative Director Nicholas Benes spoke at the “Japanese Corporate Governance Conference: ‘Capital Markets and the Law in Japan: Legal Reforms & Corporate Governance”, sponsored by the UC Hastings College of the Law and the Japan Society of Northern California, on the topic of “Director Training: The Easiest, Most Obvious Way to Improve Japanese Boards”.
22) Representative Director Nicholas Benes led a workshop on “Integrating Corporate Governance Processes” at the 2013 Global CSR Conference held in Seoul, Korea, November 12–13. . This event was co-hosted by the United Nations Global Compact Korea Network and the Ethics & Compliance Officer Association, in cooperation with the Korea Management Association Consulting. The conference aimed to promote the mainstreaming of United Nations Global Compact principles into companies and energize the discourse on a corporate management paradigm that effectively incorporates ideals of anti-corruption, sustainability, ethics, and responsibility.
23) In November of 2013, BDTI held a seminar on the topic of “Proxy Voting Criteria in Japan: The Role of Institutional Investors and the Impact of Proxy Voting Advisors”, co-hosted with the law firm of TMI Associates. Lead speaker Takeyuki Ishida, Vice President of Institutional Shareholder Services (ISS), was followed by TMI Attorney Masami Hadama (ex-MOJ), and fund managers Takaaki Eguchi of Blackrock Japan and Hiromitsu Kamata of Amundi Japan.
24) BDTI has provided customized director training and/or compliance training programs to a number of different Japanese companies, governance and compliance-related advice to various corporations, director coaching services to newly appointed directors, and detailed input on the kansayaku (statutory auditor) system to a foreign institution.
25) In the latter half of 2012 and in 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”, “Whither Goes Corporate Governance, Goes the Future of Civilization”, and other topics.
26) BDTI has provided customized director training and/or compliance training programs to numerousdifferent Japanese companies, advice to companies and executives, director coaching services to newly appointed directors, and detailed input on the kansayaku (statutory auditor) system to a foreign institution.
27) In February of 2014, BDTI held a seminar on the topic of “The Stewardship Code and Foreign Investors' Demand for ESG Information Disclosure: Next, a Corporate Governance Code?”, co-hosted with Hitotsuashi ICS and the ESG Communication Forum. Co-Lead speakers Masaru Arai, Chairman of SIF-Japan, and Hiroshi Miyai, Director of Nikko Financial Intelligence, were followed by Professor Bruce Aronson of Hitotsubashi ICS.
28) In February and March of 2014, BDTI held a seminar on the topic of “Should You Shift to the New Audit Committee-Style Company Format in the Amended Company Law? – Pros and Cons”, co-hosted with the law firm of Tanabe & Partners. Lead speaker Kazuyuki Nakanishi, Partner of Tanabe & Partners, was followed by Satoshi Miura of METI, Nicholas Benes of BDTI and Sachiko Ichikawa, Partner of Tanabe & Partners.
29) In March of 2014, BDTI held a seminar entitled“Comparing Audit Committees to Kansayaku Boards”, co-hosted with Hitotsubashi ICS and based on major report to which BDTI contributed. Lead speaker Jamie Allen, Founding Secretary General of the Asia Corporate Governance Association (ACGA), was followed by Sumitaka Fujita, Chairman of Japan Association for CFOs, Soichiro Uno, Partner of Nagashima Ohno & Tsunematsu, Nicholas Benes of BDTI and Bruce Aronson of Hitotsubashi ICS.
30) In April of 2014, BDTI started a new English-language training program, “Reading Japanese Financial Statements as a Board Director” .
31) Representative Director Nicholas Benes has given numerous 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”, “Whither Goes Corporate Governance, Goes the Future of Civilization”, and other topics.
32) BDTI has provideddirector training and/or compliance training programs to a number of different Japanese companies, director coaching services to newly appointed directors, and detailed input on the kansayaku (statutory auditor) system to a foreign institution.
33) Seminars now scheduled for 2014 include timely topics such as: “What Can Japan Learn From Corporate Governance Codes in Other Countries, Against the Backdrop of the New Stewardship Code?” and “Stewardship, Engagement and Activism – Trends in Corporate Communication with Investors”.
We welcome suggestions for new seminar topics and lecturers.Please send your ideas to info@bdti.or.jp .
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.