BDTI Welcomes Eiji Hirano, Former Chair of the GPIF’s Board of Governors, as a New Director to its Board

The Board Director Training Institute of Japan (BDTI) is pleased to welcome Eiji Hirano to its board of directors, effective as of July 1st, 2021.

Until April of this year, Mr. Hirano served as the first Chairperson of the Board of Governors of the Government Pension Investment Fund of Japan (GPIF), which is the world’s largest national pension fund with approximately USD1.62 Trln (178 Trln Yen) under management. During his time as Chair, Mr. Hirano stressed the importance of corporate governance as one of the essential pillars of ESG at both portfolio companies and the GPIF itself. He led the GPIF’s board in overseeing management of its massive portfolio during a time of accelerating change, a global pandemic, and growing world-wide recognition of the need for greater corporate sustainability.

Mr. Hirano’s career has spanned economics, international financial markets, investment, public policy and corporate governance, and he has a Master’s degree in Economics from Harvard University. In addition to his recent experience at the GPIF, Mr. Hirano brings to BDTI a wealth of perspectives gained from his distinguished career at the Bank of Japan, where he stepped down as an Assistant Governor at 2006, and other positions in the private sector. Currently, he serves as the non-executive Vice-Chair of MetLife Japan, and as an outside director at NTT Data and Riken. He is also an auditor at the Keizai Doyukai and a member of Japan UNESCO‘s domestic committee.

Commenting on Mr. Hirano’ appointment, BDTI Representative Director Nicholas Benes said, “we are honored and excited that Mr. Hirano has joined our mission to improve the effectiveness of boards by providing practical, high-standard directorship training programs.” Echoing his sentiment, fellow Representative Director Kenichi Osugi (Professor of Law at Chuo University) said, “Mr. Hirano’s broad range of experience will help us better prepare board members for what faces them in the future.”

Mr. Hirano said, “the success of sustainable investment depends largely on the quality of boards and corporate governance, and the best way to meaningfully improve those things is through new knowledge, sharing of “best practices”, and discussion, — all the things the director training entails. Therefore, director and governance training are essential for society. We need to tirelessly convey this reality to those asset managers that are adopting ESG and impact investing techniques, but may be uncertain as to how they can make a more direct contribution to overall sustainability. I am hoping to encourage more domestic institutions to support BDTI’s activities.”

Next Boot Camp is July 13 (Tue.)! Sign Up Now!

The next Boot Camp will be on Tuesday, July 13, 2021. Course will be on ZOOM, so anyone in the world can join. Make sure to sign up now! This one-day intensive program teaches participants key legal and corporate governance knowledge they need to responsibly serve on, report to, or analyze boards of Japanese companies, both public and private. The course consists of short lectures interspersed with time for interactive discussion and Q&A about real-life situations that occur on boards, and how to handle them. The course is usually good fun for everybody, since we learn from each others’ experiences, as well as from BDTI. The course covers topics such as:

  • Intro to corporate governance; the role of directors and the board
  • What is legally required of directors under the Company Law?
  • Important corporate law and securities law topics
  • Legal and liability issues, and how to handle them
  • Director duties and conflict-of-interest situations
  • Statutory auditors, internal control, and the audit process
  • The role of the board in strategy and risk management
  • Best practices, committees, and succession planning
  • Japan’s new corporate governance code
  • Changing “corporate governance culture” in organizations
  • The global wave of ESG investing

Japan’s Corporate Governance Revolution: Halfway Through the Tunnel (Equities First/Nasdaq Report)

Over the past six years Japan has put in place a long list of corporate governance reforms, amounting to a virtual revolution in thinking at corporations, domestic institutional investment firms, and even society. However, because Japan is still only halfway through the “tunnel” of reform and thinking, much of the resulting value creation for investors and other stakeholders is yet to come. Key takeaways from this whitepaper’s data-driven review of Japan’s governance “revolution” include:

Tangible corporate governance reform has come to Japan, in the form of a robust Corporate Governance Code and Stewardship Code.
In tandem with government policy, advocacy by investor groups and pro-governance corporate leaders will continue these positive reforms in the years to come.
Japanese firms have “got the message” that a sea change has occurred: a majority of firms are hiring outside directors, establishing nominations and compensation committees, and reducing takeover defenses such as poison pills.
Japanese boards are starting to embrace global trends for incentive-based compensation, higher levels of diversity, and focus on returns and capital efficiency.
Cross-shareholdings and other “allegiant holdings” are being unwound as foreign and domestic institutions alike have become more proactive in their proxy voting strategies, making the market more attractive in general.
Merger and Acquisitions (M&As) and activism are on the rise, raising capital efficiency or managerial awareness of the need for it.
As a result of many of the above changes, Return on Assets (ROA) values in Japan are trending higher across the board.

Golden Week 2021: Holiday Closing Notice

We will be closed from May 1st to May 9th due to the consecutive national holidays as the Golden Week Holidays.

Business will resume on Monday, May 10, 2021.

We apologize for the inconvenience and thank you for your kind understanding.
Please feel free to leave us a message at the e-mail address below, and we will get back to you shortly.

“Toshiba Faces Investor Call to Seek Alternatives to CVC Bid” (Reuters)

“Investors say a deal of this size would lure other potential suitors. Two sources familiar with the matter said Toshiba has been approached by other suitors in the past. When a change-of-control is likely to occur in the United States, the target is required to seek and achieve the highest price reasonably available from any and all parties, said Nicholas Benes, a corporate governance expert and representative director of the Board Director Training Institute of Japan.

Please click here to read the full article.

4/7 “Director Boot Camp” Held by Zoom! Next Course: 2021.07.13!

On April 7th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via teleconference. The day-long intensive course was attended by 10 highly-experienced and highly interactive 4/7participants. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences and opinions. Even during a pandemic, training continued smoothly, with all participants chiming in with insightful comments and questions.

Why Does a Farmer Fertilize, and Rotate his Crops? ~ Why is Director Training is So Essential for ESG, – But Especially in Japan?

Farmers fertilize their plots of land and sequentially rotate the crops they plant on them. They do this to improve soil health, optimize nutrients in the soil, and combat pest and weed pressures. Investors should take a cue, to improve the quality of the “land” from which they grow profits, – in other words, the […]

Kay Group K.K. – The Need for Open and Frank Conversations at Board Level

“We are still way too polite with each other.” A repeated statement when Chief Executives describe their boards in Japan. Why is this a problem for Executives? Why do we, as coaches, hear this statement repeatedly?

The Board’s Responsibilities

Boards are responsible and held accountable for the decisions they are making. Hence, the quality of the decision-making process and the decisions themselves are fundamental to the work of boards, their organizations, and the investors. When board members are too polite with each other, they don’t have so-called healthy debates. Why do these debates improve the quality of decisions? Because they invite board members to share their professional opinions.

February 9th “Director Boot Camp” Course Held by Video Conference! Next Course: April 7th, 2021!

On February 9th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via Zoom. The day-long intensive course was attended by 10 highly-experienced and very interactive participants. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences […]