BDTI Year-End Donation Campaign and Update

We would greatly appreciate it if you could possibly donate to BDTI, and even if not, forward this link to any and all.  Thank you for your support !
Friends, Supporters, and Compatriots Overseas , — As the end of the year approaches, we at The Board Director Training Institute of Japan want to recognize all of the people who have helped us fulfill our dream of adequately training directors in Japan. Our small organization and its passionate team have endured for 13 years, and have managed to have an outsized impact. For a full list of our recent activities, I hope you’ll read the update below of our recent activities and milestones, to see just how much of an impact your contributions can have, and for many of you, did have.
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Every donation provides much-needed fuel for our many courses, seminars, webinars, and outreach activities in support of better corporate governance in Japan, where the market-clearing price for director training is still very low.  As you consider your tax position at the end of 2022, we humbly ask if you would be willing to contribute whatever you can to help us continue this amazing journey and the successes we’ve had.
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Letter to Prime Minister Fumio Kishida from Nicholas Benes on New Capitalism

September 2, 2022

Nicholas Edward Benes
(Writing as an individual. Please see below.)
Setagaya-ku, Tokyo
benesjp22@gmail.com
(Please feel free to email me to receive a PDF copy of this letter.) 

Prime Minister Fumio Kishida
Prime Minister’s Residence
2-chōme-3-1 Nagatachō
Chiyoda-ku, Tokyo 100-0014

cc:
Deputy Chief Cabinet Secretary Seiji Kihara
Mr. Masahiko Shibayama, Deputy Chairperson, Election Strategy Committee of the LDP
Hon. Prime Minister,

I am writing this letter with the respect that is due you as the foremost leader of this country, who has set forth a concept for “a new form of capitalism.” If I may, I would like to share my concrete thoughts on how further improving corporate governance in Japan can be a positive game-changer for Japan’s economy, society, and financial markets.

When I saw your moving speech to the NPT Review Conference, I was impressed how fluently you read English. Therefore, I am taking the liberty to write this letter in English, attaching a Japanese translation. As the person who suggested to the US government that President Obama visit Hiroshima, I was pleased with your passionate comments.

BDTI Seeks Dialogue with Large Japanese Institutional Investors

On July 27th, BDTI sent this letter to senior persons at Japan’s largest asset managers, asking for a dialogue and cooperation to improve Japanese boards via training, engagement, and data. Right now, we have fruitful dialogues with the many foreign institutional investors who are the source of 99% of donations to BDTI, or purchase our data, but very few dialogues with Japanese large investors. They could probably benefit from what we have learned providing director training to 2,500 persons over the past 11 years, and from what my colleagues and I have learned serving as independent directors for many years…. given that most fund managers have never sat on a board. We sent out letters like this last year, but received no responses. We will let you know what the result is this year; what kind of firms responded (if any) vs. not. (Note: the letter below is a translation from the original Japanese. )
=================================

Mr. /Ms. XXXX
President/Chairman/CIO
XXX Corporation

Dear ______________,

I am Nicholas Benes, Representative Director of the Board of Directors Training Institute (BDTI).

Since its establishment in 2009, BDTI has provided director and pre-director training, and has analyzed data on the status of corporate governance at listed companies, with the aim of improving governance in Japan.

Today, I would like to ask for your help in improving the quality of boards in Japan. This is something which will lead to the greater attractiveness of the Japanese stock market, which is the source of your firm’s profits. I have contacted you because I believe that we are both striving towards this common goal.

My Letter to Mark Facebook at Facebook/Meta

The Board Director Training Institute of Japan has sent the letter set forth below to the Mark Zuckerberg,m CEO of Meta Plataforms, Inc. (Facebook), asking FB to make it possible for Japanese users  to donate to certified non-profits in Japan, rather than just the US, Germany, Denmark and many other countries that are listed in the current drop-down menu.  It would be very easy for Facebook to implement this change, because their drop-down menu for donations is linked to each country’s list of certified non-profits, and Japan’s cabinet office also furnishes a convenient web page (a “registry”) for purposes such as this.  It doesn’t make sense for Japanese users (say on their friend’s birthday) to be limited to donating on that friend’s behalf to a nonprofit in Luxembourg or Denmark or the U.S. (This is not to deny anything to charities in those countries, but rather, to state the obvious.)   We have also sought to contact persons in Facebook Japan’s office about this, but have not yet received any answer as of this writing (August 15, 2022).

=============================         July 27, 2022

Mr. Mark Zuckerberg
CEO
Meta/ Facebook
1 Hacker Way
Menlo Park, California
94025    USA

CC: copies also sent to
Director of Communications
Director of Fundraising Activities Team
Board of Director members via Corporate Secretary

Dear Mr. Zuckerberg,

The Board Director Training Institute of Japan (BDTI), which I lead from here in Tokyo, is a “public interest” nonprofit certified as such by the Japanese government. We provide: 1) training about directorship and corporate governance in Japan; 2) analysis and information dissemination about corporate governance; and 3) structured long-term big data taken from three separate types of disclosure reports in Japan. These are our major activities as approved by Japan’s Cabinet Office.

Mitsuboshi Case Leaves Poison Pill Doctrine Unresolved

Law on takeover defenses in Japan is unclear
by Stephen Givens

In a significant precedent that adds a missing piece or two to Japan’s wobbly and shifting poison pill doctrine, in late July the Supreme Court upheld decisions by the Osaka District Court and Osaka High Court that invalidated a poison pill hastily set up by target Mitsuboshi Corporation (TYO 5820) to fight off an investor group with shadowy China ties that had amassed a more than 20% stake quietly in the open market.

A Gloss on Last Year’s Tokyo Kikai Seisakusho Case

The facts in the Mitsuboshi decision are in many ways similar to those of the Tokyo Kikai Seisakusho (TKS) (TYO 6335) poison pill case decided in November 2021. In both cases investors with China ties quietly acquired a sizable stake in a small, obscure target that lacked a pre-existing poison pill.

In TKS, these facts proved an embarrassment to recent judicial iterations on the poison pill, which seemed to make shareholder ratification of a poison pill both a necessary and sufficient condition for validation. [See footnote #1.]  Applying the still-fresh shareholder ratification principle would have allowed Asia Development Corporation (ADC), the Chinese-controlled company that had already acquired 40% of TKS,

Governance Screening Tool for ALL Companies in Japan – Just ONE of GoToData Dashboard’s Features!

GoToData Dashboard’s screening tool shows us that only 75% (1464) of all TSE1 firms have nom + com committees, but only 842 of them are chaired by outside directors. At only 51 of those firms does an outside director serve as chair of the board, and 44 firms in that group have at least one female board member. Below, read more of the interesting results from this demonstration of the screening tool.

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 for 30 years at five 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.

How to Revive Japan’s Economy

To Those Who Agree with BDTI’s Mission to Improve Governance In Japan

The Board Director Training Institute of Japan (BDTI) is the most influential provider of director training and data on corporate governance in Japan. I am pleased to share this report on the growth of our activities during FY2021 (please click). Notably, more than 32% of our participants in non-corporate programs were women.

While our training activity has increased, we are still dependent on donations from foreign investors for our survival so that we may continue to make an outsized impact in improving corporate governance in Japan. For the past few years, I have reduced my own salary to a minimal level to make this possible. (In fact, over the past 12 years, after subtracting my own donations to BDTI, I have literally worked for zero compensation.)

BDTI is regulated by the Japanese government. I intentionally created BDTI in 2009 as a non-profit and later obtained special government certification that its director training activities serve the “public interest”, to create the most eminently “supportable” platform for spreading governance best practices and the custom of director training in Japan. Especially after I proposed the Corporate Governance Code to the government in 2013 (which requires director training), I believed that this format would make it easy for Japanese institutional investors to support our activities, in view of their responsibilities under the Stewardship Code and their proclaimed dedication to ESG and sustainability. After all, the quality of “G” (the board) is the pillar that ensures whether “E” and “S” will create value for shareholders, stakeholders, and society over the long term, rather than simply as reactive PR.

However, during the past 12 years, not a single large Japanese investing institution has supported BDTI or cooperated with our activities in any way, despite many meetings. Instead, 99% of BDTI’s donations have come from foreign asset managers and institutions, including some of the most respected investing organizations in the world.

BDTI FY2021 Update to Supporters

The 2021 fiscal year was very difficult for BDTI, but it was also very fruitful. Our activities not only increased in terms of frequency and numbers, but also breadth as our organization rose to the challenge!

Activities and Milestones

Training Activities

  •  BDTI trained 342 persons in director training programs, broken down as follows:
    ▸ 122 in our three programs to which anyone can apply (13 programs)
    ◦ 32 in our new “advanced” course, focusing on the role of outside directors
    ◦ 16 in a joint course that included a section on diversity management
    ▸ 169 were trained in programs that were customized for specific corporations
    ◦ 64 of these were in programs where executives at subsidiaries received training
    ▸ 32% of the participants in our non-corporate director training programs were women, more than four times the average % of female directors on Japanese boards. This figure will likely increase in FY2022 because of a generous sponsored program to fund “training scholarships” for women
  •  608 persons attended our seven BDTI webinars, in which leading experts focused on these topics:
    ▸ “Understanding D&O insurance”
    ▸ “Engagement by investors – recent techniques”
    ▸ “Collective engagement in Japan: issues and obstacles”
    ▸ “ESG management” and “ESG disclosure”
    ▸ “Effective dialogue with investors, and the use of analyses and letters”
    ▸“The market for corporate control, and takeover defenses”
    ▸ “Factors affecting the selection of the legal form of governance” (from among the three types)
  • Upcoming webinars include an update on the ISSB’s direction, and global HR management.
  • At least 3,000 persons either received (or had access to) BDTI’s four e-Learning modules, including two megabanks and multiple corporate groups using our “unrestricted use” package

“Missionary Work” – Updating Institutional Investors

  •  I gave 14 speeches to different groups, comprising both Japanese and foreign institutional investors groups, adding up to a total “audience” of approximately 1,620 persons

Consulting and Data Activities – Now Starting to Contribute to BDTI’ s Long-term Sustainability

  • BDTI conducted consulting assignments for, or sold data to, 29 counterparties
  • Sold GoToData Dashboard service (demo it here: https://gotodata.jp/demo/home.php )
  • Sold direct access to BDTI’s detailed database with unique data and text to major institutions

BDTI Partner Fusion Systems: SDGs Through Mobility and Cycling

BDTI’s partner Fusion Systems: “As part of their collection of SDG initiatives, Fusion sponsors a cycle road race team called ‘Palatium Tokyo Fusion Systems’….Fusion believes mobility is an essential element of development strategies that aim to achieve SDGs. Meeting the needs of people who cycle continues to be a critical part of the mobility solution […]