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.
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.
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.
Activities and Milestones
- 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’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 […]
Are you a forward-looking man in corporate Japan with an interest in learning how to shift your organization towards healthier, more equitable, and more innovative dynamics?
Building diversity-positive workplaces is no longer a “nice to have.” It is now an IMPERATIVE just for baseline business continuity. Diverse talent mobilization strategy can no longer be delegated to the HR function where it is often under-resourced and disconnected from holistic innovation and business strategy.
Research by the Economist Intelligence Unit shows that just 38% of Japanese companies report that C-level executives have responsibility for the formulation of talent-management strategy, compared to 65% in the global results. If CEOs in Japan want to stem financial losses from talent attrition, building a gender-equal and diversity-positive workplace is the foundation.
That’s why we have developed the enjoi Wolfpack program.
This new, one-of-a-kind, six-month executive education program from enjoi Japan K.K. runs biweekly as virtual meetings on Monday evenings, 8:00-9:30 pm JST beginning February 28, 2022. There are three different packages available at three price levels: Wolfpack Explorer, Wolfpack Leader, and Wolfpack Mastermind.
There is only a limited number of spots still available in this confidential DEI leadership program! Applications close as soon as seats sell out. Final application deadline is February 15, 2022.
In this article and video published in Ethical Boardroom, I urge a much deeper discourse about #ESG and the structure of profit-seeking corporations – one that considers ways to install the right incentive drivers. As summarized in the video, in my article aliens from another planet (the Vilcans) visit Earth and advise us to think much harder about key questions that we are not fully grappling with – such as: 1) who is best able to assess ESG factors that affect sustainability? 2) does our system provide enough incentives for them to think 20 years ahead, but act now? Does it do that throughout the entire investment chain? 3) why does ownership need to be non-transparent much of the time? Is that healthy? 5) what are the implications of giving FULL limited liability to corporations? 6) does it make sense that those who bought no stock, bear a large part of externalized risk? etc. etc.
The article then describes exactly how the Vilcans reconfigured their equity markets to address these and a host of other issues that (in my view) current #ESG initiatives and debates are not effectively coping with.
On July 13th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via teleconference. The day-long intensive course was attended by 6 highly-experienced and highly 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 and opinions. Even during a pandemic, training continued smoothly, with all participants chiming in with insightful comments and questions.
We are planning to hold the next course on February 7(Mon)2022. Sign up early! Please see a description of our director training course here or click the button below for further information.
Ken Shibusawa and Christina Ahmadjian, and Joshua W Walker Thank you –that was an excellent, concise explanation/introduction about ” Eiichi Shibusawa: The Spirit of Japanese Ethical Capitalism & Sustainability”. Well done! To others: worth watching. I am always impressed by how deeply persons like Shibusawa thought about issues related to capitalism and its related social issues that need to be addressed, even at very early stages in its birth. When I have taught business ethics, I really appreciate reading the thoughts of Shibusawa, Adam Smith, Andrew Carnegie, and others. (webinar by the @JapanSociety_SF @japansociety )
Posted by Nicholas Benes
We are planning to hold the next course on September 7th(Tue) & November 18th (Thur) 2021. Sign up early! Please see a description of our director training course here or click the button below for further information.