Category: Uncategorized

Re: Donation of the Swiss Institute of Directors

2023 From: Hilb, Martin
Sent: Saturday, April 15, 2023
Dear Nicholas
Many thanks for your valuable BDTI’s update report for the FY 2022 and for the great summary of your plans for the current year which is very much appreciated. We would like to congratulate you and your team for your great achievements!
d
Per your request please receive a donation from the Swiss Institute of Directors which is also a not for profit organization. Best wishes and kind regards,
d
Martin Hilb
President of the Swiss Institute of Directors
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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 !

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.

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,

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.