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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.

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

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’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 […]

DEI Business Strategy is not a “Nice to Have”

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.

Visit www.en-joi.com/wolfpack to request pricing details and apply now!
We also welcome inquiries at wolfpack@en-joi.com.

 

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.