Advanced Director School

Practical Governance Training

Have you ever wanted to receive honest-based advice from people with extensive experience as independent outside directors, and from multiple positions that reflect diversity?

In BDTI’s “Advanced Director School,” female, male, and foreign contributors who have been at the forefront of governance share their awareness of issues, wisdom, rules of thumb, ways to contribute, and best practices in concrete ways based on their own experiences. In addition, they will be joined by recommendations from renowned experts on important topics.

In this course, participants will read advice from contributors and experts in advance, and on the day of the course, there will be an interactive discussion between the two lecturers (both with extensive outside director experience) and participants. Case studies and best practices from other companies will also be presented to help participants deepen their understanding of governance with an eye to the future.

Although the course is called “Advanced Director School,” it is intended for all directors. There is no distinction between inside and outside directors’ responsibilities and duties. The first step to improving governance is for all directors to have a common understanding, and BDTI’s “Advanced Director School” provides the knowledge required of all directors.

summary
Subject:	Outside Directors, Directors and Executive Officers
Course Requirements:	“ Governance School or equivalent basic knowledge is a prerequisite for participation.
Capacity:	Max. 20 persons
Hours:	9:00-17:00
Course fee:	Course Fee: 95,000 yen (including tax) Corporate member price: 66,500 yen (including tax)
Venue:	Cicom Brains Learning Center Meeting Room Akihabara Dai Building 7F, 1-18-13 Sotokanda, Chiyoda-ku, Tokyo 101-0021, Japan https://www.cicombrains.com/about/access.html

Click here to apply:

Course Contents

Before being appointed as Director

1. Interview questions
2. Authorization Agreement and D&O Insurance

II Relationship between you and the Company

1. Governance
2. Institutional Design Board Model
3. Delegation of Authority, Appointment Criteria
4. CG Guidelines

III Matters to be discussed

1. Long-term strategy and mid-term plan
2. Human resources strategy
3. ESG investment
4. Individual projects

IV Attitude to be taken

1. Preparation, attitude, and demeanor
2. Trust
3. Minutes
4. Diversity

V. Importance of the Chairperson

1. 5 elements of the meeting body
2. Chair of independent directors
3. Chair of the company
4. Relationship between the chair and each

VI Committee

1. Meaning of committee
2. Three committees
3. Independent committee
4. Contingency committee, etc.

VII Your contribution and fulfillment

1. Your contribution
2. Your preparedness

Instructors

BDTI Executive Director Nicholas Benesch

After working at J.P. Morgan for 11 years, he founded J.T.P., Inc. specializing in M&A advisory services. Since 2010, he has been a member of the Liaison Conference on Corporate Governance organized by the Financial Services Agency, which provides input to the Ministry of Justice and the Corporate Law Subcommittee of the Legislative Council of the Ministry of Justice on revisions to the Companies Act. He has served on the Board of Directors of the American Chamber of Commerce in Japan, chaired the FDI Task Force of the American Chamber of Commerce in Japan, served as a special foreign member of the Foreign Direct Investment Committee of the Cabinet Office, served on the Board of Directors of Alps, Inc. He has served as a director. Currently, he serves as an independent outside director of Advantest Corporation (Securities Code: 6857), and since 2013, he has proposed and advised on the concept of establishing a corporate governance code led by the Financial Services Agency as part of Japan's growth strategy. He has advised companies from the proponents of the Corporate Governance Code on the best practice standards of conduct that listed companies should aim for in order for the Corporate Governance Code to be "effective."

Sachiko Ichikawa, Partner, Tanabe & Partners

Graduated from the University of Tokyo, Faculty of Law. Obtained LLM from Georgetown University Law Center. Admitted to the Dai-Ichi Tokyo Bar Association and the State Bar of New York. She is a certified public accountant in the U.S. and specializes in crisis management and litigation handling of accounting fraud cases. She is a vice chair of the Foreign Law Subcommittee of the Labor Law Committee of the Dai-ichi Tokyo Bar Association, where she leads research on business and human rights, is a SASB FSA Credential Holders, a member of the GRI Labor Advisory Group, Economic Impact Working Group and is familiar with sustainability disclosure standards. She is currently an outside director of Tokyo Electron Limited, Olympus Corporation, Azbil Corporation and a board member of the Sony Education Foundation. Drawing on her experience, she has served as a lecturer at various BDTI Director training sessions, leading discussions on risks related to securities fraud litigation, company-with-committees practices, and the relationship between sustainability topics and the board of directors.

Introduction of Contributors (we will provide you with the "Contributor's Contribution" that we received from the "Contributor")

George Olcott

After completing his doctoral studies at the Cambridge Judge Business School (UK), he became a Senior Fellow at the Cambridge Judge Business School and concurrently served as a Specially Appointed Professor at the University of Tokyo's Research Center for Advanced Science and Technology. He subsequently served as an outside director for Nippon Sheet Glass Co., Ltd. and Sompo Japan Nipponkoa Holdings, Inc. He is currently a Specially Appointed Professor at the Faculty of Commerce and the Graduate School of Commerce, Keio University. He serves as an outside director for Denso Corporation, Kirin Holdings Company, Limited, and Dai-ichi Life Insurance Company, Limited, and as an advisor to Central Japan Railway Company. In addition to contributing papers to major academic journals and newspapers, his publications include Conflict and Change: Foreign Ownership and the Japanese Firm and Foreign Capital Transforming Japanese Management.

Nobuyuki Hiraizumi

Graduated from Waseda University's School of Commerce. After working at PHP Institute, Inc., joined Kajima Corporation. After completing a master's program at the University of Virginia's Darden School of Business, he served in the Corporate Strategy Office, then held positions including General Manager of the Planning Department within the Sales Division, Senior Research Officer at the Research Department of the Ministry of Finance's Policy Research Institute, and General Manager of the Asset Management Division within the Development Business Division at Kajima Corporation, before being appointed Director. He currently serves as Representative Director (Chairman) of the Kajima Peace Institute, Advisor to AVAN Associates Inc., and Director of the Corporate Governance Institute.

Chieko Matsuda

Graduated from the Faculty of Foreign Studies, Tokyo University of Foreign Studies; earned an MBA from the Ponts et Chaussées Graduate School of Management, France; completed the doctoral program in Business Administration at the University of Tsukuba Graduate School of Corporate Science in 2015. Previously served as a rating analyst at Moody's Japan and worked at Corporate Direction Inc. and Booz & Company Inc. as a partner. Has been a Professor at the Graduate School of Business Administration, Tokyo Metropolitan University since 2011. Currently serves as Outside Director for Foster Electric Co., Ltd., Kirin Holdings Co., Ltd., and IHI Corporation, and as a member of the Advisory Board for Kewpie Corporation. Also serves as a member of the Risk Advisory Committee for the Japan Bank for International Cooperation, a member of the Disciplinary Committee for the Japan Securities Dealers Association, and a member of the Certified Public Accountant Examination Committee (Business Administration). Served as a member of the Ministry of Economy, Trade and Industry's Business Restructuring Research Committee in 2020. His major publications include Why Do Ratings Fall? An Introduction to Credit Risk in the Age of Massive Bankruptcies, Strategic Corporate Finance, Successful Global M&A, An Introduction to Group Management, and The Textbook on Corporate Governance You Can Understand.

Arthur M. Mitchell

After working at the University of California, Harvard Law School, and as a Research Fellow at Kyoto University, he was admitted to the New York State Bar in 1976. After serving as General Counsel of the Asian Development Bank (ADB), he joined White & Case Foreign Law Office in September 2007. He is a U.S. Attorney in New York with nearly 45 years of experience in practice, including investments and financing transactions in the Asian region; General Counsel of the Asian Development Bank (ADB) from 2003-2007; Board Member of the American Chamber of Commerce in Japan from 2015-2020; Director of Mitsui & Co. Outside Director of Sumitomo Financial Group, Inc. from 2015, Outside Director of Komatsu Ltd. from 2021. He is also an advisor to Sumitomo Life Insurance Company and a member of the Governing Council of the Japan External Trade Organization (JETRO). He is the author of numerous articles on legal developments in Asia.

Richard Dyck

After completing his graduate studies at California State University, he earned his Ph.D. from Harvard University. Following graduation, he served as an assistant professor at Harvard University and then as an assistant professor at Ohio State University. Subsequently, he served as General Manager of Sales for the North Pacific Region at GE Japan, then as President of Teradyne Japan Corporation, the Japanese subsidiary of Teradyne, Inc., and Vice President of Asia Operations at Teradyne's headquarters. He established TCS Japan Co., Ltd. and Shanghai TCS Connectors Co., Ltd. in China, serving as President of both. He has served as an outside director for companies including Mottron Inc. (U.S.), Hitachi Chemical Co., Ltd., and Japan Industrial Partners, Inc.　Director, Semiconductor Portal Co., Ltd. Served as a director for the Japan External Trade Organization (JETRO), Tokyo Philharmonic, Nishimachi International School, Sasakawa Peace Foundation, Japan-U.S. Friendship Fund, various industrial and trade organizations, and government advisory committees.

Yoshinori Yokoyama

Graduated from the Department of Architecture, Faculty of Engineering, University of Tokyo; completed a Master of Urban Design at the Harvard Graduate School of Design; completed a Master of Business Administration at the MIT Sloan School of Management. Engaged in design at Maekawa Kunio Architects (Tokyo), Davis, Brody Associates (New York), and others before joining McKinsey & Company. Subsequently served as Senior Researcher at the Research Institute of Economy, Trade and Industry (RIEIT), Part-time Auditor at the Industrial Revitalization Corporation of Japan (IRCJ), and held positions including Outside Director and Senior Researcher at numerous other companies. Currently serves as Representative Director of Igrek SSDI, Dean of the Graduate School of Business Administration at Hiroshima Prefectural University, Outside Director of MTI Inc. and Airweave Inc., Supervisor at the Hiroshima Innovation Promotion Organization, Member of the Global Advisory Board (GAB), Special Research Advisor at the Institute of Industrial Science, The University of Tokyo, and Council Member of Tsukiji Honganji Temple. He has authored numerous essays, articles, and books on corporate strategy, organizational design, risk management, strategic alliances, corporate transformation, and social system design. Major publications include: ‘Organizations: Designing the “Organism” Called an Organization; 28 Vocabulary Terms’, ‘Social System Design: An Approach Based on Assembly Thinking’, ‘The University of Tokyo Executive Management: Designing Thinking Skills’, ‘The University of Tokyo Executive Management: Problem-Setting Thinking Skills’, ‘Circular Thinking’, ‘Japan Without Comparing to America’, ‘“Prosperous Decline” and Japan's Strategy’, *McKinsey's Alliance Strategy*, *The Growth Creation Revolution*, *Corporate Architecture*, and *Corporate Metamorphosis Design*. He has also authored numerous short papers and articles on corporate strategy, organizational design, risk management, strategic alliances, corporate transformation, and social system design.

Masataka Ueda

After graduating from Hitotsubashi University with a degree in Economics, he worked for Mitsubishi Bank and American Express International, and served as Chairman and CEO of American Home Insurance Company. He later became Representative Director of Cecile Corporation and Chairman of the Board of Dinos Cecile. He has also served as a visiting professor at Kagawa University and as an outside director and advisor for numerous companies. He currently serves on the Board of Directors of McDonald's Holdings Japan, Inc. and the Board of Directors of the Japan Corporate Officers Development Organization, a public interest incorporated association.

Michael Alfant

Group Chairman and CEO of Fusion Systems Group, Mr. Kuroda served two terms as President and one term as President of the American Chamber of Commerce in Japan (ACCJ) from 2011 to 2013. Through his leadership, he helped the ACCJ receive the "Peace Through Commerce" medal awarded by the U.S. government. In addition, he was elected President of the Tokyo American Club in 2017-2020. He has served on the board of directors of publicly traded technology companies in both the U.S. and Japan and is currently an outside director of Healios. He is an advisor to Stanford University's Program on Innovation and Entrepreneurship in the Community and a frequent lecturer at Keio Business School, Kyoto University, and Temple University. He is also a member of the Japan Committee of Hope International and is actively involved in community service throughout Asia.

Masako Egawa

Graduated from the University of Tokyo, Faculty of Liberal Arts. Completed Harvard Business School (MBA). Completed the doctoral program at Hitotsubashi University Graduate School of Commerce (Ph.D. in Commerce). From 1986 to 2001, worked in M&A and capital raising at foreign investment banks in New York and Tokyo. Served as Director of the Harvard Business School Japan Research Center before joining the University of Tokyo as a Council Member in 2009, involved in university management. Appointed Professor at Hitotsubashi University Graduate School of Business Administration in 2015, and Specially Appointed Professor in 2020. Currently serves as an outside director for Tokio Marine Holdings, Inc., Mitsui & Co., Ltd., and Mitsui Fudosan Co., Ltd. Since 2019, Vice Chairman of the Japan Securities Dealers Association and Chairman of the Self-Regulatory Council. Has served as a member of various government committees including the Council on Taxation, the Council on Fiscal Systems, and the Financial Services Agency's Expert Panel on Policy Evaluation. Author of books including Modern Corporate Governance and Management That Doesn't Prioritize Shareholders.

Introduction of Experts (you will receive an "Expert Contribution Letter" from the "Expert")

Hideaki Tsukuda

Graduated from the University of Tokyo, Faculty of Law, and joined Sanwa Bank (now Bank of Mitsubishi UFJ) in 1986; worked in HR consulting at McLagan Partners from 1999, and then at Egonzender, the Swiss headquarters, from 2000 to January 2019, serving as President of the Japanese subsidiary and member of the Global Management Council. He also served as Executive Managing Director and COO of Innovation Network Corporation of Japan from September 2018 to December 2018.In March 2019, he started the business of Corporate Governance Promotion Organization, Inc.(now Board Advisors, Inc.). Independent Outside Director of Kachitas Inc. Member of the Stewardship Code and Corporate Governance Code Follow-up Meeting of the Financial Services Agency and Tokyo Stock Exchange and the Expert Panel on Stewardship Code of the Financial Services Agency; Member of the Market Working Group of the Financial System Council; Member of the Business Restructuring Study Group of the Ministry of Economy, Trade and Industry.

Yasuharu Inoue

Graduated from Nagoya University, Faculty of Economics. After working for an operating company and a foreign consulting firm, he joined Mercer Japan K.K. as a Senior Principal in the Organization and Human Resources Transformation Consulting Division and as a leader of the Executive Compensation and Corporate Governance Practice Group. He has been engaged in consulting for domestic and foreign operating companies in the areas of corporate governance, support for reform of executive compensation systems, and formulation and implementation of organizational and human resource strategies. Recently, he has been leading projects related to next-generation management development for a number of companies, such as supporting the design of succession planning and the operation of nominating committees.

Yasunori Nakagami

He holds a B.A. in Economics from Keio University and an MBA from the University of California, Berkeley. He holds an MBA from the University of California, Berkeley, and is a consulting fellow at RIETI Consulting. He has worked for Andersen Consulting (now Accenture) and Corporate Direction (CDI) for nearly 20 years, consulting in a wide range of industries. Based on his experience in increasing the value of numerous client companies, he became convinced of the effectiveness of the "working shareholder" investment model. In 2005, he established an investment advisory firm, which has produced numerous successful engagement cases. 2013, he established Misaki Investment and launched a new fund. He currently serves as President of Misaki Investment Co.

Nobuyuki Kobayashi

After graduating from the Faculty of Economics at Keio University, he passed the second round of the Certified Public Accountant examination. He joined a major audit firm and registered as a certified public accountant in March 1991. After leaving the audit firm and setting up his own business, he withdrew from the doctoral program of the Graduate School of Commerce at Keio University in March 2007. Since then, he has been a faculty member at several universities in Japan, as well as a seminar lecturer and in-house training instructor for working adults. He is currently an auditor of Hulic Corporation, an auditor of the Japan Institute for Labour Policy and Training, a professor at the Graduate School of Nagoya University of Commerce, an expert member of the Tokyo District Court, and vice president of the Tokyo Society of Certified Public Accountants of Japan.

Impressions from Participants

The materials distributed in advance were more profound and thought-provoking than the book, with many real voices and advice in light of the contributors' experiences, etc.

The explanations of the preliminary study and the opinions of the other participants provided many perspectives that I would not have noticed on my own. I was able to confirm my thinking and thoughts as an outside director and the actions I should take.

I was given a strong incentive to sit down and study management and investment issues in order to accurately fulfill my role as an outside director.

Although it was from the perspective of an outside director, it was a good opportunity to think about the essential points of what a board of directors should be from various angles.

Because people from various backgrounds other than those with outside director experience participated, and I was able to hear opinions and comments from a variety of perspectives.

By reading the contributions in advance, I was able to get the basic information in my head and use it in the discussions during the training. In addition, the various comments by the two lecturers were not mere sharing of knowledge, but were very informative and full of broad knowledge and deep insight. There was never a dull moment, and the day went by very quickly.

I had never heard directly from someone who has been an outside director before, and moreover, I was able to receive pointers from people who are legends, and the resolution of outside directors went up a notch.