Advanced Director School
This course builds upon the understanding of the Companies Act, Financial Instruments and Exchange Act, and Corporate Governance Code gained in the Governance School, enabling participants to grasp the practical roles and responsibilities of directors and apply this knowledge in real-world scenarios. The Advanced Director School covers key themes where outside directors are expected to play an active role, such as advising on and overseeing strategy, appointing and removing the CEO, determining compensation, and responding to activist investors. This program is for those who wish to understand the practical aspects of a director’s role and responsibilities and actively contribute. Participants will experience discussions simulating board meetings, addressing specific case studies and real-world challenges.
Although named the “Advanced Director School,” this course is designed for individuals serving as directors both within and outside their companies. There is no distinction between internal and external directors regarding their responsibilities and obligations. The first step toward enhancing governance begins with all directors sharing a common understanding. We provide the knowledge and perspectives required of every director.
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Subject: |
(This course is taught in JAPANESE) Outside Director, Director, Executive Officer |
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Course Requirements: |
The lectures proceed on the assumption that participants possess foundational knowledge of the Companies Act, the Financial Instruments and Exchange Act, and corporate governance. For those who have not taken the “Governance School” and wish to enroll in the “Advanced Director School,” we recommend completing the e-learning course beforehand. |
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Capacity: |
Max. 20 persons |
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Dates: |
Wednesday, March 4, 2026 |
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Hours: |
9:00-17:00 |
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Course fee:
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Course Fee: 95,000 yen (including tax) Corporate member price: 66,500 yen (including tax) |
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Venue: |
Cicom Brains Learning Center Meeting Room |
Click here to apply:
Course Contents
Session
Lecturer
Course Contents
Ⅰ
Masataka Ueda
BDTI Director
McDonald’s Holdings Japan, Inc. Outside Director
【Strategy Development and Progress Management Oversight】
The role of directors is “supervision,” not “management,” and the Corporate Governance Code also requires the separation of ‘executive’ and “supervisory” functions.We will examine the specific role of “supervisory responsibility” in strategy formulation and progress management, focusing on the perspective required to assess strategy effectiveness, monitor execution, and make necessary course corrections or identify risks (Strategic Oversight).
- Strategy Alignment Check
- Numerical planning, resource allocation and procurement plan validity check
- Feasibility check
- Progress Management and Monitoring Methods
- Case Study
ⅱ
Yukiko Kuroda
People Focus Consulting, Inc. Advisor and Founder
【Nominations and Compensation Committee】
This article explains the roles and importance of the Nomination Committee and Compensation Committee within the Board of Directors. The Nomination Committee is responsible for appointing and removing management and directors, undertaking the talent strategy essential for the company’s sustainable growth. The Compensation Committee aims to achieve fair and transparent corporate governance by determining and overseeing the compensation structure for management. We will examine the key points for operating both committees and explore measures to enhance their effectiveness.
- What should be the appropriate compensation levels for CEOs and senior executives?
- How should Outside Directors be Involved in CEO Nominations?
- How to handle individuals after the CEO steps down
- To enhance the effectiveness of the board of directors, what kind of people should be selected as directors?
Ⅲ
Nao Makino
BDTI Director
Kaname Capital LP, Partner/Head of Research
【Dialogue with the Capital Markets】
Outside directors of listed companies serve as supervisors of management on behalf of shareholders. Therefore, the ability to understand the expectations of the capital markets reflected in stock prices is essential. At the same time, they also bear the responsibility of protecting management from excessive short-term demands. In this lecture, we will use case studies to recreate dialogues between shareholders and outside directors, creating an opportunity to learn both perspectives.
- What shareholders expect from dialogue with outside directors
- The role expected of outside directors in situations where the interests of management and shareholders are significantly at odds, such as the appointment or dismissal of officers or changes in control.
- Learn the logic, methods, and key considerations for responding to activists
- Case Study
Ⅳ
Sachiko Ichikawa
BDTI Director
Partner Lawyer, Tanabe and Partners Law Office
【Board Effectiveness Assessment】
Board effectiveness assessments, stipulated in Principle 4-11 of the Corporate Governance Code to enhance board functioning, are implemented by many companies. However, a tendency toward routine has emerged, and some question the effectiveness of the assessments themselves. How can we establish a cycle of improvement? What, fundamentally, constitutes an effective board?
- The importance of envisioning and establishing a shared understanding of the effective board of directors we should strive to achieve
- The importance of establishing the prerequisites for proper evaluation
- Methods for inputting opinions, ways for board members to discuss among themselves
- How to summarize issues and follow up to drive improvement
- Who evaluates whom?—Envisioning the future of effectiveness evaluation
Ⅴ
Nicholas Benes
Executive Director, BDTI
Tadayasu Nishida
Representative Director
【Your Contribution and Commitment】
Reflecting on the day’s learning, organize each contributions and resolve as an outside director.
Lecturer
BDTI Director, Outside Director of McDonald's Holdings Japan, Inc.
After graduating from Hitotsubashi University's Faculty of Economics, he joined Mitsubishi Bank. From 1983, he spent 17 years at American Express International, holding positions including Vice President of Personal Card Business and Head of Global Network Services for the Japan/Korea region. In 2000, he moved to American Home Assurance Company, an AIG Group direct-to-consumer insurance company, becoming Chairman and CEO in 2001. In 2007, he was entrusted with rebuilding the governance and business of Cecile Co., Ltd., which Livedoor had acquired just before its scandal, and became Chairman and CEO of the company. He led its integration with Dinos Co., Ltd. in 2013 and became Chairman of the Board of the merged company, Dinos Cecile Co., Ltd. He is an Outside Director of Higashi-Nippon Bank, Ltd. and an Outside Director of McDonald's Holdings Japan, Inc. (current). Part-time Lecturer at Kagawa University, National University Corporation.
People Focus Consulting, Inc. Advisor and Founder
Founded People Focus Consulting in 1994 and served as its Representative Director until 2012. Developed and delivered in-house training and consulting services on organizational development and leadership development. Also provided numerous executive coaching sessions for senior management. Prior to founding People Focus Consulting, served as a Senior Consultant at a major U.S.-based management consulting firm and worked in overseas marketing at Sony Corporation. While employed, he earned an MBA from Harvard Business School as a Fulbright Scholar. Since 2010, he has served as an outside director for several listed companies. He currently holds outside director positions at Obayashi Corporation, Oracle Japan, Sekisui House, and Santen Pharmaceutical. He graduated from Keio University's Faculty of Economics. He is a Professor (Fellow) at Tama University's Institute for Sustainability Management.
BDTI Director, Kaname Capital LP, Partner/Head of Research
After graduating from the University of Tokyo Faculty of Law, he joined Morgan Stanley MUFG Securities' Equity Research Department. From 2014, he engaged in engagement investing targeting Japanese listed companies at Misaki Investment. He completed his MBA at Columbia University's Graduate School of Business in 2022 and joined Kaname Capital LP, based in Boston, USA, as Head of Research that same year. In 2024, he established the firm's research office in Tokyo and serves as its Representative. Certified Management Analyst (CMA) by the Securities Analysts Association of Japan.
Publications include: “Governance in Companies with High Founding Family Shareholdings” in Mizuho Securities Capital Markets Update, March 2023 issue; “Outside Majority Directors as the Next ‘Formality’” in Financial & Capital Markets Research No. 13; and “The History of Women's Advancement in the U.S. and Institutional Investor Engagement” (included in the Association of Opinionated Investors' publication ‘The Future of Investors Pioneered by Women's Advancement’).
BDTI Director, Partner Lawyer, Tanabe and Partners Law Office
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.
BDTI Executive Director
After earning a Bachelor of Arts in Political Science from Stanford University, he obtained a Juris Doctor and Master of Business Administration from the University of California, Los Angeles (UCLA). After 11 years at J.P. Morgan, he founded JTP Inc., specializing in M&A advisory services. He is licensed to practice law in California and New York, and holds securities dealer licenses in London and Tokyo. Since 2010, he has served on the Financial Services Agency's Corporate Governance Liaison Conference, providing input on corporate law reforms to the Ministry of Justice and the Legislative Council's Corporate Law Subcommittee. Previously served as a Director of the American Chamber of Commerce in Japan, Chair of its Task Force on Direct Investment in Japan, Special Foreign Member of the Cabinet Office's Expert Panel on Direct Investment in Japan, Director of Alps Corporation, and Outside Director of LDH Corporation (formerly Livedoor), Cecile Corporation, and the IMAGICA Group (Stock Code: 6879) following their respective scandals. He currently serves as an Independent Outside Director of Advantest Corporation (Stock Code: 6857). In 2013, as a proponent of the Financial Services Agency-led “Corporate Governance Code,” he provided detailed advice on the code's content to the responsible Diet member and the Financial Services Agency. In 2016, following his submission of proposals to the Ministry of Health, Labour and Welfare for revising the enforcement regulations and circulars of the Corporate Pension Act, the “Stewardship Review Committee” was established to encourage corporate pension funds to adopt the Stewardship Code. This committee published its report the following year.
Representative Director, BDTI
Graduated from Waseda University, School of Political Science and Economics, and MIT Sloan School of Management. In 1985, he joined NTT as one of the first privatized employees and during his 10 years of service, he raised funds through foreign bonds, dealt with rating agencies, investor relations, financed overseas business investments, and served as the section manager in charge of business planning at the Shin-Etsu Branch (at that time). During this period, he was seconded to IBJ International plc. in London, U.K. (1986-1987) and studied at MIT Sloan School of Management (1990-1992). In 1996, he founded CICOM International (now CICOM Brains). In 2003, he co-founded the MOT program with the MIT Sloan School of Management. Since then, CICOM Brains has established offices in Singapore, Shanghai, Bangkok, and Jakarta, and is committed to building a foundation for business human resource development in Asia. CICOM BRAINS has been working hard to build a foundation for business human resource development in Asia. CICOM BRAINS will become a subsidiary of Human Associates Holdings, Inc. listed on the Mothers market in 2019, and he has been appointed as a director of Human Associates Holdings, Inc. The company will be acquired by MBK Wellness Holdings K.K., a subsidiary of Mitsui & Co. through TOB in 2022; he will retire as Representative Director of CICOM BRAINS K.K. in March 2025. In addition to this, he has served as Chairman of Nishida Gakuen Educational Corporation, which operates Alpha Medical and Welfare College in Machida City since 2015. He will serve as Chairman of the MIT Association of Japan for three years starting in 2019. He is the translator of "Distributed Leadership in Practice: The X Team.
To deepen the discussion on the day, we will send you a collection of contributions in advance. These contributions compile advice from diverse contributors and experts who serve as outside directors. Reading them beforehand will make the day’s discussion more practical and meaningful.
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
Masataka Ueda
After graduating from Hitotsubashi University's Faculty of Economics, he joined Mitsubishi Bank. From 1983, he spent 17 years at American Express International, holding positions including Vice President of Personal Card Business and Head of Global Network Services for the Japan/Korea region. In 2000, he moved to American Home Assurance Company, an AIG Group direct-to-consumer insurance company, becoming Chairman and CEO in 2001. In 2007, he was entrusted with rebuilding the governance and business of Cecile Co., Ltd., which Livedoor had acquired just before its scandal, and became Chairman and CEO of the company. He led its integration with Dinos Co., Ltd. in 2013 and became Chairman of the Board of the merged company, Dinos Cecile Co., Ltd. He is an Outside Director of Higashi-Nippon Bank, Ltd. and an Outside Director of McDonald's Holdings Japan, Inc. (current). Part-time Lecturer at Kagawa University, National University Corporation. (This profile is as of November 2025)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
Introduction to Experts (We will provide you with the “expert contribution” received from the “specialist”)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
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. (This profile is as of June 2021)
Akihiro Nakao
Graduated from Kyoto University, Faculty of Engineering. After completing the graduate school of Kyoto University, he worked in management consulting at Corporate Direction (CDI) and A.T. Kearney for about 10 years. In 2017, he joined Misaki Investment, where he serves as a leader of investment projects and engages with management. (This profile is as of June 2021)
Nobuyuki Kobayashi
After graduating from Keio University's Faculty of Economics, he passed the second-stage 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 establishing his own practice, he withdrew from the doctoral program at Keio University's Graduate School of Business Administration in March 2007 after completing the required coursework. Subsequently, he served as faculty at several domestic universities while also lecturing at seminars for working professionals and conducting in-house training sessions. Currently, he serves as an Auditor for Hulic Co., Ltd., a Professor at Nagoya University of Commerce and Business Graduate School, and Vice President of the Tokyo Chapter of the Japanese Institute of Certified Public Accountants. (This profile is as of September 2023)