Governance School (Basic)

Governance School is a one-day training course for directors and auditors, taught by experts in their fields, ideal for addressing CGC [Principle 4-14] and recommended for aspiring directors. Case studies and discussions using real-life examples will provide participants with practical knowledge. Those who complete the course can register in the “Officer Bank. We encourage you to take the first step as a candidate for outside director.

Knowledge of finance is an essential skill for directors. If you are concerned about your financial situation or would like to learn both the basics and the practical aspects of finance, please consider enrolling in our ” Finance Juku” course.

summary
Subject:	Directors, auditors, executive officers, general managers, those in charge of governance, and others with an interest in governance
Capacity:	Max. 20 persons
Dates:	Tuesday, October 21, 2025 Tuesday, December 9, 2025 Scheduled for February 2026 Scheduled for March 2026
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

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Course Contents

This course aims to equip participants with knowledge across a broad range of fields essential for governance, extending beyond legal expertise to encompass the rapidly changing and increasingly globalized business environment. It is designed as an interactive course, held in small groups each session, featuring lectures supplemented by case studies that encourage discussion and mutual learning among participants. *Please note that to incorporate the latest developments, some content may be subject to change on the day of the lecture. We appreciate your understanding.

I) How to acquire “executive power"

Shared awareness of issues among participants
What is “executive power?”
Origin and Definition of Governance
Obligations and responsibilities of directors as defined in the Companies Act
Difficulties in reforming corporate culture and the importance of top management’s actions
best practice

Ⅱ）Responsibilities of the Board of Directors and Directors as stipulated in the Companies Act

Corporate Law Rules and Practices Related to the Board of Directors
The most important knowledge directors should have in mind – duties and responsibilities
Shareholder derivative actions, principles of business judgment
Discussion of real-life examples of misconduct. What would you do if you were there?”
Recent changes in the legal system and case law. Possible changes that can be expected in the future. Key issues to watch for when the law is still unknown.

Ⅲ）Financial Instruments and Exchange Law and Enterprise Risk Management

Risks to the Company in Misstatement Cases
Risks for individual board members and actions to be taken
Misstatements in the ESG Era
The Relationship between the Board of Directors and Information from Examples (Enterprise Risk Management)

Ⅳ）Case Study: “What Makes a Truly Global Company?” What would you do?

The relationship between governance and superiority as a global company
Accounting irregularities at overseas subsidiaries
Corporate Steering from the Drama of Internal Conflict

Ⅴ）What do investors expect from directors?

Investor Testimonials (video)
discussion
Next Steps
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Instructors

Professor, Chuo University Law School; Representative Director, BDTI

He graduated from the University of Tokyo Faculty of Law and worked as an assistant professor at the Tokyo Metropolitan University Faculty of Law before assuming his current position. His main areas of research and activities are corporate governance and venture business law. He is a member of the Corporate Governance Study Group of the Ministry of Economy, Trade and Industry, the Study Group on Corporate Governance Systems, and the M&A Study Group of the Economic and Social Research Institute, Cabinet Office. His publications include "Corporate Law (3rd edition co-authored by Yuhikaku 2015)," "Casebook Corporate Law (5th edition co-authored by Kobundo 2015)," "Corporate Governance that is Not a Matter of Other People's Affairs," "Can Corporate Law Prevent Corporate Scandals?" "Convergence of Corporate Governance and Its Background," Law Jiho, vol. 84, no. 10 (2012), "Corporate Governance in Japan. (2012), "Strengthening the Supervisory Functions of the Board of Directors (1) (2) Outside Director and Corporate Auditor Systems, etc.," Shojihomu No. 1941 and No. 1942 (2011).

Attorney at Law, Director and Full-time Audit Committee Member of Coach A, Inc.

Graduated from Doshisha University Faculty of Law. After handling litigation-focused work at a law firm, transitioned to in-house counsel, spending over 20 years engaged in extensive legal and compliance work across four companies—Panasonic, Fast Retailing, USJ, and Coach A—each differing entirely in industry, scale, and culture. Currently serves as a full-time Audit and Supervisory Committee Member at Coach A, while also holding positions as an Outside Director at KPP Group Holdings Co., Ltd. and D.I. System Co., Ltd., and as an Outside Auditor at Prime Road Co., Ltd.

BDTI Executive Director

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."

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.

Testimonials from Students

The lecture was not centered on classroom learning of theory, but was developed while incorporating recent topics, etc., so it was easy to visualize.

I was able to learn many perspectives as a director (especially as an independent outside director). I was able to recognize that the viewpoints and stances are very different from those of execution.

In the past, when there were discussions or decisions that did not match my knowledge or sense of ethics, I sometimes remained silent because my opinion was in the minority, or because I was in the majority. In the future, however, I would like to be able to speak up if I think something is right based on my knowledge, even if I am in the minority.

I have had difficulty discussing these topics and perspectives internally, and in retrospect have tended to be lonely, but I have a renewed sense of confidence. At the same time, I have a hunch that it will help to increase the persuasiveness of discussions within the company.

I was able to learn about governance in general in depth over the course of the day. The small group lectures were also good because it was easy to ask questions to the lecturers and exchange opinions among the participants, and it was good to be able to refer to the situation at other companies as well.

I think it is a comprehensive program, with systematic input through e-Learning in advance, case studies on the day of the event to get the sweat of your thoughts, and the opportunity to hear the opinions of people who are aware of similar issues at other companies.