日本語
EnglishINTRODUCTION
As the so-called “lost ten years” continued to aimlessly drift into the “lost twenty years” through the early 2000’s in Japan, five of us, the eventual founders of the ICGJ, began to feel that something was seriously wrong with Japanese companies that had somehow become oblivious toward initiatives for innovation and dauntless risk-taking. Before moving to found the Institute, we formed a study group to examine this problem from various aspects. We soon arrived at the strong suspicion that the major cause was to be found in the boardrooms of Japanese companies, in other words, corporate governance. In September 2009, we resolved to set up an organization where we and like-minded colleagues could help reform corporate governance so as to create maximum corporate value for Japanese companies. This is the origin of the ICGJ.
Since then, our membership has expanded to around 100. The impetus was accelerated by the Japan Revitalization Strategy (JRS) set out by the Abe Cabinet in 2013, where corporate governance reform was put in as one of the core initiatives. As a result of the JRS the Stewardship Code was promulgated in 2014 and the Corporate Governance Code in 2015 in the capital market. These fruits, however, have been somewhat eroded by incessant corporate scandals at some major Japanese companies. Nevertheless, one way or the other, it has led the public to pay more attention to the issues surrounding corporate governance.
POLICIES
Membership
As an independent non-profit organization to which mainly individual members contribute annual membership fees, we are open to those who are in accord with the aims set out in our mission statement. We also accept corporate members who are in sympathy with those objectives.
Introduction of candidates for directorship positions
One of our major activities is to introduce ICGJ members as candidates for independent director positions to companies that are seeking them. That does not mean, however, that we accept members looking to join solely for the sake of obtaining such a position. We also cannot guarantee that any candidate we introduce will be accepted, as that decision is wholly at the discretion of the requesting company.
Opinions from members and non-members
We welcome opinions from members and non-members alike through blog entries and Facebook, and will not close our door to any thoughtful, well-intended opinion even if it is controversial.
ACTIVITIES
Dissemination of information and opinion
The Lehman collapse unveiled that corporate governance in the United States, which in Japan had been taken more or less as a definitive model of best practices, did not work. It brought home the importance of developing a more effective framework for corporate governance in Japan. The ICGJ carries out intensive study and analysis of the issue using various sources such as business journals, academic papers and interviews with experts. The results and opinions are disseminated both nationally and globally through our blog, Facebook and ICGJ monthly seminars featuring leaders in the business and academic communities. We plan to extend this aspect of our work through blog entries in English.
Introduction of candidates for independent director and kansayaku
The ICGJ boasts among its members many with broad business and professional experience, making them logical candidates to fill positions as independent director and kansayaku*. Part of our mission is to introduce such candidates to companies with a need for them. Our firsthand knowledge of the candidates, gained through interaction in regular membership activities, allows us to match their strengths with the particular requirements of the requesting companies. As board diversity becomes increasingly important, we believe that international business people will also have a role to play as independent directors for Japanese companies.
Training and education
To realize better systems for corporate governance it is critical for a company to develop and retain capable human resources because, obviously, its people are the ones who work out the systems. The ICGJ prepares intensive and customized training courses for individuals who are slated to become independent directors and auditors (kansayaku)*. In addition, we provide seminars tailor-made to the specific requirements of corporate clients who are seeking to train their executives and employees in the fields of corporate governance, internal control and enterprise risk management. A recent successful example is the customized program that we developed for the Aeon Group, one of the largest Japan-based retail conglomerates with expanding global reach.
Moving forward, our intention is to extend such programs to subsidiaries or branches of foreign-capitalized companies in Japan, in order to provide their executives with better insight into Japanese corporate governance and internal control. We are also continuing to seek closer collaboration with international educational institutions such as Singapore Management University and IMD in Switzerland.
Consulting services for internal control and enterprise risk management
We conduct consulting services for corporate clients who need expertise to build and evaluate internal control for J-SOX (Japan's Financial Instruments and Exchange Law: the Japanese version of Sarbanes-Oxley), as well as enterprise risk management. In particular, we are ready to provide such services to small-sized companies planning an IPO in a much more cost-effective way than established large consulting firms.
ORGANIZATION
Given that we are such a small organization, we do not have divisions for separate activities. Instead, we hold semi-monthly board meetings to make decisions on the implementation of strategic plans as well as setting up procedures of daily administration. In addition, we have established advisory, appointment and remuneration committees to support our activities. The committees are comprised mostly of ICGJ members, advising the board from the vantage point of diverse professional and executive experiences.
Legally, the ICGJ is incorporated as a General Incorporated Association. At the annual general meeting, each member has the right to vote on important decisions such as the election of board members, the annual budget and changes in the articles of incorporation.
NOTE: The term ‘kansayaku’ is normally translated as ‘audit and supervisory board member’. For a more detailed explanation, please refer to ABOUT CORPORATE GOVERNANCE SYSTEMS in the Information page.
CO-FOUNDER PROFILES AND COMMENTS
Takeshi Kadota
Co-Founder and Director
Institute of Corporate Governance, Japan.
President & CEO of Kadota & Company, Inc., a financial services consulting firm; concurrently serves as an independent director of GPSS Holdings Ltd. and a corporate auditor to the Hachijuni (82) Bank, which is listed in the first section of the Tokyo Stock Exchange. Previously served as an independent director of Financial Products Group Co. the listed firm in the first section of the Tokyo Stock Exchange.
Granted the H. Lawrence Hull, Jr. Leadership Award and a lifetime membership in the Pacific Pension & Investment Institute (PPI) , where he was on the Board of Directors and its Advisory Council member.
Spent almost 30 years working for Mitsubishi Corporation, responsible for various capital market and investment banking activities, including private equity investments and corporate finance services. As Senior Vice President, Division Chief Operating Officer, managed the Financial Services Division of the company.
Also taught business administration as visiting professor at the Interdisciplinary Graduate School of Science and Engineering, Tokyo Institute of Technology.
Received his Bachelor's degree from the Law Faculty of the University of Tokyo in 1971 and his Master's in Business Administration from Stanford University in 1981.
Comments from Takeshi Kadota, Representative Director
In 2009, along with several colleagues, we established the Institute of Corporate Governance, Japan to contribute to the reform of corporate governance as it relates to future prospects for growth and prosperity in the business community. The need for such reform was plain to me after long years of engagement with pension funds and institutional investors. My particular concern at that time was the slow speed and lack of transparency of Japanese corporate decision-making, a problem that was closely linked with the stagnation of the economy and corporate performance in general. I also realized that Japan had the human talent, people with rich business and professional experience such as my former colleagues at Mitsubishi Corporation, to supply the need for independent directors and corporate auditors.
Our institute engages in a range of activities which shall be instrumental for enhancing Japanese corporate governance reform. These include : public information campaigns; research; the introduction of independent director and corporate auditor candidates; and customized educational programs for those occupying such positions. All these activities are promoted through the initiatives of our nearly 130 individuals and 20 corporate members and supported by other prominent organizations. We have developed those activities successfully since the inauguration and become recognized as one of the pioneers of Japanese corporate governance reform in accordance with the introduction and twice revisions of Japanese Corporate Governance Code which especially emphasizes the leadership of board of directors and its strict monitoring of corporate management executives.
Our Institute also works to raise international awareness of Japanese corporate governance reform through various communication channels with overseas institutional investors such as PPI where I am serving as its lifetime member as well as with financial institutions and servicers.
Masatoshi Yasuda
Co-Founder and Director
The Institute of Corporate Governance, Japan (ICGJ)
Co-founded the ICGJ with Takeshi Kadota and three other comrades in September, 2009; as Managing Director plays a key role in disseminating opinion and analysis through the Institute’s website as well as journal articles and media interviews; in organizing monthly seminars and creating and delivering customized educational programs; and consulting with corporate clients.
Posts held concurrently include: Supervisory and Audit Board Member of Financial Products Group Co., and Supervisory and Audit Board Member of Apparel-web Co. Ltd.
Previously established an independent consultancy to work with Japanese companies on risk management and internal control, and served as temporary consultant to the IFC, an organization of the World Bank engaged in a joint project with the Thai Government on securities market development.
Prior to that, spent many years working for U.S. financial institutions, including Cantor Fitzgerald, Citicorp and Citibank, N.A. in Tokyo – an experience that broadly covered fixed income securities, equities and foreign exchange, as well as derivatives of those financial instruments. Began his career in the corporate planning department of Hitachi Ltd. and subsequently joined the Hitachi Research Institute as a corporate economist and business planner.
Holds a B.A. from the Department of Economics at the University of Tokyo and an MBA from the Institut pour l’étude des methods de direction de l’entreprise (IMEDE, currently IMD) of Lausanne University.
Message to Global Investors from Masatoshi Yasuda, Executive Managing Director
Taking into consideration that at the headwater of the investment chain through which money flows from the pension and insurance systems down to fund management businesses there exist us, the people of our country, it seems to me that the management of every company needs to recognize that they owe fiduciary duties not only to shareholders but also to us as well.
The task of corporate governance is to insure that management fulfills its fiduciary duties in such a way that the company will achieve maximum sustainable growth and increase corporate value over the mid- to long-term. We believe that effective corporate governance, which allows management take bold strategic risks founded on prudent risk management, will revive the Japanese economy and benefit everyone. Involvement in the activities of the ICGJ has been, for me, a way of discharging a personally felt obligation to help speed that process along.
Up until a few years ago, you in the global investment community might have been skeptical about whether effective corporate governance as described above had been taking place in Japan. However, after the Japanese Stewardship Code was introduced in 2014 and the Corporate Governance Code was adopted as a part of the listing rules of the Tokyo Stock Exchange in 2015, circumstances around corporate governance have started to change significantly. One task of the ICGJ is to offer you an accurate view of what is going on in corporate governance here in Japan. We will do our best to help you understand the subject better and will be more than happy to field any questions you may have.
| Organization | INSTITUTE OF CORPORATE GOVERNANCE, JAPAN |
|---|---|
| Foundation | September 1st, 2009 |
| Representative Director |
Go Ohtani |
| Founding Director | Takeshi Kadota, Masatoshi Yasuda |
| Managing Director | Maki Kawano |
| Directors | Junya Hakoda, Tsuneo Takahashi, Masako Arakawa, Yoshimi Nakajima, Hiroaki Yatabori, Kazuhiro Kawai |
| Auditor | Takuzo Funayama |
| Members of Advisory Committee | Jun Watanabe, Yasushi Wakabayashi, Shigeharu Kawahara, Yoshifumi Kato, Juichi Watanabe |
| Address | Cross Office Uchisaiwaicho 3F, 1-18-6 Nishi-shinbashi, Minato-ku, Tokyo 105-0003, Japan Tel: 03-3539-3208 Mail: contact@icgj.org |
Contact
03-3539-3208
