About ICGJ

INTRODUCTION

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

門多 丈

Takeshi Kadota

Co-Founder and Representative Director,
Institute of Corporate Governance, Japan.

President & CEO of Kadota & Company, Inc., a financial services consulting firm; concurrently serves as independent director of Financial Products Group Co. and corporate auditor to the Hachijuni (82) Bank, both of which are listed 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 Institute, where he was on the Board of Directors and currently serves as Advisory Council member.

Previously 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, I established the Institute of Corporate Governance, Japan in order 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. 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.

The ICGJ engages in a range of activities aimed at enhancing 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 100 individual and corporate members, and supported by other prominent organizations. The Institute also works to raise international awareness of Japanese corporate governance reform through the excellent communication channels it maintains with overseas institutional investors such as the Pacific Pension Institute, where I am an Advisory Council member. I look forward to strengthening our cross-border relationships as we move forward.

安田 正敏

Masatoshi Yasuda

Co-Founder and Executive Managing 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.

PROFILES of DIRECTORS and Auditor

Dai Nochiide

Currently serves as corporate auditor at Nippon Dry-Chemical Co., Ltd., listed in the first section of the Tokyo Stock Exchange. Previously held similar posts at two other corporations, one of them also listed as above. Formerly held visiting professorship at Yashima Gakuen University. Began career at Mitsubishi Corporation, working in both the Finance and Corporate Accounting divisions. Holds degrees from Tokyo University (Economics) and Waseda University (European History).

Masaharu Nakajima, MD., Ph.D.

Dr. Nakajima is a M.D. and a Ph.D.
His present positions are an advisor of Tokio Marine & Nichido Fire Insurance Company and a Visiting Professor of Jichi Medical University. Before these positions, he worked for Social Insurance Medical Fee Payment Fund as a director after he finished his major career as a Director General, Health Bureau at the Ministry of Health, Labour and Welfare, Japan (MHLW). He started his career as a surgeon and a researcher for Biomedical Engineering and became a technical officer at MHLW before he finally took up a position of Director General, Health Bureau.
He finished the Postgraduate course of Biomedical Engineering at the University of Tokyo in 1981 and graduated from the University of Tokyo, Faculty of Medicine in 1976.

Junya Hakoda

Currently holds the following positions: independent director, AEON Financial Services Co., Ltd.; corporate auditor, Yamaha Corporation; corporate auditor, Schroder Investment Management (Japan) Ltd.; guest professor, Graduate School of Business & Commerce, Keio University. Spent more than thirty years with Price Waterhouse (currently Pricewaterhouse Coopers). Has led numerous internal control/ internal audit engagements for U.S., European and Japanese companies in wide-ranging fields. Degree in International Relations from the Tokyo University of Foreign Studies; holder of a CPA and member of JICPA, as well as the Japan Accounting Association, the Japan Auditing Association and the Japan Internal Control Association.

Tsuneo Takahashi

Thirty years domestic and international experience in asset management, risk management, and corporate finance. From 1976 worked at Mitsubishi Corporation and its subsidiaries: Mitsubishi International Corporation in New York and Mitsubishi Corporation Finance PLC in London. Served as President and CEO of Mitsubishi Corporation Capital, which engages in securities and asset management operations in Tokyo. Subsequently served as Representative Director, responsible for the management of Natsource Japan Co., Ltd., which acts as an intermediary in greenhouse gas transactions, and as corporate senior auditor at Mitsubishi Corporation Plastics, Ltd. Received his B.A. in Economics from Keio University and is also a Certified International Investment Analyst and Chartered Member of the Security Analysts Association of Japan.

Go Ohtani

Currently in a position of Audit & Supervisory Board Member, reserving external/independent capacity, at AEON Financial Service Co., Ltd. Served Chief Audit Executive at Astellas Pharma Europe Ltd. and Audit & Supervisory Board Member at Astellas Pharmaceutical Co., Ltd., respectively. Previously served various responsibility such as marketing and licensing in Europe, nutritional supplement businesses with global basis and IR at Yamanouchi Pharmaceutical Co., Ltd. and also took a position of Independent Director of the Board at Shaklee Corporation in US. Received BA and MSC in science & technology from Keio University and MBA from Leicester University. Holding CIA, CFE and CISA qualifications.

Akira Yokoo

ICGJ director since 2015. Also engages in corporate advisory business as an independent consultant. Since 2013 retained by Atagosouko Co, Ltd., advising the CEO on strategic business decisions. Previously spent more than 35 years working for various foreign financial companies in Tokyo, covering investment banking and fixed income business. After receiving his BA in economics from Keio University in 1976, began his career in finance at Citibank and later moved to Lehman Brothers, UBS, Deutsche Bank and AIG.

Takuzo Funayama

Auditor of Institute of Corporate Governance, Japan. Mr. Funayama is a director (audit and supervisory committee member)of Mitsubishi Kakoki Kaisya, Ltd, which is listed in the first section of Tokyo Stock Exchange. He graduated from the Department of Economics at Keio University in 1972. Certified Public Accountant of Japan.
Organization INSTITUTE OF CORPORATE GOVERNANCE, JAPAN
Foundation September 1st, 2009
Representative Director
Takeshi Kadota
Senior Managing Director Masatoshi Yasuda
Directors Dai Nochiide, Masaharu Nakajima, Junya Hakoda,
Tsuneo Takahashi, Akira Yokoo, Go Ohtani, Masako Arakawa
Auditor Takuzo Funayama
Counselors Koji Takebe, Jun Watanabe, Kenji Hayashi,
Yasushi Wakabayashi, Tomokatsu Yoshitoshi,
Yasuaki Tsuchiya, Hikari Imai,
Hideaki Fukazawa, Chieko Matsuda
Members of Advisory Committee Izumi Yamashita, KImiaki Yamaguchi,
Tsuyoshi Inoue, Susumu Sezaki, Mika Yuzawa
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

The Institute of Corporate Governance,Japan

03-3539-3208

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