The Board Director Training Institute of Japan

BDTI CEO, Proposer of  Japan's Governance Code, The Board Director Training Institute of Japan

Nicholas Benes

Mr. Benes is is the Representative Directors of The Board Director Training Institute of Japan. He received his B.A. in political science from Stanford University, and a JD-MBA degree from UCLA. He then worked at JP Morgan for 11 years and went on to lead a pathbreaking M&A advisory boutique in Japan, JTP Corporation.  He is an inactive member of the bar in California and New York. In the past, he served as a twice-elected Governor of the ACCJ, Chair of the ACCJ’s FDI Committee and FDI Task Force, and as a member of the Experts Committee of the Japan Investment Council, an advisory committee to the Japanese Cabinet on FDI policy. He has also served as an independent outside director at Alps Mapping, the listed company Cecile Ltd., Livedoor Holdings (post-scandal);  and Imagica Group (6879). He currently serves on the board of Advantest (8657)   In 2010, he was a member of the Financial Services Agency’s Corporate Governance Liaison Committee, which had been formed to provide private sector input to the Ministry of Justice and the Legal Affairs Advisory Council regarding amendment of Japan’s Company Law. In 2013, he proposed that the creation of a corporate governance code be included in the LDP’s growth strategy, to be implemented under the auspices of the FSA.  He then advised members of the diet and the FSA, with regard to the drafting process and the content of Japan’s first corporate governance code. He also later seeded a variety of other reforms, including inclusion of principles about diversity and corporate pension governance in the governance code.

BDTI CEO, Proposer of  Japan's Governance Code

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The Board Director Training Institute of Japan (BDTI), a non-profit Japanese “public interest” organization certified by the government, was established in 2009 by experts and opinion leaders active in academic and business circles. BDTI’s mission is to increase trust between corporations and the public, and facilitate the safe, sustainable and ethical development of the Japanese economy and Japanese companies, by improving corporate governance and accelerating the spread of effective management methods.  We believe that director training is the key to doing these things while also enhancing corporate value.

<p>This year, Japan’s governance reform drive will either keep going, or run out of steam. Judging from the amendment of the Company Law that is now underway by an advisory council of the Ministry of Justice (MOJ), the latter is likely.  Strikingly absent is a clear over-arching vision of the most important themes that amendment of the Company Law should address now that the country has a corporate governance code. In other words, what is missing, that can only be addressed via the Company Law? If the government were truly intent on bringing about behavioral change on the part of all Japanese boards and executives, it would focus on harmonizing key aspects of the confusing array of <em>three</em> different corporate governance models which listed companies can adopt, and moving towards a more consistent version of the “monitoring model” for governance that has become internationally accepted and is now embodied in its own corporate governance code.</p>

This year, Japan’s governance reform drive will either keep going, or run out of steam. Judging from the amendment of the Company Law that is now underway by an advisory council of the Ministry of Justice (MOJ), the latter is likely.  Strikingly absent is a clear over-arching vision of the most important themes that amendment of the Company Law should address now that the country has a corporate governance code. In other words, what is missing, that can only be addressed via the Company Law? If the government were truly intent on bringing about behavioral change on the part of all Japanese boards and executives, it would focus on harmonizing key aspects of the confusing array of three different corporate governance models which listed companies can adopt, and moving towards a more consistent version of the “monitoring model” for governance that has become internationally accepted and is now embodied in its own corporate governance code.

Company Law Reform in Japan: Losing Its Mojo?

iShares MSCI Japan ETF

Company Law Reform in Japan: Losing Its Mojo?