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.

To me - the guy who proposed the code -  the most important logic of Japan's corporate governance code is:<ul><li>Japan needs committees even more than other countries, because there are so few outside directors</li><li>to set the base for "committees", Japanese companies must first appoint "multiple" independent directors</li><li>Japan needs any and all practices that can be used to augment the ability of independent directors to form a consensus between themselves and speak as one voice, or as powerful separate voices </li></ul>Because of all of this, Japan needs director training even more than other countries, because most of these practices are new to Japan, and a lot of learning needs to take place. Japan's companies are faced with the difficult (but not impossible) task of bringing about behavioral change in their organizations. This requires new knowledge, ideas, and much discusion. (More below the fold.)

To me - the guy who proposed the code -  the most important logic of Japan's corporate governance code is:Japan needs committees even more than other countries, because there are so few outside directorsto set the base for "committees", Japanese companies must first appoint "multiple" independent directorsJapan needs any and all practices that can be used to augment the ability of independent directors to form a consensus between themselves and speak as one voice, or as powerful separate voices Because of all of this, Japan needs director training even more than other countries, because most of these practices are new to Japan, and a lot of learning needs to take place. Japan's companies are faced with the difficult (but not impossible) task of bringing about behavioral change in their organizations. This requires new knowledge, ideas, and much discusion. (More below the fold.) 

Whither Governance in Japan? Part 2- How the Code Is Intended to Function

iShares MSCI Japan ETF

Whither Governance in Japan? Part 2- How the Code Is Intended to Function