Comparative corporate governance: The case of Japan

This special event on Comparative Corporate Governance is supported by the UCL Centre for Ethics & Law, The Law Society and the Embassy of Japan in the UK.

About the event

To coincide with the 25th anniversary of the Chair of Japanese Law, University College London is organising a roundtable on Comparative Corporate Governance – the Case of Japan. The Roundtable, supported by the Law Society, will be opened by His Excellency Mr.Motohiko Kato, Minister Plenipotentiary of Japan and the Right Honorable Lord Harry Woolf, former Chairman of the Supreme Court.

The system of corporate governance in Japan was seriously underdeveloped in the 1980s and the 1990s. It was almost completely “insider” with shareholders’ interests not given much attention. Since the collapse of the economy in 1990 which resulted in a serious loss to shareholders, the system of corporate governance has gradually improved. After a series of legislative changes and changes in corporate practice, the system has become more transparent and fair. However, no system of corporate governance is perfect, and the Japanese system is not an exception.

The latest amendment to the Japanese Companies Act took place in 2014. While the past legislative work has been heavily influenced by American law, the UK model has been extensively studied this time.

After a year, it is about time to assess the current state of corporate governance under the amended law. There is an ongoing discussion on the board system, namely the role of non-executive directors. In addition to the Companies Act, now codes such as the Stewardship Code and Corporate Governance Code have been introduced in Japan. The actual implementation of these codes also needs to be discussed. Corporate governance in group companies has been addressed in the reform, but whether further improvement is required needs to be examined.

The current state of corporate governance in Japan should also be examined from foreign perspectives. The origin of Japanese company law is German. The Japanese system has heavily relied on the US model in recent years, but the UK and EU systems have been extensively studied. US, UK, and German experts have been invited to join this event to look at the latest Japanese system together with Japanese experts and discuss the future of corporate governance in Japan as well as in Europe and the US.

The programme

13:30
Opening Speech
His Excellency Mr.Motohiko Kato, Minister Plenipotentiary of Japan

13:40
Chairman’s Speech
The Right Honorable Lord Harry Woolf, former Lord Chief Justice

13:50
Keynote Presentation
Corporate Governance in Japan 1990-2016: Steady Progress or Successive Failures?
Hiroshi Oda, Sir Ernest Satow Professor of Japanese Law, UCL

14:20
Part I  The Board System
The Role of External (non-Executive) Directors in Japan: The 2014 Amendments to the Companies Act
Gen Goto, Associate Professor, University of Tokyo, Graduate Schools for Law and Politics

The Role of the Stock Exchange in Corporate Governance (with reference to  External Directors)
Keisuke Arai, Chief Representative in Europe Japan Exchange Group

15:05
Coffee Break

15:20
The Comparison of the Board System in the US and Japan
Curtis Milhaupt, Parker Professor of Comparative Corporate Law; Fuyo Professor of Japanese Law,  Columbia Law School

15:40
The UK Board System – the Role of the Non-Executive Directors
Professor Vanessa Knapp OBE,  Chair of the Company Law Committee of the Council of the Bars and Law Societies of the European Union, former partner, Freshfields Bruckhaus Deringer, visiting professor, QMUL

16:10
Part II  The Role of Institutional Shareholders
The New Stewardship Code in Japan – Comparison with the UK Code and its  Implementation
Sadakazu Osaki, Head of Research, Centre for Strategic Management & Innovation Nomura Research Institute, Visiting Professor, University of Tokyo

16:40
Shareholder Stewardship in the Corporate Governance of Companies and Developments in the EU Shareholder Rights Directive
Dr.Iris Chiu, Reader, Faculty of Laws, UCL

17:10
Part III  The Compliance System and Group Companies
The German System of Group Company Control
Professor Mauriz Baelz, University of Frankfurt

17:30
Shareholder Control over Subsidiaries in Japan
Mr.Toshikazu Miyoshi, Company Secretary and General Manager, Legal Department, Itochu Europe PLC, Attorney at Law (New York)

17:50
Part IV  Panel Discussion
The Future Development of Corporate Governance
Chaired by Professor Paul L Davies QC (hon), FBA, Allen & Overy Professor of Corporate Law Emeritus, Senior Research Fellow, Harris Manchester College, Oxford

Panelists: all speakers, and
Professor Arad Reisberg, formerly of UCL and currently, Head of the Law Department, Brunel University

18:25
Closing Remarks:
Professor Sir Jeffrey Jowell QC (former Vice Provost, UCL)

18:30
Close of conference

Queries

This is a closed door roundtable but if you are intersted in attending then please email the UCL Laws Events Team at laws-events@ucl.ac.uk