Committee Work

Committees and study groups are organized by corporate directors and managers in order to analyze corporate governance from different perspectives.

Corporate Ethics Committee

Chairman:

Akira Gemma (Advisor, Shiseido Company Limited)

Joint Chairman:

Kouichiro Aramaki (Executive Advisor, Kirin Holdings Company Limited)

Vice Chairman:

Shunji Kobayashi (Professor. emeritus, Waseda University), Haruka Matsuyama (Attorney-at-Law, Partner HIBIYA PARK LAW OFFICES)

Activities:

The establishment of the international guidance standard "ISO26000" providing guidelines for social responsibility is anticipated in 2010. It is expected to include a wide range of corporate ethics issues such as compliance, labor and the environment. This committee will monitor the direction of the standards and report to management on issues that will become policy for future corporate activities.

Emerging Company Committee

Chairman:

Nobuyuki Idei (CEO, Quantum Leap Corporation..Former Chairman, Sony Corp.)

Vice Chairman:

Ken Kusunoki (Professor., Hitotsubashi ICS), Yuri Konno (President, DIAL SERVICE CO.,LTD.)

Activities:

Development of the global economy is not possible without the appearance of new venture companies. Current trends in globalization, unlike the past, provide new companies with opportunities to conduct business in China and India. In addition, the development of the Internet has enabled new companies to conduct business on a scale that was previously only open to major corporations. We would like to help nurture venture companies with large growth potential under the new environment.

Corporate Management and Accounting Committee

Chairman:

Haruyuki Niimi (Honorary President, Shouwa Shell Sekiyu KK)

Vice Chairman:

Akio Okuyama (Accoutant, Professor, Waseda University.)

Activities:

International Financial Reporting Standards (IFRS) is increasingly gaining in global popularity. Accordingly, this committee plans to reveal how Japanese companies will accept the IFRS, define industry- and company-related issues, and discuss what measures should be taken.

Independent Director Committee

Chairman:

Kazuhiko Toyama (CEO, Industrial Growth Platform, Inc.)

Vice Chairman:

Seiichi Ochiai (Professor. emeritus, Tokyo University)

Activities:

Since March 2009, this committee has held six discussions from the viewpoint of both independent directors and member companies that have implemented an independent director system and in June released a report entitled, "Who is the Directors' Boss? - Independent Directors Pursue Continuous Corporate Development and the Demands of Market Economy Rationale." This committee will continue to address issues regarding the further implementation of the independent director system.

Financial Trends and Strategy Committee

Chairman:

John Ehara (CEO, Unison Capital, Inc.)

Vice Chairman:

Yuko Kawamoto (Professor, Waseda University)

Activities:

The finance industry needs to be redefined as a result of the global financial turmoil and the failure of certain business models. This committee discusses recovery strategies through hearings and deliberations on the challenges and opportunities of each business area. This committee encourages institutional investors' associational participation and seeks to contribute to improved corporate governance. This committee also aims to increase the significance of institutional investor participation.

Societal Change and Corporate Governance Committee

Chairman:

Takeo Kato (Advisor, FUJI ELECTRIC HOLDINGS CO., LTD)

Vice Chairman:

Yuji Kage (Advisor, Blackstone Group Japan)

Activities:

Society is expected to undergo structural changes resulting from the current recession. Accordingly, new business models and c1orporate governance will be required to adapt to these changes. This committee plans will monitor the changes taking place in the U.S., Europe and Japan, and, using Japanese blue chip company management case studies, discuss internationally acceptable corporate governance capitalizing on the merits of the Japanese management style.

New Corporate Value and Management Indicator Committee
(Working name: New Corporate Value Committee)

Chairman:

Tetsuro Higashi (Chairman, Tokyo Electron Limited)

Joint Chairman:

Yusuke Shimizu (Top Advisor, KITZ CORPORATION)

Vice Chairman:

Hidetaka Kawakita (Professor, Graduate School of Management, Kyoto University)

Activities:

The corporate economic environment is dramatically changing by responding to the risk of capital market fluctuations as seen during the Lehman Shock, adapting to international accounting standards and advancing globalization. In this changing environment, the previous concept of corporate value based on market capitalization needs to be reassessed. This committee will search for what defines true corporate value and a way to evaluate it, and the proper management indicators for various industries.

Growth Strategy Committee

Chairman:

Yoshinari Hara (Top Advisor, Daiwa Securities Co., Ltd.)

Vice Chairman:

Hirotaka Takeuchi (Professor, Harvard Business School; Professor emeritus, Hitotsubashi University)

Vice Chairman:

Emi Osono (Professor, Graduate School of International Corporate Strategy, Hitotsubashi University)

Activities:

Corporate management is required to show sustainable growth. This committee will delve in depth into the source of a company’s sustainable growth through case studies and analysis of the decision-making process for resource allocation (personnel, capital) as well as the succession, restructuring and withdrawal of existing businesses by focusing on the theme “Growth strategy and governance framework”.

Committee on Dialogue with Investors

Chairman:

Takeo Takasu (Advisor, NAMCO BANDAI Holdings Inc.)

Vice Chairman:

Hiroshi Ohtsuki (Professor, Waseda University)

Activities:

The recovery of Japanese stock market following the financial crisis is lagging compared to other nations. What is the cause of stock market stagnation? What measures can we take to facilitate market development? And what are the ways in which we can increase the corporate values of Japanese corporations?

 

This committee seeks some of the solutions to these questions through dialogue between investors and management. Based on reports complied by investors, this committee will discuss management opinions and requests of investors, and to present the direction for which Japanese companies should aim for in the stock market in the autumn of this year.

Companies Act Committee

Chairman:

Ryoji Chubachi (Vice Chairman, Sony Corporation)

Vice Chairman:

Yo Ota (Attorney-at-Law, Partner NISHIMURA ASAHI LAW OFFICES)

Activities:

The Justice Ministry's Legislative Council Corporate Law Subcommittee is deliberating a review of the Companies Act. The themes are 1) role of corporate governance, 2) parent company discipline, and 3) others. With an eye on development of deliberation in related areas, this committee will release statements at appropriate occasions, which will be based on the debate at the committee and a working group under the committee. Also, this committee will continue discussion on issues over the operation of current system, issuing external statements as necessary.

 

In addition, we will have working group activities on these themes comprised primarily of businessmen.