Faculty

Corporate Governance

Norikazu Yahagi

Title: Chairperson, Han Institute for General Research

Course Outline/Objectives

We will study the practicalities of corporate governance during this series of lectures. The original objective of corporate governance is to establish an administrative system for controlling companies. This system makes it possible for companies to develop successfully and continuously. The most important theme of corporate governance is to improve a company's competitive advantage while reducing risk by establishing sound internal administration. "Essential Corporate Governance" means different things depending on the industrial environment, company characteristics and corporate management resources.

In recent years, due to the Sox Act in the US (which replaced business executives' rules of judgment with the establishment of an internal control system), Japan has seen the implementation of the J-Sox act, which has put in place legal implementation guidelines for companies.

The first half of the course will teach students the essentials of corporate governance, while case studies are introduced to highlight the internal reforms and legal approaches of US and Japanese companies. Consequently, students will come to understand the necessity of establishing a practical internal control system to limit potential company scandals. In addition, students will learn about "the establishment of better corporate governance" through concepts such as structural risk management and IT governance. Significantly, students will be learning all of the above from real-life cases which have recently been faced by management executives.

In the second half of the course, the legal and financial challenges of corporate governance, new corporation laws and the J-Sox Act, and the importance of implementing guidelines to organize internal control will be covered, as well as the structure and importance of financial reporting. Finally we will analyze how corporate governance impacts personnel decisions, in relation to qualifications, roles, systems of reward, and the selection of management executives and CEOs.