強力で効果的な取締役会の構築

At the International Corporate Governance Network (ICGN) conference, industry leaders gathered to discuss the state of corporate governance in Japan. The panel, featuring Tracy Gopal (Third Arrow Strategies & JBDN), Miyaji Makiko (J-Eurus IR, Japan), Sakon Uda (independent director), and Jocelyn Brown (T. Rowe Price), explored key governance trends, the effectiveness of independent directors, and whether Japan’s boardrooms are moving beyond a check-the-box approach to governance reform.

Tracey Gopal (Left) | Sakon Uda (Right)

The Role of Independent Directors

Sakon Uda emphasized that while many companies have moved toward 30% independent director representation, hierarchy still dominates boardrooms, often silencing internal directors. The challenge is not just about meeting governance metrics but ensuring that directors actively contribute to corporate value.

Tracy Gopal highlighted the need for board members to fully understand their responsibilities, questioning whether the push for governance reform has translated into real impact. Uda noted that many directors are selected for their prestige rather than their ability to challenge leadership and identify critical business issues.

Progress and Ongoing Challenges

Miyaji Makiko reflected on the significant progress over the past decade, noting that companies are now more open to the value of outside directors. However, she pointed out that board agendas are still largely driven by CEOs and executives, with committee members often playing a passive role. For meaningful reform, outside directors must step up and take a proactive leadership role in shaping governance decisions.

Beyond Formal Compliance: Ensuring Board Effectiveness

A key takeaway from the discussion was that governance reform in Japan must go beyond formal compliance. While regulatory requirements have increased independent board representation, companies must focus on empowering directors to ask tough questions, challenge assumptions, and drive long-term value creation.

"Today at International Corporate Governance Network (ICGN) discussing effective boards. Much discussion about board directors not understanding their role or speaking up at meetings. I'm proud to say that members and clients of Third Arrow Strategies and the Japan Board Diversity Network are focused on creating shareholder value. It isn't one metric. We can't check the box. However, when investors meet with outside directors (if they are allowed to meet with outside directors), they can certainly ask a few questions to see if the board is properly functioning. Governance on paper. Governance in practice. They are different."

Tracy Gopal, CEO | Third Arrow Strategies & JBDN

Read the full discussion on ICGN’s LinkedIn post.