Nicholas Benes: "We Need to Redesign the Corporation to Provide Better Incentives"

from Boardroom Governance with Evan Epstein · host Nicholas Benes, Evan Epstein

Start of interview [1:40]Nick's "origin story", from New Jersey to California to Japan [3:33]His first board experience with Alps Mapping ('00-'06) [7:34]Why he founded the Board Director Training Institute of Japan in 2009 [12:40]His WSJ article on "Japan's Coming Shareholder Revolution" (2001) [19:42]Japan's keiretsu system ("a defensive cross-shareholding wall") [21:04]The historical resistance against having independent directors in Japan companies [23:25]The effect of the ACCJ's white paper that led to Japan's Stewardship Code (2014) and Corporate Governance Code (2015) [24:40]Why Japan needed a corporate governance code (to enhance corporate disclosure) [32:20]Japan's change in board composition (now one third are independent directors) [34:52]His take on executive pay, particularly around the approval of "Say-on-Pay" in the US and distinctions with exec comp in Japan [36:51] His take on ESG and "stakeholder capitalism" [39:50]Nick's opinion of dual class share structures: "I dislike them vehemently, I think they make a mockery of the concept of shareholder democracy" [45:34]Nick's recent proposal: "Redesigning corporations: Incentives Matter" (published in Harvard Law School Forum on Corporate Governance) [47:50]The use of blockchain technology to track beneficial share ownership [57:17]How to find Nicholas Benes online:Website: https://bdti.or.jp/en/Email: [email protected] Twitter: @benesjp ___Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

What this episode covers

In this episode, I talk with Nicholas Benes, the Founder of the Board Director Training Institute of Japan. Nick has a background in both law and business (he has a JD/MBA from UCLA, and a BA from Stanford), he is bilingual in Japanese and English, and has served on a number of boards in Japan since the year 2000. He gained broad experience in investment banking during 11 years at JP Morgan, in New York, London and Tokyo, after which he founded his boutique M&A advisory firm in Tokyo. Nick is one of the leading corporate governance experts in Japan and has been active in policy advocacy in the region. We focus this discussion on the evolution of corporate governance in Japan, including his role in promoting the new corporate governance code, and other general topics such as executive compensation, ESG, dual class share structures and his recent proposal to redesign incentives in corporations by creating an “externalization/bankruptcy trust fund” or “ESG dividend fund.” This proposal has been published and is available at the Harvard Law School Forum on Corporate Governance Blog.

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Nicholas Benes: "We Need to Redesign the Corporation to Provide Better Incentives"

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This episode was published on July 21, 2020.

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