シラバス Syllabus

授業名 コーポレートガバナンス
Course Title Corporate Governance
担当教員 Instructor Name 阿部 博友(Hirotomo Abe)
コード Couse Code NUC510_N22A
授業形態 Class Type 講義 Regular course
授業形式 Class Format On Campus
単位 Credits 2
言語 Language JP
科目区分 Course Category 専門教育科目 / Specialized Subject
学位 Degree BBA
開講情報 Terms / Location 2022 UG Fushimi Term1

授業の概要 Course Overview

The School’s mission is to develop leaders who, through a ‘Frontier Spirit’, are equipped to succeed in the globalized business reality. These leaders will have the ability to bridge the gap between New Asia and the rest of the world, and to bring innovation and high ethical standards to their management practices.

This course is designed to attain the mission of NUCB stated below.
The School’s mission is to develop leaders who, through a ‘Frontier Spirit’, are equipped to succeed in the globalized business reality. These leaders will have the ability to bridge the gap between New Asia and the rest of the world, and to bring innovation and high ethical standards to their management practices.
Corporate governance is a discipline that deals with issues how corporate management should work to prevent fraudulent activity by companies, improve their competitiveness comprehensively, and increase their corporate value from a long-term perspective. Originally, this concept emerged in the United States in the 1960s as a deterrent to unethical corporate behavior. However, deterring unethical behavior alone cannot justify the social existence of a company.

A company is an organization that "exists" in society, but it can be recognized and play an active role in relationships with various stakeholders because its existence is "meaningful." In other words, corporate governance must be considered from a wide range of perspectives, including relationships between companies and stakeholders such as shareholders, internal control, audits, and risk management and response.

You may think that terms such as "control" and "management" are generally laborious and costly methods. However, the "Revision of Japan Revitalization Strategy 2014-Challenge to the Future-", which was approved by the Cabinet in 2014, calls for strengthening corporate governance as a measure to regain the "earning power" of Japanese companies. In other words, we aim to promote a sound entrepreneurial spirit under "aggressive governance" and to achieve sustainable growth of the company and improvement of corporate value over the medium to long term.

In the old days, there would have been a charismatic manager who could have decided the company's policies and, in some cases, succeeded in running the company. However, is it okay to leave the management of a company that has a strong influence on society to the management? Business management best practices have already been established. By sharing the best practices, it is possible to solidify the management base and enable the management to demonstrate entrepreneurial spirit. If stable and promising management is achieved, it is desirable for all stakeholders such as employees, business partners, and consumers.

The Corporate Governance Code, a corporate governance guideline that sets out the code of conduct for listed companies, was compiled by the Financial Services Agency and the Tokyo Stock Exchange in 2015 for that purpose. Outside of Japan, the Corporate Governance Code is currently being implemented in most major countries.

In this class, we will discuss various aspects of corporate governance through seven cases and deepen our understanding. We are going to understand the essence of the problem and seek solutions by grasping corporate governance from the broadest possible perspective and experiencing simulated experiences such as relationships between companies and stakeholders, conflicts with shareholders, and dealing with corporate scandals.

You may come out into society and encounter various difficulties. You have no choice but to think and solve such problems yourself, but what you think and learn in class will be some clues to solve the problems.
The way to think ethically, the ability to solve ethical issues. Understand basics of Corporate Governance, and develop to apply corporate governance principles.  

本授業の該当ラーニングゴール Learning Goals


LG1 Critical Thinking
LG2 Diversity Awareness
LG3 Ethical Decision Making
LG4 Effective Communication

受講後得られる具体的スキルや知識 Learning Outcomes


The purpose of this class is to learn how to prevent scandals and strengthen the grip of internal control by understanding the ideal relationship between companies and their stakeholders. The second purpose is to acquire the philosophy and attitude necessary to become a manager who can improve corporate value through sound management. For that purpose, it is most important to think for yourself, speak out your opinion, and listen to the opinions of others with respect.

SDGsとの関連性 Relevance to Sustainable Development Goals

Goal 16 平和と公正をすべての人に(Peace and Justice Strong Institutions)

教育手法 Teaching Method

教育手法 Teaching Method % of Course Time
インプット型 Traditional 0 %
参加者中心型 Participant-Centered Learning ケースメソッド Case Method 100 %
フィールドメソッド Field Method 0 %
合計 Total 100 %

学習方法、レポート、課題に対するフィードバック方法 Course Approach, Report, Feedback methods


授業スケジュール Course Schedule








コンテンツID CCJB-IVE-9B14AJ009 オリジナルID 9B14AJ009






(一橋ビジネスレビュー ビジネスケース2012年夏号)








成績評価方法 Evaluation Criteria

講師用内規準拠 Method of Assessment Weights
コールドコール Cold Call 0 %
授業内での挙手発言 Class Contribution 50 %
クラス貢献度合計 Class Contribution Total 50 %
予習レポート Preparation Report 30 %
小テスト Quizzes / Tests 0 %
シミュレーション成績 Simulation 0 %
ケース試験 Case Exam 0 %
最終レポート Final Report 20 %
期末試験 Final Exam 0 %
参加者による相互評価 Peer Assessment 0 %
合計 Total 100 %

評価の留意事項 Notes on Evaluation Criteria


使用ケース一覧 List of Cases


教科書 Textbook

  • 吉村 典久 (著), 田中 一弘 (著), 伊藤 博之 (著), 稲葉 祐之 (著)「企業統治 (【ベーシック+】」中央経済社(2017)978-4502225116

参考文献・資料 Additional Readings and Resource

『現代コーポレートガバナンス 戦略・制度・市場』江川雅子(著) (日経BP、2018)
『ESG経営を強くする コーポレートガバナンスの実践』松田千恵子(著) (日経BP、2018)
『企業不祥事の研究 経営者の視点から不祥事を見る』井上泉(著)(文眞堂、2015)
『「良心」から企業統治を考える―日本的経営の倫理』田中一弘 (著)(東洋経済新報社、2014)

授業調査に対するコメント Comment on Course Evaluation


担当教員のプロフィール About the Instructor 


It's been over 40 years since I jumped into the business world. Shortly after joining the company, I was in charge of a commercial satellite launch project. Japan's first commercial satellite was launched on board Ariane 4 from the Guyana Space Center in 1989. The satellite went into orbit and began operation, and the success of the project created a new era of satellite broadcasting business in Japan. QVC Japan was established as result of a harsh negotiation with US QVC headquarters. Now, QVC Japan is a popular shopping channel in Japan. In Brazil, in addition to operating a coffee plantation, I was involved in an iron ore export project. This project was resulted in Mitsui’s participation in the management of Vale, the leading iron ore exporter in the world. I had been lucky to experienced glorious projects, but I have also experienced to handle and manage, various business "shadows" such as withdrawal from M & A, labor proceedings, antitrust violations, embezzlement, bribery charges, and product data falsification, etc.
Now, today's business environment is undergoing major changes. Regarding the external environment, we can mention various factors such as technological innovation, market changes, regulatory & institutional changes, demand changes, competition, domestic & international political changes, climate change, and even within the organization. There are various risk factors such as the decline of culture and ethics and the collapse of governance. Therefore, companies are constantly required to evolve and innovate. Failure to overcome new challenges and challenges will force them to leave the market, losing business opportunities and destroying the pillars of life for employees and their families. If you want to be creative, ingenious and innovative, you need to make use of the institution, experience, knowledge of corporate governance, risk management and compliance.
My subjects in charge are corporate governance, business ethics, and enterprise risk management. These are all essential knowledge and skills to continue business that can contribute to society by evolving in a world of uncertainty. However, these issues cannot be addressed by reading books and memorizing some knowledge. Through discussing and thinking about CASE with students and teachers, you will be able to get clues. I would like to encourage active discussion in the class, so that we can find out the better conditions for a company to maintain its competitiveness and development capabilities.

(実務経験 Work experience)

Mitsui & Co. (USA) Inc. (New York Head Office)
Mitsui & Co. (Europe) Plc (London Head Office)
Mitsui &Co. (Brasil) SA
Mitsui & Co. (Argentina) SA
三井物産株式会社在勤中にアルゼンチン・国立ラプラタ大学で商法・経済法をJorge Seara教授の下で学ぶ(企業派遣)。またIMDのExecutives Courseで経営学を学んだ(企業派遣)。さらに同社在勤中に、筑波大学大学院で学び、同大学大学院政策科学研究科修士。同大学大学院ビジネス科学研究科博士(法学)。
国際取引法学会理事副会長。一般社団法人グローバルビジネスロー研究所理事副会長。国際取引法フォーラム(学会)監事 British Institute of International Comparative Law会員

After graduating from Hitotsubashi University, he worked for Mitsui & Co., Ltd. (in charge of legal, corporate administration, and internal audit related works) and other institutions as follows:
Mitsui & Co., Ltd. (Head Office)
Mitsui & Co. (USA) Inc. (New York Head Office)
Mitsui & Co. (Europe) Plc (London Head Office)
Mitsui &Co. (Brasil) SA
Mitsui & Co. (Argentina) SA
Sanofi K.K. (formerly Genzyme Japan Corporation)
He studied at La Plata National University (Faculdad de Derecho, Argentina) and also attended Executive Course at IMD (Lausanne). Further, while he has been working at the company, he studied at the University of Tsukuba Graduate School. He has master degree at University of Tsukuba, Graduate School of Policy Science, and also Ph.D. in Business Sciences at University of Tsukuba. After retiring from Mitsui & Co., Ltd., he became a professor at Meiji Gakuin University, a professor at the Graduate School of Law at Hitotsubashi University, and is now Emeritus Professor of Hitotsubashi University, and Professor at Business School, Nagoya University of Commerce and Business.
[Other Positions]
He is the Vice President of the Japanese Association of International Business Law. He is also the Vice Chairman of the Global Business Law Institute, and Auditor of the Forum on International Business Law.
He is a member of British Institute of International Comparative Law.
He is the chairman of the Bidding Process Oversight Committee of the Reconstruction Agency of Japan. Independent Committee member for Administrative Review of Reconstruction Agency of Japan. Chairman of the Japanese Law Translation Council of the Ministry of Justice. Independent Director of Casio Computer Co., Ltd.
[Area of Expertise]
Business & Management Law. Corporate governance. Business ethics. Enterprise Risk Management. Legal & Business English.

Refereed Articles

  • (2021) Corporate Social Responsibility and Human Rights Infringement Risks. International Business Law (KOKUSAI-SHOJIHO-KENKYUSHO) 49(10): 0287-7511
  • (2021) History of Competition Law in Latin America and Caribbean Countries. International Business Law (KOKUSAISHOUJIHOUMU) 49(6): 0287-7511
  • (2020) The amendment bill of Brazil to introduce compensation of punitive damages. International Business Law (KOKUSAISHOUJIHOUMU) 48(10): 0287-7511
  • (2019) Competition Law In Mexico and the Commitment Procedure. International Business Law (KOKUSAISHOUJIHOUMU) 47(6): 0287-7511
  • (2019) Corporate Governance, Compliance and Corporate Lawyers in Japan. Shingakurin Publishing 2 978-986-295-929-9