Corporate Governance Consulting

Aiming to drive clients’ sustainable growth and improve their medium-to long-term corporate value, we support to enhance effectiveness of board function by reviewing the current appointment and compensation system.

Services

  • Directors Compensation Programs

  • Succession Plan and Leadership Program for Executive Candidates

  • Board of Directors Reform

Yamada Consulting Group’s Advantages

  • Unified Single Source Solutions
  • Evaluation Models with Multiple Options
  • Unified Single Source Solutions

    We serve as a single-source to provide seamless solutions that include board of directors reform, nomination of directors and compensation plan

    Such significant issues as board of directors reform, nomination and compensation of directors should be discussed concurrently.
    As a single source to provide seamless solutions, we ensure more workable system to work on the matters as outlined below.
    Our experts take strategic approaches overseeing trends in taxation, accounting and regulations, above all, development in shareholders’ intention.

    Range of Services Description
    Directors Compensation Program
    • Develop compensation programs (structure and amount)
    • Develop performance evaluation programs (performance index, weighted index and evaluation process)
    • Adopt share-based compensation plans (including restricted share, stock option and performance-based share unit)
    • Calculate fair value of share-based compensation (including stock options and trust stock options)
    Succession Plan and Leadership Program for Executive Candidates
    • Develop criteria for appointment and dismissal of directors
    • Build human resource management program for executive candidates
    • Provide business literacy program and coaching for executive candidates
    Board of Directors Reform
    • Evaluate Board of Directors effectiveness
    • Establish a committee associated with nomination and compensation of directors and its system (including on authorities, members, schedule)
    • Develop rules for a committee
  • Evaluation Models with Multiple Options

    Fair value calculation of stock options and other share-based compensation plans
    in conformity with accounting standards

    In the case that a listed company applying Japanese GAAP (Generally Accepted Accounting Principles) issues stock options, an estimated amount of their fair value at the time of the issue shall be recorded as expense. As for a company applying IFRS (International Financial Reporting Standards), an estimated amount of fair value of restricted shares and trust stock options shall be recorded as expense.
    We are capable of calculating fair value of various kinds of shares that are issued as share-based compensation, including stock options, by adopting multiple option pricing methods such as Black-Scholes model, binomina model and Monte Carlo method.