THE JAPAN SOCIETY
2012
ANNUAL GENERAL MEETING
TRUSTEE ELECTIONS

Notice of the 2012 Annual General Meetingat the Embassy of Japan, London on Tuesday 12 June

THE JAPAN SOCIETY (THE “COMPANY”)

NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held on 12 June2012 at 6.00pm at the Embassy of Japan, 101-104 Piccadilly, London W1J 7JT. The business of the meetingshall be to record thanks to Sponsors and Benefactors and to consider, and if thought fit, pass the following
resolutions:
1. To receive and adopt the audited annual accounts of the Company for the financial year ended 31
December 2011 and the Trustees’ Report.
2. To reappoint Richard Place Dobson as auditors and to authorise the Board to approve theirremuneration as thought fit.
3. To elect Sir David Warren KCMG as Chairman of the Japan Society with effect from 1 January 2013.
4. To re-appoint Martin Day as an ordinary member of the board of the Japan Society.
5. To elect Graham Holman as an ordinary member of the board of the Japan Society.
6. To re-appoint Stephen McEnally as an ordinary member of the board of the Japan Society.
7. To elect Michiaki Nakamura as an ordinary member of the board of the Japan Society.
8. To re-appoint George Olcott as an ordinary member of the board of the Japan Society.
9. To re-appoint Michael Spencer as an ordinary member of the board of the Japan Society.
10. To elect Tetsuro Terada as an ordinary member of the board of the Japan Society.

BY ORDER OF THE BOARD___________________________H C POTTER
Chief Executive
Dated: 21 May 2012
Registered office: Swire House, 59 Buckingham Gate, London SW1E 6AJ
NOTES
1
2
3	

4

5

A summary of the annual accounts is enclosed with this notice. The full accounts may be seen on the Company’s
website (www.japansociety.org.uk) or may be requested in hard copy from the registered office.
The Appendix to this notice explains the election or re-election of Ordinary Trustees pursuant to resolution 3 andsets out a list of candidates for election, together with their biographical details.
A member of the Company is entitled to appoint a proxy to exercise all or any of his or her rights to attend,
speak and vote at the meeting. A form of proxy is enclosed with this notice. The proxy must be a member of theCompany or, in the case of a corporate member, its authorised representative.
To be effective, the instrument appointing a proxy and any authority under which it is executed (or a certified
copy of such authority) must be deposited at the registered office of the Company not less than 48 hours before
the time for holding the meeting. Completion and return of the form of proxy will not preclude members from
attending and voting in person at the meeting. If you have appointed a proxy and attend the meeting in person,
your proxy appointment will automatically be terminated.
To comply with security policy at the Embassy of Japan, members are asked to notify the Company in advance of
their intention to attend the meeting. Please bring a copy of this Notice, together with some form of photographic
ID with you to the meeting.

Appendix
Election of Trustees
The Board of the Company consists of a Chairman, two Vice-Chairmen, up to four appointed Officers (Solicitor,
Treasurer, Librarian and Editor), two ex-officio Trustees (one additional Vice-Chairman, the deputy head of
mission at the Japanese Embassy, and one Ordinary Trustee, a member of the Japanese Embassy) and up
to 14 Ordinary Trustees. The total number of Trustees should be not more than twenty. The number ofOrdinary Trustees should be no fewer than four.
One-third of the Ordinary Trustees is required to retire by rotation each year. Those who have retired byrotation may stand for re-election but no one may serve for longer than six consecutive years as a memberof the Board.
The Board has appointed a nominations committee comprising Christopher Purvis (Chairman), David Cairns(Vice-Chairman), Hiroshi Hattori, Hitoshi Noda (ex-officio Trustee) and Heidi Potter (Chief Executive). This
committee reviews the skills that are required on the Board from time to time and the succession policy; andit makes recommendations to the Board on possible future appointments.
Christopher Purvis will stand down as Chairman after serving for six years. Following a selection process by
the nominations committee, your Board is most happy to recommend Sir David Warren, currently British
Ambassador in Japan, for this role. David’s credentials are impeccable; as well as tours of duty in Japan, he
has previously served on the Board and knows the Society well.
Sir David is not expected to finish his embassy in Japan until the end of the year. It is therefore proposed that
he be elected with effect from 1 January 2013. In the interim, your Board has asked one of the Vice-Chairmen,
David Cairns, to serve as acting Chairman, and he has kindly agreed.
This year it is expected that, as a result of the requirement to retire by rotation, the requirement that noone may serve as a Trustee for longer than six consecutive years and some resignations, there will be sevenvacancies for Ordinary Trustees which may be filled at the annual general meeting (the “AGM”). Martin Day,
Stephen McEnally, George Olcott and Michael Spencer are all Ordinary Trustees who will retire by rotation, andhave indicated that they are willing to stand for re-appointment. All are enthusiastic and valuable membersof the Board, which warmly recommends their re-appointment.
There are three people standing for election to the Board as Ordinary Trustees for the first time. Graham
Holman, Michiaki Nakamura, and Tetsuro Terada; all have much interest in supporting the continuing
development of strong Japan-UK links and their wealth of experience and expertise will be of great benefit
to the Company as it looks to the future. The Board proposes each candidate’s election. Biographical detailsof all seven Ordinary Trustee candidates are set out in this Appendix.
Overall, there is one candidate for election as Chairman and seven candidates for election to fill a possible
seven Ordinary Trustee vacancies on the Board. Members are therefore asked at the AGM to cast their votes“For” or “Against” each candidate. Members may also select the “vote withheld” option if they do not wish tovote for or against any particular candidate, although a vote withheld in this way is not a “vote” by law andwill not be counted in the calculation of the proportion of votes “For” and “Against” a candidate.
We are always looking for new people to be involved with the Company in different capacities, including ascommittee members and as Trustees. We encourage members to let us know at any time during the year ifthey would like to be more involved. Suggestions of names of people to be considered for committees orfor the Board should be made to any member of the nominations committee or indeed any member of theBoard.
Members may vote, as normal, in person at the AGM on 12 June 2012 or by proxy. A proxy form is enclosed
in this booklet for this purpose.

Biographical Details of the Candidates for Chairman and Ordinary Trustees 2012
SIR DAVID WARREN KCMG - CHAIRMANGRAHAM HOLMAN

Sir David Warren is currently Ambassador to Japan, having
taken up this appointment in July 2008.
He was born in 1952, and graduated from Oxford University.
He joined the Foreign and Commonwealth Office in 1975,
and has spent much of his career dealing with Japaneseand East Asian affairs, in both Tokyo and London. He hasstudied Japanese at the School of Oriental and African
Studies and at the British Embassy language school in
Kamakura. He has served twice in Japan, 1977 - 1981 and1993 -1998, as well as in Nairobi, Kenya. From 2000 to
2004 he was a Director of UK Trade and Investment. David
Warren was Director, Human Resources at the Foreign andCommonwealth Office in London and a member of the
FCO Board of Management, from 2004 to 2007.
David Warren has been a member of the Japan Society
since the mid 1980s and has twice served on its board,most recently from 2006 - 2008.
He is married to Pamela, who is a teacher. His interests
include all aspects of the arts, particularly the theatre andits history.

Graham Holman is General Manager of the Legal

MARTIN DAY
Martin Day is an independent legal and regulatory
consultant working in both the UK and internationally.
Martin Day spent much of his career with Linklaters &Paines (now Linklaters), where he was a partner andundertook various roles including joint head of theinvestment funds practice (worldwide) and chairman of
the legal research and training committees. He has also
spent time as a director of PricewaterhouseCoopers andat Herbert Smith LLP.
Martin is also active in the charitable and voluntary sector.
He has been a member of the governing body of the
School of Oriental & African Studies, University of London
and is currently a member of the Court of Common
Council, Corporation of London and a Governor of Christ’s
Hospital. He is a member of the committee of the BritishJapanese Law Association and is active in organizing
events, including joint talks and seminars with the Japan
Society.
His interests include music, opera and country pursuitsand he has organized joint musical events between the
BJLA and Japan Society. He is married to Reiko Ishibashi
and has homes in both Japan and the UK, though spends
most of the year in this country.

Department and Company Secretary of Sumitomo
Corporation Europe Ltd., and is responsible for thecommercial and corporate legal affairs of Sumitomo
Corporation Europe Group. He qualified as a Solicitor in1991 and went to Japan the same year, joining the Osaka
law firm Yamagami & Yamagami (now Yodoyabashi &Yamagami LPC) and remaining with the firm for sevenyears. From 1993, he was also seconded to the Osaka
Head Office of Nissho Iwai Corporation (now Sojitz
Corporation) as Legal Counsel. He returned to the UK in1998 to join Sumitomo Corporation Europe.
After returning to the UK, he joined the Committee of the
newly established British-Japanese Lawyers Association,
serving in various positions including Treasurer, for overten years. In February 2009 the Association received a
Certificate of Commendation from the Ambassador ofJapan in recognition of its contribution to deepening theunderstanding and friendship between Japan and the UK.
He maintains an interest in the Japanese language andwas a prize winner at the 2010 ‘Sir Peter Parker Awards
for Spoken Business Japanese’ hosted by SOAS. Grahamis also a regular participant at the meetings of the British
Japanese Parliamentary Group.
He is also responsible for Sumitomo Corporation Europe’s
Corporate Social Responsibility activities and has establishedrelationships with the youth homeless charity, Centrepoint
and Shakespeare’s Globe, contributing to their educational
work, among other not-for-profit organisations.
Sumitomo Corporation Europe is a member of the
Chairman’s Circle of the Japan Society.

STEPHEN MCENALLY
Stephen McEnally has been Chief Executive of the GreatBritain Sasakawa Foundation since 2006 and has worked
in cultural relations for over 30 years.
After a brief period teaching in Japan, he joined the British
Council in 1974. From 1979 to 1983 he was Director of
the Council’s office in Kyoto where he oversaw its workin western Japan, and managed the first-ever cohort ofUK graduates to teach in Japan under the then Wolfer’s
Programme (now JET).
In the 1980s, he was the British Council’s Regional (Desk)
Officer for East Asia with responsibility for the Council’s workin western Japan. During that time he worked closely with the
FCO, the Embassy of Japan and with other governmental andJapan-related organizations on all matters concerning AngloJapanese cultural relations. He also provided the secretariat
to the bi-annual Cultural Talks (Mixed Commission Meetings)
between the Japan and the UK.
In 2007 he established a special 5-year Programme underwhich 13 new lectureship posts in Japanese studies werecreated and funded at 12 UK universities.
As a Japan Society Board member since 2009 he hasserved on a number of its committees including thespecial committee set up to oversee the dispersal of funds
donated to the Society’s Tohoku Earthquake Relief Fund.

MICHIAKI NAKAMURAMICHAEL SPENCER

Michiaki Nakamura is Managing Director of Mitsubishi
Heavy Industries Europe, Ltd. He joined Mitsubishi Heavy
Industries, Ltd. in 1977 after graduating from Tohoku
University where he studied Economics.
He has worked at MHI as a financial specialist during his
35 year career. During this time, he was transferred to
Mitsubishi Caterpillar forklift America Inc., Houston in the
USA twice and experienced international relationshipbuilding and business development.
After working in the USA for 11 years, he served as a generalmanager of The Global Strategic Planning and Operations
headquarters where he applied his experiences and ideas
to MHI global business strategies. In October 2010, Mr
Nakamura was appointed to his present role and has beenin charge of expansion and development of MHI business
in Europe, Middle East and Africa.
In the past two years he has actively supported BritishJapanese and Europe-Japanese events, participating inseminars and activities organised by non-governmentalorganisations including the Japan Society.
Currently, he is also a trustee of Rikkyo School in England.
Outside of work, his hobbies include model trains andbird watching.

Michael Spencer has a long relationship with Japan stretchingback over 25 years starting with his first experience as amember of the London Symphony Orchestra. He has visited
Japan every year since then, often more than once, andeven during the period when he relinquished his touringcommitments to become Head of Education at the Royal
Opera House.
He held the position as education consultant to the
Association of Japanese Symphony Orchestras for 14
years working with their membership throughout Japanin addition to concert halls, universities and colleges. As
part of this programme he was fortunate to receive thepatronage of Her Imperial Highness, the Empress Michiko,for the first public large-scale music education workshop
in Japan which was held at the Kioi Hall (Tokyo). He also
received a Japan Festival Award for the project ‘The Kabuki
Story’; a nationwide education programme for inner city
school students.
His work has been featured frequently in the Japanese
media and in June 2012 with the pianist Nakamichi Ikuyo,
in collaboration with the British Society for Immunology,
he was featured in a documentary filmed by NHK focussing
on community arts education projects in the UK.
Michael is currently Managing Director of Sound
Strategies Ltd., and Visiting Fellow at Ueno Gakuen’sMusic and Culture Research Centre (Tokyo). He also works
as a consultant internationally with business, arts andeducation organisations.
He was a steering committee member for Japan Masturi inboth 2009 and 2010.

GEORGE OLCOTT PHD
George Olcott is Senior Fellow at the Judge Business
School, University of Cambridge and Project Professor at
the Research Centre for Advanced Science and Technology
at the University of Tokyo.
After graduating from Oxford University with a degreein Politics, Philosophy and Economics, George spent five
years in Hong Kong and Japan working for Cathay PacificAirways. Following two years at Shell International in
London, he joined SG Warburg. With Warburg he spentten years in Tokyo, where he latterly headed the Equity
Capital Markets Group and three years as CEO of UBS’s
institutional asset management operation in Japan.
George left UBS to embark on his current research at
Cambridge in 2001. His research interests are Japanand Japanese organizations, post merger integration,
corporate governance and organizational change. His
first book, based on his PhD research on the impact offoreign ownership and control on Japanese organizations,
was published by Cambridge University Press in 2009. A
Japanese version was published by Nikkei Business Press
in 2010.
He was a Visiting Scholar at the Policy Research Instituteof the Ministry of Finance, Japan in 2004, and is currently
Vice Chairman of the Japan Society and a member of thedevelopment committee.He is a passionate believer in theimportance of providing opportunities for young people
to engage in intercultural exchange.
George Olcott is a member of the board of Nippon Sheet
Glass, one of the world’s leading flat glass manufacturers,
which acquired Pilkington plc in 2006. He joined theboard of NKSJ Holdings, one of Japan’s largest casualty
insurance companies, in 2010. He is a member of theBoard of Trustees of Showa Women’s University and anadvisor of Central Japan Railway.



TETSURO TERADA
Since 2009, Tetsuro Terada has been Mitsubishi
Corporation’s Executive Vice President for Europe, CIS,
Middle East and Africa as well as Managing Director of its
London operation.
After graduating with a degree in economics from Tokyo
University in 1975, Tetsuro joined Mitsubishi Corporation,a global integrated business enterprise that develops
and operates businesses across virtually every industry
including industrial finance, energy, metals, machinery,
chemicals, foods, and environmental business.
He has held various positions within the metals businessdivision, developing ferrous metals business around theworld. He specialized in the corporation’s coking coalbusiness, which has taken him to Sydney, Australia on two
assignments.
In addition to various directorships of Mitsubishi
Corporation’s offices and subsidiaries across the EMEA
region, he also currently holds the position of Vice
President of the Japanese Chamber of Commerce andIndustry in the UK.
His interests include playing the piano, golf, and traveling.
Mitsubishi Corporation is a member of the Japan Society’s
President’s Circle and has supported its work for many
years.

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THE JAPAN SOCIETY

PROXY FORM for the ANNUAL GENERAL MEETING 2012
I/We, being a member of The Japan Society, hereby appoint the Chairman of the meeting (see note 3) /........................................................................................................ as my/our proxy to vote for me/us at the Annual General
Meeting of The Japan Society to be held on Wednesday, 12 June 2012 and at every adjournment thereof.
Name (please print).......................................................................................................................

Category of membership

Individual

FamilyCorporate

Name of corporate
member (if applicable).......................................................................................................................

Signature.......................................................................................................................

Dated....................................................................................................................... 2012
Instructions to Proxy

Please indicate with an “X” in the boxes below and overleaf how you wish the proxy to vote. The Proxy will
vote or withhold their vote, at his or her discretion, on (a) any resolution listed below if no instruction is
given regarding that resolution and (b) on any other business transacted at the meeting.
For

1

Receiving the Accounts and the Trustees’ Report2

Re-appointment of the Auditors

3

Election of Sir David Warren as Chairman

4

Re-appointment of Martin Day as Ordinary Trustee

5Election of Graham Holman as Ordinary Trustee

6

Re-appointment of Stephen McEnally as Ordinary Trustee

7

Election of Michiaki Nakamura as Ordinary Trustee

8

Re-appointment of George Olcott as Ordinary Trustee

9

Re-appointment of Michael Spencer as Ordinary Trustee

10Election of Tetsuro Terada as Ordinary Trustee

AgainstVote
withheld1 A member of The Japan Society is entitled to appoint a proxy to exercise all or any of his or her rights toattend, speak and vote at a general meeting of The Japan Society.
2 Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you
have appointed a proxy and attend the meeting in person, your proxy appointment will automaticallybe terminated.
3	 If you wish, you may delete the words “the Chairman of the meeting” and insert the name of a proxy of
your choice. The proxy must be a member of the Japan Society or, in the case of a member which is a
corporation, its authorised representative. Please initial any alteration. A proxy must attend the meeting
to represent you.
4 The completed and signed proxy form (and, if relevant, the power of attorney or other authority underwhich it is signed, or a certified copy of that power or authority) must be received at Swire House, 59
Buckingham Gate, London SW1E 6AJ not less than 48 hours before the meeting or the adjourned meetingor, in the case of a poll, not less than 24 hours before the time appointed for taking the poll.
5 To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. If no voting
indication is given, your proxy will vote or withhold their vote at his or her discretion. Your proxy will
vote (or withhold a vote) as he or she thinks fit in relation to any other matter which is put before themeeting.
6 The vote withheld option is provided to enable you to instruct the proxy not to vote on any particularresolution. However, it should be noted that a vote withheld in this way is not a “vote” by law and will not
be counted in the calculation of the proportion of votes “For” and “Against” a resolution.
7. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified
copy of such power of authority) must be included with the proxy form.
8. If you submit more than one valid proxy appointment, the appointment received last before the latest
time for the receipt of proxies will take precedence.

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Notes