Layers Consulting Launches Full-Scale Support Service to Enhance Corporate Secretary Functions

Layers Consulting Co., Ltd. (Headquarters: Shinagawa-ku, Tokyo; Representative Director and CEO: Takashi Sugino) announced the full-scale launch of its 'Corporate Secretary Function Enhancement Support Service,' aimed at improving the effectiveness of board of directors operations and supervisory functions. This service addresses the trends in revisions to the Corporate Governance Code (CGC) and provides a one-stop information infrastructure and operational expertise to ensure that outside directors and corporate auditors can function effectively.

The corporate secretary role supports the operation of important meeting bodies, such as the board of directors, to enhance the quality of governance and management decision-making. While traditionally handled by board secretariats or general affairs and legal departments in Japan, its necessity has been increasingly recognized since the application of the CGC in 2015. Furthermore, the 2026 proposed CGC revisions explicitly mention strengthening the functions of the 'board secretariat (corporate secretary, etc.),' raising expectations for it as a core operational function.

Driven by requests for stronger governance accompanying recent CGC revisions, demands from foreign institutional investors, and rising market expectations for board effectiveness, establishing and advancing the corporate secretary function has become a key corporate issue. However, in many Japanese companies, this function remains decentralized or handled concurrently with other duties, leaving outside directors with insufficient access to necessary information. Layers Consulting addresses these issues through a combination of DX tools and a specialized team comprising certified public accountants, tax accountants, labor and social security attorneys, and former board secretariat members.

The service features four main pillars. First, practical experts provide end-to-end support, from designing the annual agenda to briefing outside executives. Second, by centralizing information using board portals, minutes DMS (Document Management Systems), and effectiveness evaluation tools, a system is built to provide outside directors with timely information. Third, it offers agenda design and monitoring focused on generating strategic discussions. Fourth, it provides operational design that respects the independence of the board alongside phased support for in-house transition.

The benefits of implementation include a significant reduction in secretariat workload (up to roughly one-third), improved effectiveness of supervisory functions through better understanding by outside directors, enhanced traceability of resolutions and disclosures, and stronger alignment with CGC revisions. The implementation process progresses through current state diagnosis (2-4 weeks), design phase (4-6 weeks), implementation phase (2-4 months), and stabilization phase (6 months and beyond).

Rintaro Sugino, Director and Head of the Business Management Division at Layers Consulting, commented, 'The quality of the board of directors is directly linked to a company's reliability. With a team that combines expertise with practical sense and cutting-edge tools, we will build mechanisms with our client companies to enhance board functions.'

Additionally, the company will host a related online seminar titled 'Key Points and Objectives of the Corporate Governance Code Revision' on July 22, 2026. The seminar will feature Professor Shoichi Tsubotani of Hitotsubashi University Graduate School, a member of the CGC revision committee.