Chief compliance officer, general manager of legal division | AGC Inc.

Masayuki Matsuyama
Chief compliance officer, general manager of legal division | AGC Inc.
Team size: over 60 globally
What are the key projects that you have been involved in over the past twelve months?
One of the key projects our legal team has been involved in over the past twelve months was the transition from a company with a board of company auditors to a company with audit and supervisory committee.
This institutional redesign required amending the articles of incorporation and revising various internal regulations to align the functions and roles of the corporate organisation with the new institutional form.
Through this transition to a company with audit and supervisory committee, we also changed the board composition so that a majority of directors are now independent outside directors, thereby strengthening board oversight and independence.
We also redefined the board’s role as: setting the company’s overall strategic direction from a long-term perspective; supporting appropriate risk-taking by top executives; and overseeing the realisation of value creation and evaluating and appointing top executives.
Please describe a situation where your advice had a significant impact on business outcomes or objectives.
As the board secretary and a member of the executive committee, I have advised on legal and compliance matters to minimise risks and maximise business opportunities. For example, in capital expenditure matters, I have provided practical legal advice to minimise investment recovery risk and help secure commercially reasonable contract terms. For litigation, I developed and executed group-wide strategies to optimise litigation risk and advised on timely disclosure and regulatory compliance. These efforts have contributed to preserving shareholder value and ensuring business continuity.
Have you had any experiences during your career as a lawyer that stand out as particularly unique or interesting?
One of the most unique and interesting experiences in my career was participating in a patent litigation in Thailand. The witness examination process was incredibly thorough and time-consuming. For example, one Japanese expert witness gave his testimony for two consecutive full days, from morning to evening, with the assistance of two interpreters. During the examination, questions even delved into his university major and the topic of his graduation thesis. This experience left a strong impression on me regarding how court procedures can differ from country to country.
AI remains at the forefront of conversations about the future. How can in-house counsel ensure the successful integration of legal tech, while maintaining the human element?
The adoption of legal tech, including generative AI, is becoming indispensable for improving the efficiency and sophistication of legal work. At the same time, AI-specific risks (such as privacy violations, data breaches and hallucinations) exist, so the skills and capabilities of legal team members are increasingly important to use these technologies effectively.
I do not believe AI will fully replace humans; rather, optimising the division of roles between AI and people will be the primary challenge for legal departments going forward.
In-house counsel increasingly play the role of ‘translator’. How do you communicate complex legal advice to the board, key stakeholders and internally?
I fully agree with the view that in-house counsel act as “translators.” To communicate complex legal advice clearly, you must first consider the audience (e.g., top executives, outside directors, institutional investors, individual shareholders) and then explain conclusions and reasons in plain language that cannot be misinterpreted.
External advisers often use technical terms and comprehensive risk caveats because of professional ethics and a need to preserve accuracy. While understandable, that approach can make advice hard to follow. An in-house counsel has the role of interpreting such external advice for non‑lawyers inside the company, ensuring it is properly understood and translated into appropriate judgments and concrete actions, and presenting those practical recommendations to top executives.
Head of legal | AGC