Interview with an Outside Director

Career: Joined the Dai-Ichi Kangyo Bank, Limited (now Mizuho Bank, Ltd.) in 1981. After working in areas including as an economist and in personnel management, he was appointed Managing Executive Officer and General Manager of the Planning and Administration Division of Mizuho Research Institute Ltd. He utilizes his extensive management experience and wide-ranging expertise to supervise and provide advice on MEDIPAL’s management from a broad perspective.

My Stance as an Outside Director and Ideal System of Governance

More than a year has passed since I was appointed as an outside director, and I believe that the governance of the Board of Directors is functioning adequately. The attention to detail by the chairperson and other internal directors enables outside directors to appropriately provide advice for management. Opinions of outside directors are listened to earnestly, not just at briefings before Board meetings, but also at the meetings themselves. In addition, if we have any questions, they provide supplementary explanations of the background and process of proposals, giving me a keen sense of the internal directors’ stance of striving to make proper management decisions. Their efforts bridge the information gap between inside and outside directors, enabling decision-making based on a variety of opinions.

My own career has included managing personnel, working as an economist at a financial institution, and managing a think tank. I had no previous involvement in MEDIPAL’s industry, so as a novice I collect information from various angles, asking questions in a straightforward manner and speaking from my own perspective. Moreover, MEDIPAL is now restructuring its business portfolio, and is at the stage of developing the personnel and other systems that will support this new structure. I believe there are sure to be points where I can contribute based on my experience.
In addition, both internal and outside directors are aware of the issue of establishing a succession plan, and discussions about it are underway. Talking about this topic in general terms is meaningless, therefore, I think we must establish what is best for MEDIPAL in terms of how and to what extent outside directors will be involved in this process, either at Board meetings or within the framework of a voluntarily established nominating committee or other body.

Deliberations on the 2027 MEDIPAL Medium-Term Vision

Since the new medium-term vision would set forth the major themes underpinning management, internal and outside directors got together to hold a variety of discussions about it. In this process, a general understanding emerged that discussion was still insufficient to meet the originally planned timing for the announcement of the vision. Ultimately, under the leadership of the chairman, a decision was made to postpone the announcement. I see no problems with that process; rather, I consider it an outcome that fully demonstrates the oversight function of the Board of Directors.

A major role of outside directors is to supervise management from the perspective of improving corporate value over the medium to long term. By no means does this put us at odds with the executive team. Instead, the process entails maintaining a sound relationship with executives and appropriately receiving information, while including outside directors in thorough discussions to ultimately make proper management decisions. At MEDIPAL, the other outside directors basically share this way of thinking, and I believe it is also shared by the president and other internal directors.

Strengthening Corporate Governance

The Board of Directors has ensured the effectiveness of its operations, and currently push ahead with various efforts to further improve its efficiency. In practical terms, we need to review to review and revise the standards for resolution and items for reporting, but the most important mission of the Board of Directors is to determine how to allocate resources to each business. Another key task under the 2027 MEDIPAL Medium-Term Vision will be to implement business strategies as a group, while also establishing systems that span the Group in areas such as human resource strategies, financial strategies, and risk management.

Regarding risk management, in addition to rigorously addressing issues such as managing compliance as a Group, it has also become necessary to be fully aware of risk management when deliberating new investment projects. In making final decisions on investments, the diversity of the members of the Board of Directors — in a true sense and not a mere formality — is critical for considering and pointing out risks from various angles. Furthermore, I consider it is important for the Board of Directors to share a common understanding of risks in working to improve corporate value over the medium-to-long-term.