Hiroshi OkumishimaChief Strategy Officer

Hiroshi Okumishima · Chief Strategy Officer · Japan

An outside director for a shrinking home market

My contribution to a board

I would bring to a board the experience of deciding what a company should do when its customers are becoming fewer and older and its workforce harder to find. Many boards in regional Japan now face that question, whether they run supermarkets, buses, factories or local services. I have made choices that answer it in practical terms: which stores to close and what to put in their place, which part of our identity to share with neighbouring chains, and where to spend labour hours that we cannot fully staff. I can help a board look at its own network or portfolio through the dates on which major assets must be renewed, rather than waiting for losses to force each decision. I would also bring an understanding of how such decisions are received by employees, suppliers and local communities. I do not bring deep financial or legal expertise, and I would rely on fellow directors for those. My first appointment should use what I know and give me room to learn what I do not.

Committee contribution

Chair and member readiness
CapacityCommittees
Ready to joinBusiness-portfolio and investment review · Sustainability and community-impact committee

Capacity and preferences

Time available
18 days per year
Current directorships
1
Sectors
Regional food manufacturing · Regional transport and local services · Consumer businesses in rural Japan
Company type
Listed or privately held Japanese company whose home market is shrinking and ageing
Company stage
Reshaping a network, a portfolio or a service footprint in response to population decline

The seat I am pursuing

I am looking for one outside-director seat at a Japanese company facing the decline and ageing of its home market. A regional food manufacturer, a bus or rail operator, or a consumer business dependent on towns outside the large cities would each suit what I can offer. I would prefer a board that is already discussing network or portfolio changes and wants a director who has made such changes from the inside. I would expect to serve as a committee member in my first term, on investment review or sustainability, and not to chair a committee. I am not seeking a seat at a large national retailer, where my knowledge would duplicate the executives' own and conflicts would be difficult to manage. The right board would be one where my experience of closures, alliances and labour decisions is unusual among its directors and where I can learn from colleagues with different expertise.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

The Indian Independent Directors' Databank does not apply to the Japanese companies whose boards interest me, and I have not registered with it. In Japan, the company and its board assess whether an outside director meets the independence criteria of its stock exchange.

  • I have completed a programme for prospective outside directors run by a Tokyo directors' association, covering fiduciary duties, Japan's Corporate Governance Code and the work of board committees.
  • As a nominee director of a joint company, I am learning where my duty to that company differs from my employer's interests, and I record my abstentions where the two conflict.

Board and committee exposure

Presented to the Board or a committee

Sawanagi Stores

Board of directors

April 2016–present

Presented the medium-term plan as general manager of corporate planning and, since 2021, network, alliance and investment proposals as executive officer; not a director of the company.

Served as a director

Mitsurane Procurement

Board of directors of the joint purchasing company

April 2023–present

Company-nominated non-executive director representing Sawanagi's one-third shareholding; not an independent appointment.

Judgement in practice

01

Separating a service decision from a store decision

When two inland stores needed refrigeration they could not justify, the obvious choice was to close them and accept the loss of customers. I asked the board to treat the stores and the service they provided as two separate questions. The stores should close; the service could continue in a cheaper form. On another board I would ask the same question of a bus route, a branch or a factory: what does the community actually need from this asset, and is there a less expensive way to provide it? I would also insist, as I did with the vans, that the cheaper form keeps its own accounts. A service that loses money can be worth keeping, but only if the board knows exactly what it costs each year.

02

Writing the limits into an alliance before it begins

When we formed the joint purchasing company, members of the founding family worried that it was the first step towards a merger. We wrote into the shareholders' agreement that the company would not become a vehicle for a merger without a separate decision by each board, and we protected each chain's local shelf. On another board I would look for the same clarity in any alliance or joint venture: what is shared, what is kept, who decides when partners disagree, and how either party leaves. Our own agreement was incomplete on product disputes, and that gap cost us months in the first year. I would ask about that kind of gap early rather than discover it later.

My first year on a board

I would spend the first months learning the company from the places where its customers meet it: a few stores, depots, routes or plants, chosen with the chair's help, rather than from presentations alone. I would ask management for its own register of major asset renewals over ten years, and for its view of which of those decisions it expects to be difficult. With the board's agreement, I would meet the heads of operations and human resources to understand where labour shortages are already changing the work. I would read the past two years of board minutes on any closures, alliances or large investments, so that I understand how the board has reached such decisions. I would keep my questions to the meetings in which they belong and avoid treating my own company's methods as the answer. At the end of the year I would ask the chair for a frank view of where I had added to the board's work and where I had not.

Conflicts and their management

My largest potential conflicts arise from supply and competition. Sawanagi buys from many food manufacturers in northern Tohoku, and through Mitsurane Procurement we buy jointly with two other chains. A board seat at any company that supplies us, competes with us or with our alliance partners would need careful review, and some would be unsuitable however interesting the role. I would disclose my employment, my nominee directorship and our significant supplier relationships to the chair before accepting. If a matter came before either board that touched the other company, I would declare it and leave the discussion. I would not carry pricing, supplier terms or plans from one company to the other. My time is also limited by an executive role. Eighteen days a year must include preparation and site visits as well as meetings, and I would decline an appointment whose calendar my employer could not support.

My independence statement

I would bring a judgement formed in another company's decisions, but independence is for the board and its rules to assess, not for me to claim. My employment at Sawanagi, my nominee seat at Mitsurane Procurement and our supplier relationships would all have to be disclosed and examined before any appointment.