My contribution to a board
Many boards in healthcare and care services now ask about cyber risk, but receive answers about controls rather than about how long the business can run without its systems. I would help directors ask the second question. I can read a supplier contract for what it costs to leave, a recovery plan for whether it has been rehearsed, and a staffing plan for whether it assumes a system nobody has time to learn. I have spent my career on both sides of hospital technology: selling and installing it, then answering for it to clinicians and a board. That gives me some sympathy for management and some scepticism about suppliers' promises. I am not a clinician, an accountant or a lawyer, and I have not been a director of a listed company. I would expect to learn the business and its shareholder obligations before speaking often, and to bring clinical or care leaders into the room when the board discusses their work.
Capacity and preferences
- Time available
- 20 days per year
- Current directorships
- 0
- Sectors
- Healthcare services · Nursing care and home care · Services supporting hospitals
- Company type
- Listed Japanese company in healthcare or care services, with a board that already includes experienced outside directors
- Company stage
- Operating clinical or care services through system change, cyber risk or staff shortage
The seat I am pursuing
I am looking for an outside directorship at a listed company in healthcare services, nursing care or services supporting hospitals, where frontline staff depend on systems and the board wants a clearer view of the risks. A company preparing for a major system change, recovering from an incident or struggling to recruit would suit what I know. I would prefer to join an audit and supervisory committee or a risk committee under an experienced chair. I am not seeking a chair role, and I would not present myself as an expert on finance, clinical practice or capital markets. The board should gain a practical voice on technology in care settings, from someone who has run it under pressure and been wrong about parts of it.
Judgement in practice
01Asking how long the business can work without its systems
When our board considered a ¥238 million replica, the question that mattered was not whether the technology worked but whether it would survive the attack we feared. A live copy would have reproduced the encryption. As an outside director I would ask management what recovery time it has actually rehearsed, which services would pause, who decides, and how staff would work in the meantime. I would ask to see the last drill's findings and the dates for closing them. I would also respect the clinical or care leader's view of what can safely stop. A board that accepts a recovery figure without asking whether it was measured has accepted a hope. I would want the answer reported again a year later, so that a plan approved once does not quietly age into fiction.
02Separating a saving from the assumption behind it
The reception budget showed seven posts removed because online eligibility checks would do the work. The saving was real only if the checks succeeded, and our logs showed that many did not. On another board I would ask what evidence supports a saving that depends on a new public system, a supplier or patients' behaviour, and what happens to service if the assumption is wrong. I would not oppose efficiency; we did remove four posts a year later. I would ask management to set a condition and a review date, so that the board approves a saving with its evidence rather than a number that has already been spent. That discipline protects management as much as patients or customers, because a wrong assumption discovered early costs less than one defended after it fails.
My first year on a board
I would begin by spending time where the company's services are delivered: a care home, a clinic or a hospital department, on an ordinary weekday and, if allowed, at night. I would ask the chair which questions the board finds hardest to answer and which reports it trusts least. With the audit and supervisory committee I would review how the company tests its recovery from a cyber incident, how its main supplier contracts can be ended and how internal audit covers information systems. I would read two years of board papers before suggesting any change. My questions in the first meetings would be about evidence: what was measured, by whom and when. I would ask the chair for feedback after six months on whether my contribution suited the board's needs. I would also expect to be told where my hospital experience does not transfer, and to change my view accordingly. A listed company answers to shareholders and analysts as well as to regulators, and I would need to learn how its disclosures, its pay decisions and its dealings with investors shape what the board can reasonably ask of management.
Conflicts and their management
Three groups of relationships need checking before any appointment. The first is suppliers: I negotiate with our electronic record supplier, network and security firms and several smaller companies. I would not join the board of any of them, and I would decline a seat at a company that relies on them if the overlap were material. The second is pharmacies and care operators near our hospitals, which receive our patients' prescriptions or referrals. A dispensing chain with stores beside our hospitals would be inappropriate. The third is my employer: Tsuyuhakai's chairman must approve any outside role, and I would disclose the appointment to our board. I would leave the room on any matter touching these relationships and record that I had done so. If withdrawal became frequent, I would resign the seat rather than offer the company a partial contribution.
My independence statement
I am employed by Tsuyuhakai and hold the group's supplier relationships. A company that sells to us, buys from us or operates pharmacies near our hospitals would raise a question the board, not I, should answer against the exchange's criteria and its own standards. I would set out every relationship in writing before that assessment.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to join | Audit and supervisory committee · Risk and information-security oversight |
|---|
Board and committee exposure
Presented to the Board or a committee
Tsuyuhakai Medical Corporation
Board of directors
April 2020–present
Present twice a year on information risk and investment, and at extra meetings after significant incidents; recommended the backup programme, the record consolidation and the reception deferral. Executive officer, not a director.
Member of a committee
Tsuyuhakai Medical Corporation
Group medical safety committee (a management committee, not a board committee)
April 2015–present
Member; report system-related incidents, downtime drill findings and record-access reviews alongside clinical colleagues.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The Indian Independent Directors' Databank does not apply to the Japanese seats I am considering, and I am not registered with it. In Japan, independence is assessed against the stock exchange's criteria and each company's own standards.
- I have attended a directors' training programme on the role of outside directors under Japan's corporate governance code and the duties of audit and supervisory committee members.
- I am reading listed healthcare and care companies' governance reports and discussing board papers with two outside directors I know from our regional business association.