My contribution to a board
Boards of consumer businesses now hear about technology at almost every meeting: self-checkouts, apps, supplier data arrangements, cloud contracts and security incidents. Few of their directors have run such systems in stores. I can help a board ask the practical questions that sit beneath a management paper. Where will the saved hours go, and who in the stores confirmed it? How does the business trade when the network fails during a typhoon? Which use of customer data would surprise the customer? Is any supplier signing off its own work? I have presented these matters to our board for five years and reported on system controls to our audit and supervisory board members since 2018, but I have never been a director. My contribution would be strongest as a member of an audit and supervisory committee or in the board's risk discussion, working beside colleagues with finance and legal expertise. I would not claim judgement on accounting estimates or capital markets that my career has not given me, and I would say so when a question lies outside my competence.
My first year on a board
During the first quarter I would mainly listen. I would read three years of board minutes on technology and risk, visit several stores or service sites without a guide, and ask to meet the heads of finance, internal audit, information security and the largest operating division separately. By the second quarter I would expect to understand how management reports technology investment and incidents, and where those reports fall silent. I would raise questions privately with the chair and the executive concerned before raising them in the boardroom. In the second half of the year I would hope to contribute to one specific matter, perhaps an incident-response exercise or a review of a customer-data arrangement, rather than comment broadly on everything digital. At the year's end I would ask the chair for a candid assessment of whether my questions had been useful, and I would adjust if they had not.
Conflicts and their management
Before accepting any seat, I would test it against three kinds of relationship. The first is competition. Kusunomi Drug competes with drugstores, supermarkets and convenience stores across four Kyushu prefectures, so I would decline a board whose stores trade in the same towns. The second is shared commercial partners. Many manufacturers sell through us, and several payment and technology firms work for us; a company that is one of them, or depends heavily on one, would need careful review, and some would be unsuitable. The third is information. I hold supplier terms, payment fees and system details for my employer, and I would neither use them elsewhere nor bring another company's information back. Before accepting, I would list these relationships for the nominating company's chair, ask my president for written consent and agree in advance the matters from which I would withdraw. If those withdrawals became frequent, I would resign rather than remain a director who cannot take part.
My independence statement
Apart from my salary and shares held through our employee shareholding association, I receive nothing from Kusunomi Drug, its suppliers or its customers. Whether I would be independent at another company depends on that company's dealings with mine, judged under the exchange's standards and its own criteria. I would give its board the facts and leave that judgement to it.
Judgement in practice
01Pricing a visible delay against a hidden clerical cost
The 2019 code-payment decision taught me to ask where a faster launch moves its costs. The standalone tablets were cheaper and quicker, but they would have shifted a reconciliation problem into 196 stores, where it would never have appeared as a project cost. On another board I would ask management to show who absorbs the work that a fast option leaves behind, and to price it, even roughly. I would also hold a technology executive who asks for a delay to a fixed date and a visible test, as our president held me. A board should not reward caution automatically. Our sales director was right that we lost goodwill for four months. The question is whether the board saw both costs before choosing, and whether someone was accountable for the date that followed.
02Drawing a data boundary before the income plan depends on it
The supplier data service showed me how quickly a projection becomes an expectation. By the time the boundary on health purchases reached our board, three manufacturers had already planned around categories we then withdrew. As a director, I would ask early which customer data a proposed service will use, which it excludes and who decided. Legal advice that a design is lawful is necessary, but it does not settle whether customers would accept it. I would want the board to see the income attached to each sensitive category, so that excluding one is a conscious decision with a known price rather than a late discovery. I would also ask how the exclusion is enforced. A rule that exists only in a reporting layer can be undone by the next analyst; one built into the data pipeline is harder to erode.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to join | Audit and supervisory committee, as a member beside finance and legal specialists · Board-level risk or information-security discussion |
|---|
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 0
- Sectors
- Consumer goods and food manufacturing · Care and healthcare services · Regional retail outside drugstores and supermarkets
- Company type
- Listed Japanese company serving consumers or patients directly, with an audit and supervisory committee or statutory auditors
- Company stage
- Changing store, service or customer-data systems while its workforce tightens
The seat I am pursuing
I am looking for one outside director seat at a listed Japanese company that serves consumers or patients directly: a food or consumer-goods maker, a care or healthcare-service operator, or a regional retailer that does not compete with us. The right board would be changing how it sells, serves or uses customer data while its workforce shrinks, and would want a director who has run those changes rather than read about them. I would prefer membership of an audit and supervisory committee, or a board where technology and information-security risk receive regular time on the agenda. I am not looking to chair a committee in my first appointment. I would like to be judged on whether my questions help the board see costs and risks earlier, and I expect to learn a great deal from directors with finance, legal and operating backgrounds.
Board and committee exposure
Presented to the Board or a committee
Kusunomi Drug
Board of directors: quarterly technology, information-security and investment reports
March 2021–present
Presents technology investments, security incidents and system risks as executive officer and chief technology officer; not a director.
Reported to a committee
Kusunomi Drug
Audit and supervisory board members
2018–present
Reports each year on system access controls, payment reconciliation and customer-data handling, and answers their follow-up questions in writing.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA databank belongs to India's independent-director framework and does not apply to my Japanese board interest. I am not registered and am not seeking an Indian appointment.
- Studying the Corporate Governance Code's expectations of outside directors and how Japanese boards evaluate their own effectiveness
- Asking our outside director to review my board papers and explain what a non-executive needs from them
- Reading listed retailers' disclosures on information security to see how boards describe cyber risk