Akiko TakahashiChief Strategy Officer · Essays & perspective

Akiko Takahashi · Chief Strategy Officer · Japan

One outside seat, chosen for demographic questions

Committee contribution

Chair and member readiness
CapacityCommittees
Ready to chairA voluntary strategy or capital-allocation committee, after a first year as a board member
Ready to joinNominating Committee, statutory or voluntary · Compensation Committee, statutory or voluntary · A sustainability or capital-allocation committee where the board has one

Capacity and preferences

Time available
28 days per year
Current directorships
1
Sectors
Eldercare, home-care and medical-services operators · Regional supermarket and pharmacy chains · Regional gas and energy distribution · Private education groups facing falling enrolment
Company type
A company listed on the Prime or Standard Market whose customers or sites are spread across regions where the population is falling, with no lending, construction, supply or tenancy relationship with Mikurane or its fund
Company stage
An established company preparing or revising a medium-term plan around demographic decline, or responding to a cost-of-capital review

The seat I am pursuing

I am seeking one outside directorship at a company listed on the Prime or Standard Market, with revenue of roughly ¥100 billion to ¥600 billion, whose customers or sites are spread across regions where the population is falling: an eldercare or home-care operator, a regional supermarket and pharmacy chain, a regional gas distributor or a private education group. Those companies face the decisions I have spent my career on: where to concentrate, how to leave a place responsibly and how to explain to investors why a smaller footprint can earn more.

I would join a nominating or compensation committee and take part in the strategy discussions behind the medium-term plan. I would not ask to chair a committee in my first year. While I remain an executive of Mikurane I will hold one outside seat and no more, because twenty-eight days a year, including preparation and site visits, is what I can honestly give, and a second seat would take time from both companies.

Board and committee exposure

Presented to the Board or a committee

Mikurane Residential Co., Ltd.

Board of Directors: medium-term plan, annual capital allocation, investments above ¥5bn and the cost-of-capital disclosure

April 2016–present

Presents strategy and investment papers at about eight board meetings a year; an executive officer, not a director, with no vote.

Reported to a committee

Mikurane Residential Co., Ltd.

Audit and Supervisory Committee: investment risk, impairment indicators on land and the carrying value of the US equity stake

April 2021–present

Reports twice a year and answers the committee's questions on the assumptions behind impairment tests and investment reviews.

Served as a director

Mikurane Asset Management Co., Ltd.

Board of the fund-management subsidiary

October 2019–present

Non-executive director nominated by the parent; approved the fund's conflicts policy and abstains on each purchase of buildings from Mikurane.

Served as a director

Pellridge Homes, LLC

Board of directors, as one of two nominees of Mikurane

January 2018–December 2021

Voted on annual plans, land commitments above US$20m and the founders' succession arrangements.

Member of a committee

Pellridge Homes, LLC

Audit committee

January 2018–December 2021

Member for four years; reviewed warranty and land-option reserves and took part in the selection of a new audit firm in 2020.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

This field appears because the page format asks for it. The IICA databank is an Indian register for people seeking independent directorships of Indian companies; it plays no part in Japanese appointments, and I have neither registered with it nor sought an Indian seat. A Japanese company judges an outside director's independence against the law, the exchange's criteria and its own published standards.

  • Presenting to Mikurane's board since 2016, with an annual session in which its outside directors explain how they read management papers
  • Four years on a US homebuilder's board and audit committee, covering warranty reserves, land-option impairments and an audit-firm selection
  • Study of Japan's Corporate Governance Code, including its 2021 revision, with Mikurane's corporate secretariat
  • Mikurane's cost-of-capital disclosure work in 2023 with its investor-relations team and outside directors

My contribution to a board

Japanese boards have added outside directors quickly, and many of the new members are lawyers, accountants and former executives of large manufacturers. I would bring something different: three decades of deciding where people will live as the country ages, and of turning that judgement into capital allocation a board can test. Any company whose customers are spread across Japan eventually faces the question I have worked on: which towns, sites and services to keep investing in as households fall, and how to leave the others without abandoning the people there. I can help a board ask it with household projections and walking-distance maps rather than national averages.

I would also bring experience of the cost-of-capital analysis the Tokyo Stock Exchange now expects listed companies to publish. I led Mikurane's, including the uncomfortable finding that a business we were proud of was holding capital without earning its cost, and I know the ways management can make such an analysis look better than it is. On a nominating or compensation committee I would offer an operator's view of succession for businesses that must shrink some parts while growing others, and of incentives that do not reward volume for its own sake.

I am not an accountant and would not present myself as an audit committee's financial expert. I have, however, sat for four years on a US homebuilder's audit committee and can read a reserve and question an auditor's materiality. Japan's Corporate Governance Code asks Prime Market companies to make at least a third of their boards independent. I would want to be one of those directors because a board needs the view, not to complete a count.

Judgement in practice

01

Publishing a return figure we might not reach

When the exchange asked listed companies in 2023 to show how they would improve returns against their cost of capital, two executive officers proposed a qualitative statement and a commitment to study the matter. I recommended publishing an estimated cost of equity of about 8 per cent, return on equity by business and a 9 per cent group figure for the year to March 2027, including the finding that detached housing earned about 3 per cent. At the board, one outside director asked whether a business-level figure would damage morale in the business concerned. It did, for a while, and I spent time with that team explaining why. Return on equity reached 8.9 per cent in the year to March 2026, and we published the shortfall in detached housing alongside it. On another board I would ask to see returns by business, and the version management decided not to publish.

02

A warranty reserve on expansive clay

On Pellridge's audit committee in 2019 I noticed that warranty claims on homes in two Houston-area subdivisions built on expansive clay had risen for six consecutive quarters, while the reserve was still set as a fixed share of revenue. Management regarded the claims as a passing problem with one foundation subcontractor. I asked for claims by subdivision and by year of construction, and for the engineering reports. They showed a pattern that would continue in homes already sold. The committee asked management to re-estimate the reserve, which rose by US$6 million, and Pellridge changed its foundation specification for those soils. As a Mikurane nominee I knew our share of profit would fall; I raised it because a reserve that matches the evidence protects every shareholder. On any board I would look for the provision still calculated by formula after the facts have changed.

03

A conflicts rule written before the first sale

When we set up the rental fund in 2019, Mikurane would be the seller of buildings and, through its subsidiary, the fund's manager. Our development division wanted the first 2,400 homes priced on a single appraisal it had commissioned. I recommended that every sale from Mikurane require two independent appraisals, a price no higher than the lower of them, and approval by an investor advisory committee on which Mikurane has no vote. The first tranche was priced ¥1.9 billion below the division's figure. Its head called the rule a gift to the investors. Those investors have since committed to three further tranches, partly because the rule existed before they were asked to trust us. As a director I would ask how any related-party sale is priced before asking whether it is good value.

My first year on a board

A Japanese board usually meets every month, which gives a new outside director about a dozen meetings to become useful. Before the first, I would ask for the current medium-term plan with the analysis behind it, three years of board minutes, the cost-of-capital disclosure and the company's own independence and conflicts standards. In the first quarter I would visit the regions where the company is weakest rather than its flagship sites, and talk to branch and site managers about what their customers are doing differently.

I would put my early questions to management privately before raising them in the boardroom, so that answers could come with evidence rather than in the moment. By mid-year I would expect to know which two or three decisions matter most to the next plan, and to have read every paper on them. I would not try to change the committee I joined during my first year. At its end I would ask the board chair directly, and use the board's own evaluation, to learn whether my contributions had changed a decision or only lengthened a meeting.

Conflicts and their management

Mikurane develops housing across Japan, so I would decline seats at developers, housebuilders, general contractors, building-materials and housing-equipment makers, brokers, property funds and banks, and at any company that is a tenant, co-investor or counterparty of Mikurane or of the fund our subsidiary manages. I would also decline US homebuilders. Before any nomination went forward I would explain to Mikurane's board why I wished to accept and seek its approval, which our internal rules require of executive officers.

Once appointed, if a matter touched Mikurane, such as a site sale, a lease in one of our buildings or a regional redevelopment on which we were bidding, I would declare it before the discussion, leave the room and not vote, as Japanese company law expects of a director with a special interest. If such matters began to recur, I would offer to resign rather than become a director who has to leave the room every month. Time is the other conflict. Mikurane reports its results in May and November, so I would fix the outside board's dates a year ahead.

My independence statement

I am a managing executive officer of Mikurane Residential, I hold its shares through restricted stock awarded as part of my pay, and I sit on the board of its asset-management subsidiary. Those facts, and any dealings between Mikurane and a nominating company, belong in that company's own assessment under the outside-director requirements of Japan's Companies Act and the exchange's criteria for independent officers. I would set them out in writing, update the list if anything changed, and accept the board's conclusion, including a conclusion that I could serve as an outside director without being registered as independent.