Shinji Aoki · Chief Technology Officer · Japan
| Capacity | Committees |
|---|---|
| Ready to chair | A board technology or R&D committee, where one exists or is being formed · A risk or sustainability committee covering product safety and export compliance, after a year as a member |
| Ready to join | Nomination committee or voluntary nomination advisory committee · Risk management or compliance committee · Technology or innovation committee |
I am looking for one outside directorship at a listed Japanese manufacturer whose products depend on precision engineering and, increasingly, on software and data, but which neither competes with, supplies nor buys significantly from Isaragi. Makers of medical and laboratory equipment, food-processing and packaging machinery companies, and university-originated hardware companies that have recently listed are where I think my experience would travel best. I would want to serve first on a nomination or risk committee and, if the board has or creates one, to chair a technology committee after a year. I am not seeking a seat for my employer's name, and I would not join a board that wanted an engineer to endorse technology plans it had already settled. I can give about twenty days a year, agreed with Isaragi before acceptance, and I would expect to serve a full first term if both sides found the arrangement worthwhile.
Presented to the Board or a committee
Board of directors
April 2019–present
Presents the annual technology strategy and R&D budget, platform decisions such as ending the in-house controller in 2019, and export-control design changes since 2023.
Reported to a committee
Audit and supervisory committee
April 2022–present
Reports once a year on security reviews of the remote-service programme and on export-control findings raised at design reviews.
Member of a committee
Risk and compliance committee (a management committee, not a board committee)
April 2022–present
Member of the executive committee that reviews product-safety, export-control and information-security risks before they go to the board.
Served as a director
Board of directors of a wholly owned subsidiary (non-executive)
June 2020–present
Director of the Chinese manufacturing subsidiary; oversees product localisation and the subsidiary's procedures for technology transfer and export control with the parent.
Served as a director
Board of trustees; chair of the programme committee
April 2021–present
Trustee of a Niigata foundation that funds apprenticeships in precision metalworking at small manufacturers; chairs the committee that sets grant criteria.
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is a register for independent directors of Indian companies and plays no part in the Japanese appointments I am considering, so I have not registered. In Japan a company assesses an outside director against the requirements of the Companies Act, the exchange's independence standards and its own published criteria.
I would bring a board engineering judgement of a kind that is scarce among outside directors in Japan, most of whom come from finance, law, public administration or general management.
The first part of it is the ability to read a technology plan for what it leaves out. I have run a ¥9.7 billion R&D portfolio and stopped projects that senior people sponsored, including a CNC controller our former president launched. I know what a development schedule looks like shortly before it slips, and which questions make a project leader admit it.
The second is experience of the issues that sit between engineering and compliance, which boards usually receive only as summaries: export control of precision equipment, the security and terms of data collected from products on customers' premises, and product-safety decisions taken under delivery pressure. I have presented these to our board and reported on them to our audit and supervisory committee, and I can help directors ask about them before an incident rather than after one.
The third is a long view of skills. Many Japanese manufacturers depend on technicians and engineers who will retire within a decade, and on software capability they have not yet built. I have changed how we train scraping technicians and software engineers, and I can tell a board which measures of capability mean something and which only look reassuring.
I would not offer myself as a financial expert or a capital-markets specialist. I would expect to learn those parts of a board's work from colleagues, and to say so in the boardroom when a question is beyond me.
When I recommended ending our in-house controller in 2019, the programme's chief engineer wrote a memo arguing against me. I asked our president to send it to the board alongside my paper, and I summarised its strongest point on my first page: without our own controller we would depend permanently on outside makers' release schedules. The board discussed that dependence, accepted it and asked me to report each year on how we were managing it, which I still do. As a director I would ask management to bring me the best argument against its own recommendation, and I would treat a paper without one as unfinished.
In 2023 our sales leadership proposed an export variant whose accuracy would be capped by a controller parameter. I supported our export trade control office's view that such a cap was not a sound basis for treating the machine as uncontrolled, and I told our board that we expected to lose or delay about ¥5 billion of orders as a result. Two directors asked whether we were being more cautious than our competitors. I answered that I did not know what competitors did, and that our position had to rest on our own reasoning. On another board I would press for the same standard: a decision that can be explained without reference to what others are assumed to be doing.
As a trustee of the Oguni Craft Skills Foundation in 2023, I argued against a proposal to double the number of small-firm apprentices it supported by halving each grant. The smaller grants would no longer have covered the time a master technician spends teaching, which in my experience decides whether an apprentice finishes. The board chose a smaller increase with grants that kept a teaching allowance, and completion rates have held. As an outside director I would look for the point at which spreading a resource more widely stops it from working.
I would spend the first year learning the company's products from the shop floor upwards before offering a view on its strategy.
In the opening months I would visit the main plants and at least one customer, watch a product being assembled and tested, and, with management's agreement, sit through a design review as an observer. I would read three years of board minutes on technology investment, any recall or product-safety reports, and the internal audit findings on quality and export compliance. I would ask the head of technology which projects had been stopped in that period and why. If none had been stopped, that would be my first question to the board.
I would also study the board's skills matrix and the company's corporate governance report to understand which gap I had been asked to fill, and I would ask the chair to tell me plainly.
Through the year I would hold back from proposing changes, except on a safety or compliance matter that could not wait. At the end of it I would ask the chair and one fellow outside director whether my questions had been useful or merely technical, and I would change my approach on their answer.
My first obligation is to Isaragi, and any outside directorship would need the approval of our president and our board under the company's rules for executive officers.
I would decline seats at four kinds of company: other makers of machine tools, industrial robots or controllers; suppliers of material components or software to Isaragi, including castings, bearings, ball screws and linear guides; customers whose purchases from Isaragi are significant to either side; and any company in which Isaragi holds strategic shares or which holds shares in Isaragi. Our register of strategic shareholdings is short, and I would check every approach against it.
Two kinds of knowledge need particular care. I know Isaragi's technology roadmap and something of its customers' production methods, and I would not use either in another boardroom even where it seemed helpful. I also know how our export procedures work; if a company I served discussed exports to a destination Isaragi also serves, I would declare my position and step out of the discussion.
Where a conflict appeared after appointment, I would tell the chair before the meeting, leave the room for the item and ask for the minutes to record it. If I found myself leaving the room often, I would resign.
At Isaragi I am an insider and will remain one while I hold an executive post. Elsewhere, whether I could be treated as independent turns on facts that another board must test for itself: whether that company buys from, sells to or holds shares in Isaragi, and whether I hold or receive anything from it. I would hand its nomination body a written list of those facts before any further conversation, and I would accept its conclusion under the exchange's standards and its own criteria, including a conclusion that I should not be designated as independent.