My contribution to a board
A board that oversees physical operations is often told two things about technology: that the systems are secure, and that the company could recover from a disaster. Both statements are usually made in good faith and rarely tested from the outside. I would bring the experience of someone who has had to test them inside a large owner of buildings. I know where control networks are entered by people the company has never met, what a recovery objective leaves out, and how a published figure can look measured when it is not.
Japan's Corporate Governance Code asks companies on the Prime Market to make at least a third of their boards independent directors, and asks boards to oversee risk and sustainability as well as strategy. Many companies have found directors with finance, legal and management backgrounds for those seats. Fewer have directors who can read an information security report, a continuity test or a sustainability data trail and say what is missing from it. That is the gap I would fill.
My third contribution is a practice of putting disagreement in writing. I have taken positions to boards against a company president, a group standard and an asset manager's investor relations plan, and in each case the relationship survived because the paper set out both options fairly. An outside director has more distance and less information than an executive officer, and I would expect to be wrong more often. I would still rather ask the uncomfortable question in the meeting than raise it afterwards.
Judgement in practice
01Narrowing the facial-recognition plan for the new tower
In 2023 our president wanted facial-recognition entry for every occupant of the station tower, as a feature for prospective tenants. I took a paper to the board recommending an opt-in, with cards always available, templates deleted within thirty days of a person leaving and a ban on any use outside entry. My argument was not that the technology was unlawful under Japan's privacy law, but that occupants had no relationship with us and could not easily refuse a condition their employer accepted. The board adopted the narrower plan. Forty-six per cent of occupants have opted in, which the president regards as a smaller selling point than he wanted. As a director I would ask the same question of any proposal that collects data from people who are not our customers: what choice do they actually have?
02Telling an investment committee the seller's data could not support the price
In 2020 the asset manager was negotiating a ¥14.8 billion purchase of a third-party logistics warehouse. The seller's equipment register omitted the refrigeration plant serving a third of the floor area, and its energy figures were estimates. The acquisitions team wanted to proceed on the seller's warranty. I reported to the investment committee that we could not estimate the plant's remaining life from the material provided and recommended either a seller-funded survey or a price adjustment. The committee required the survey, which showed that the plant needed replacement within four years, and the price was reduced by ¥380 million. The lesson I would take to a board is that a data gap in due diligence is a priced risk, not an administrative matter.
03Asking the board to pay for viaduct data before anyone was hurt
After a fragment of concrete fell from a viaduct span onto a café's storeroom in 2015, the easiest response was to repair that span and move on. I presented to the property company's board that the railway's inspection records and our tenancy records had no connection, and that the same gap existed across 212 tenancies. I asked for a modest budget to build the link and for the board's backing in negotiating with the railway, a sister company with its own priorities. The board agreed, and the protocol has operated since 2016. A director should look for the incident that cost nothing this time and ask what system failure it revealed.
My first year on a board
My first months would be spent learning how the company actually operates, not how its reports describe it. I would visit the sites where control systems matter most and ask to see one complete incident record, from first alarm to closure, alongside the summary the board received. I would read the last three years of risk and audit reports, the continuity plan and the most recent test of it, and the data trail behind the company's main sustainability figures. I would ask the head of internal audit and the external auditor what they find hardest to examine, and listen for whether control systems and supplier connections fall outside anyone's scope.
Throughout that year I would speak in meetings mainly to ask questions, and I would not seek a committee chair. I would want to understand how the board divides its attention between strategy and oversight and where my experience genuinely adds something, and where it does not. At the end of the year I would ask the chair for direct feedback and use the board evaluation to judge whether my questions had changed any decision or only lengthened the meetings.
Conflicts and their management
Masaragi Properties is my employer and comes first in my working week; any seat would need the written consent of the Masaragi group. I would not join the board of any real-estate company, J-REIT, asset manager, railway or building-management company, nor of any building-systems, lift or construction supplier whose products sit in our buildings. That rules out my first employer, Kasumori Building Controls, as well as competitors. I would also decline any company that is a tenant of the Masaragi group or the J-REIT, which I would check against our lease records before the first conversation.
If a relationship appeared during my term, for instance a contract between the company and a Masaragi subsidiary, I would tell the chair at once, leave the room for any related discussion and offer to resign if it were likely to continue. Time is the other conflict. I can commit twenty-four days a year, including preparation and site visits, and I would fix board dates a year ahead so that they do not clash with my own board and the group's risk committee.
My independence statement
I am a full-time executive officer of a Masaragi group company and a director of another, and I hold shares in Masaragi Corporation through its employee shareholding association. I would serve only where the company has no customer, supplier, tenancy or lending relationship with the Masaragi group or with me, and I would set out every relationship I have before the company considers me. The Tokyo Stock Exchange's criteria for independent officers and the company's own published standards decide whether I could be designated independent; that judgement is the company's to make on the facts I give it.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | A voluntary risk or business-continuity committee of the board, after a first year as a member |
|---|
| Ready to join | Voluntary risk management committee · Voluntary sustainability committee · Audit and supervisory committee, if elected as a director member |
|---|
Board and committee exposure
Presented to the Board or a committee
Masaragi Properties Co., Ltd.
Board of directors: information security, continuity planning, systems investment and data for the terminal-building decision
April 2021–present
Presents as an executive officer several times a year; not a director of the company and holds no vote.
Reported to a committee
Masaragi Corporation
Group risk management committee: information security, building control systems and earthquake continuity for the real-estate segment
April 2021–present
Reports each spring and autumn; proposed and defended the exception to the group's four-hour recovery standard in 2022.
Presented to the Board or a committee
Masaragi Urban REIT Investment Corporation
Board of directors of the investment corporation (executive director and supervisory directors): disclosure data and the 2019 energy restatement
2019–2021
Presented the restatement options and the asset manager's alternative in 2019; reported on data coverage each fiscal period until 2021.
Reported to a committee
Masaragi REIT Management Co., Ltd.
Investment committee: data quality findings in acquisition due diligence
2017–2021
Reported on sellers' building and energy data for eleven proposed acquisitions; not a voting member.
Served as a director
Masaragi Systems Co., Ltd.
Board of the group's shared systems company
June 2021–present
Director in an executive capacity, approving the company's budget, supplier contracts and security policies.
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 1
- Sectors
- City-gas, heat-supply and water utilities · Food and daily-goods manufacturers with plant networks · Care-home and nursing-service operators · Precision manufacturers with plants in earthquake-prone regions
- Company type
- A company listed on the Prime or Standard Market of the Tokyo Stock Exchange whose sites depend on control systems and continuity planning, and which has no business with the Masaragi group
- Company stage
- An established company renewing its plant or building systems, or one strengthening its continuity and disclosure arrangements after an incident or a change in reporting rules
The seat I am pursuing
I am looking for one outside directorship at a company listed on the Tokyo Stock Exchange, probably with revenue between ¥100 billion and ¥600 billion, whose operations depend on physical sites and control systems: a city-gas or heat-supply utility, a food or daily-goods manufacturer with many plants, a care operator with a large estate, or a precision manufacturer in an earthquake-prone region. I am interested in boards that are renewing plant systems, rebuilding continuity planning or preparing for sustainability disclosure, because those are the questions on which I can be most useful.
I would like to join a voluntary risk committee and, after a year, chair it if the board wished; I could also serve on a sustainability committee. If the company has an audit and supervisory committee, I would consider standing as a director member, recognising that the role carries audit responsibilities beyond my specialism and would need preparation. I will take only one seat while I remain an executive officer, because my employer and that company both deserve full attention.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is maintained in India for directors of Indian companies. I live and work in Japan and am not seeking an Indian directorship, so I have not registered; the status shown simply reflects that the databank does not apply to me. Japanese listed companies assess independence against the stock exchange's criteria and their own standards.
- A director-preparation programme at Sakuraoka Directors' Forum in 2025, covering directors' duties under the Companies Act and the expectations of Japan's Corporate Governance Code
- Five years presenting to a board and reporting to a group risk management committee as an executive officer
- Four years presenting to a J-REIT investment corporation's board and its supervisory directors
- Annual sessions with the group's internal audit function on information security and continuity testing