My contribution to a board
I would bring a board the working knowledge of someone who has run physical infrastructure through disasters in a region where typhoons are an annual certainty and earthquakes a standing possibility. I led access-network restoration in Miyagi and Iwate after the 2011 earthquake and tsunami and network restoration in Kumamoto after the 2016 earthquakes, and I wrote the restoration policy my current board approves each spring. Many boards treat business continuity as a document to be noted. I can help a board ask what would actually be restored first, who decided that, and what the order would cost.
I would also bring an understanding of field workforces employed by someone else. Railways, utilities, logistics groups and building-services companies increasingly depend on contractor firms whose technicians are ageing and whose finances are thin. Boards see the cost per job and rarely see how old the technicians are, the subcontracting tiers or the safety record beneath it. I know which questions bring those into view and what it costs to change the answers.
I have sat on a listed company's board for three years as an inside director, which has taught me the difference between presenting to a board and answering with it. I would not present myself as a financial expert, and I would not expect to join an audit committee as its specialist. My natural contribution is to a risk, crisis-management or sustainability committee, and to a nomination committee's discussion of operating succession, where I would serve for a year before taking on any chair.
My first year on a board
In my first three months I would read the company's business-continuity plans, the last three years of incident and safety reports and the board and committee minutes in which they were discussed. I would ask to visit two operating sites without a management escort, and to spend a day with a field crew or a station team, including one employed by a contractor. I would meet the chair, the chairs of the committees I joined, the chief executive and the heads of operations, safety and internal audit separately, and ask each of them what the board does not see.
Over the next six months I would sit through one complete cycle of the board's risk and continuity review and the annual approval of the business plan. I would keep my proposals to myself until I had watched that cycle once, unless I found a safety or disaster-readiness gap that should not wait for the calendar. When I asked for information, I would ask for the underlying reports rather than summaries, and explain why.
At the end of the year I would ask the chair for a frank view of whether my questions had been useful, and whether a telecommunications background had helped or had narrowed my view of a business I was still learning. A first year should teach me more than I give, and I would want the board to know that I expect it to.
Conflicts and their management
My executive role at Hanagiri comes first. Any outside directorship would need the consent of our president and our board under our internal rules on executives holding outside positions, and a review by our legal department. I would not join the board of a telecommunications carrier, cable operator, internet provider, broadcaster or mobile reseller, nor of a contractor firm or equipment supplier that sells to Hanagiri, nor of an electric utility from which we rent pole space. I would disclose my Hanagiri shareholding, my directorship of the Hinoakari Technical Training Foundation, which Hanagiri helps to fund, and any commercial relationship between Hanagiri and the company, such as connectivity contracts.
If a conflict arose after appointment, I would raise it with the chair, leave the discussion and ask that the minutes record my absence. If such recusals became frequent, I would resign rather than hold a seat in which I could not take part. I would keep Hanagiri's confidential information, including contractor pricing and incident data, out of another board's deliberations even where it seemed relevant. The twenty days a year I can offer would be agreed with Hanagiri in advance and would include preparation, site visits and a margin for the unexpected. In a typhoon season that margin is not theoretical, and I would tell the chair at the outset that in a severe disaster in our area my first obligation would be Hanagiri's restoration.
My independence statement
I am a serving executive officer and inside director of Hanagiri Networks. Before any appointment I would disclose those roles, my shareholdings, my directorship of the Hinoakari Technical Training Foundation and any commercial relationship between Hanagiri and the company or its executives. The appointing company should assess those facts against the Tokyo Stock Exchange's independence standards and its own criteria, and I would not describe myself as independent before that assessment.
Judgement in practice
01Giving the audit committee the regulator's version of an outage
After the February 2024 provisioning outage, our audit and supervisory committee first received a two-page summary that described a configuration error. The report we had filed with the Ministry of Internal Affairs and Communications was more specific: it said the change had been moved into an overnight window at short notice without its second review, which was a failure of a process I owned. I asked that the committee receive the regulatory report itself, and that this become the rule for every reportable incident. The chair agreed at once; two executive colleagues thought it set an uncomfortable precedent. As an outside director I would ask any company for the version of an incident it gave its regulator, and I would expect management to offer it unprompted.
02Declining to sign a safety statement I could not verify
In 2024 a draft of our sustainability report stated that there had been no lost-time injuries across our field operations. The figure was true for Hanagiri employees and for the first tier of contractor firms. We did not then collect injury data from second-tier subcontractors, where most of our pole work happened. As an inside director I said at the board that I could not support the sentence as written. The statement was narrowed to what we knew, and we began collecting second-tier data, which in its first year recorded three lost-time injuries. On another board I would ask where any safety figure stops counting, because the people most at risk are often just beyond its boundary.
03Advising a training foundation to refuse a restricted donation
In 2023 a construction company offered the Hinoakari Technical Training Foundation ¥30 million, on condition that trainees it sponsored commit to work for it for three years after qualifying. The foundation's finances were tight and several directors favoured accepting. I argued that a bond of that length would turn a training charity into a recruitment channel for one employer and deter the small firms the foundation exists to serve. The board declined the condition and offered the donor named scholarships without a work commitment; it accepted a smaller gift of ¥12 million on those terms. As a director I try to ask what a funding condition will make the organisation become, not only whether the money is needed.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | A risk or crisis-management committee, after a full year as a member |
|---|
| Ready to join | Risk or crisis-management committee · Sustainability committee covering supply-chain labour and safety · Nomination committee, for operating succession |
|---|
Capacity and preferences
- Time available
- 20 days per year
- Current directorships
- 2
- Sectors
- Regional railway and bus groups · Gas and water service companies · Logistics operators with large field workforces · Building maintenance and facilities groups
- Company type
- A company listed on the Prime or Standard Market of the Tokyo Stock Exchange, outside telecommunications and broadcasting, with an established group of independent outside directors
- Company stage
- A company whose service must be restored quickly after disasters and whose field work depends on contractors facing labour shortages
The seat I am pursuing
I am seeking one outside director seat at a company listed on the Prime or Standard Market of the Tokyo Stock Exchange, outside telecommunications and broadcasting, whose service depends on field crews and on recovery after disasters. Regional railway and bus groups, gas and water service companies, logistics operators and building-maintenance groups in western Japan are where my experience would transfer most directly. I would like to serve on a risk, crisis-management or sustainability committee, and to contribute to the nomination committee's discussion of operating succession if the board has one. I am not interested in a seat offered for my title alone, or in a board that wants an engineer's name without a committee role. Before any conversation went further, I would want to understand the chair's view of what the board lacks, how the company performed in its last serious disruption and how its field workforce is employed.
Board and committee exposure
Served as a director
Hanagiri Networks
Board of directors (inside director)
June 2023–present
Inside director of a listed company with an audit and supervisory committee; votes on the business plan, capital programme, restoration policy and reportable incidents.
Reported to a committee
Hanagiri Networks
Audit and supervisory committee
2021–present
Reports quarterly on network incidents, contractor compliance and safety, and provides the full regulatory report for every reportable incident.
Presented to the Board or a committee
Hanagiri Networks
Board of directors
2016–2023
Presented the restoration order for annual approval from 2017, the coaxial retirement programme and its stage gates, and the master control consolidation.
Served as a director
Hinoakari Technical Training Foundation
Board of directors; curriculum and safety committee
April 2022–present
Director of a Kumamoto non-profit that trains field technicians for cable, power and construction employers.
Member of a committee
Minami-Kyushu Cable Mutual Aid Council
Steering committee
2017–2023
Founding member of the committee that agreed terms for lending crews and equipment between cable operators after disasters.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
I have not registered with the IICA Independent Directors' Databank, which India maintains for people seeking independent directorships of Indian companies. My board interests are confined to Japanese listed companies, where an outside director's independence is judged against the exchange's criteria and the company's own policy. I have no plans to seek a seat in India.
- Programme for newly appointed directors of listed companies, completed in 2023 on joining Hanagiri's board
- Annual briefings from Hanagiri's outside directors and auditors on Japan's Corporate Governance Code and internal-control reporting
- Director of the Hinoakari Technical Training Foundation since 2022, including its curriculum and safety committee
- Crisis-management exercises with municipal disaster-prevention staff, twice a year since 2017